Ishs $ Sd Corp Share News (SDIG)

instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any receiver, administrator, administrative receiver, manager, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person or had any such person appointed in any jurisdiction; (xi) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; (xii) made any alteration to its memorandum or articles of association or other incorporation documents; (xiii) the trustees of any relevant pension scheme having: (A) made or agreed or consented to any change to the terms of the trust deeds constituting the pension schemes established for its directors, employees or their dependants or the benefits which accrue; (B) made or agreed or consented to any change to the pensions which are payable under them; (C) made or agreed or consented to any change to the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; (D) made or agreed or consented to any change to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made or valued; (E) agreed or consented to any change to the trustees or trustee directors of such pension schemes; or (F) carried out any act which may lead to the commencement of the winding up of the scheme or which could give rise directly or indirectly to a liability arising out of the operation of sections 38 to 56 inclusive of the Pensions Act 2004 in relation to such pension schemes, (xiv) proposed, agreed to provide or modified the terms of any share option scheme or incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider SDI Group; or (xvi) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition; 6. since 31 March 2010, and save as Disclosed: (i) no litigation, arbitration proceedings, prosecution, investigation, enquiry, complaint, or other legal proceedings or reference to any relevant person having been announced, instituted, threatened or remaining outstanding by, against or in respect of, any member of the Wider SDI Group or to which any member of the Wider SDI Group is or is reasonably likely to become a party (whether as claimant, defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any third party against or in respect of any member of the Wider SDI Group having been announced, instituted or threatened in writing to SDI by or against, or remaining outstanding in respect of, any member of the Wider SDI Group, in each case, which is material and adverse in the context of the Wider SDI Group taken as a whole; (ii) there having been no adverse event, change or deterioration in the business, assets, financial or trading position or prospects or profits of any member of the Wider SDI Group which is material in the context of the Wider SDI Group taken as a whole; (iii) no contingent or other liability having arisen or become known to FSU Investments or increased (which is reasonably likely adversely to affect the business, assets, financial or trading position or profits or prospects of any member of the Wider SDI Group to an extent which is material to the Wider SDI Group taken as a whole); and (vi) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider SDI Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is reasonably likely to be material and adverse in the context of the Wider SDI Group taken as a whole; Environmental 7. in relation to any release, emission, accumulation, discharge, disposal or other fact or circumstance which has impaired or is reasonably likely to impair the environment (including property) or harmed or is reasonably likely to harm human health, no past or present member of the Wider SDI Group, in a manner or to an extent which is material in the context of the Wider SDI Group taken as a whole (i) having committed any violation of any applicable legislation, statutes, regulations, authorisations, notices or other requirements of any Third Party of any jurisdiction and/or (ii) having incurred any liability (whether actual or contingent) to any Third Party; and/or being reasonably likely to incur any liability (whether actual or contingent), or being required to make good, repair, remediate, reinstate or clean up any asset or any other property or any environment; Information 8. FSU Investments not having discovered: (i) that any financial, business or other information concerning the Wider SDI Group publicly disclosed at any time or Disclosed to FSU Investments by or on behalf of any member of the Wider SDI Group is misleading or contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading (and which information was not subsequently corrected before the date of this announcement by disclosure publicly by an announcement to a Regulatory Information Service or privately in writing to FSU Investments or its advisers); (ii) any information which affects the import of any information Disclosed (and which information was not subsequently corrected before the date of this announcement by disclosure publicly by an announcement to a Regulatory Information Service or privately to FSU Investments); in each case to an extent which is material and adverse in the context of the Wider SDI Group taken as a whole. Criminal property 9. any asset of any member of the Wider SDI Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) to an extent which is material in the context of the SDI Group taken as a whole. References in this Part I of this Appendix A to 'Disclosed' means fairly disclosed to FSU Investments or its advisers prior to the date of this announcement either by inclusion in this announcement, in the annual report and accounts of SDI for the 16 months ended 31 March 2009 or the unaudited preliminary statement for the year ended 31 March 2010, or by the delivery of an announcement by or on behalf of SDI of an announcement to a Regulatory Information Service or disclosed in writing to, or agreed in writing with FSU Investments by Gordon Smith. Part II: Further terms and conditions of the Offer FSU Investments reserves the right to waive in whole or in part all or any of the conditions contained in paragraphs 3 to 12 inclusive. The conditions contained in paragraphs 2 to 12 inclusive must be satisfied as at, or waived (where possible) on or before, the twenty-first day after the later of the First Closing Date and the date on which the condition in paragraph 1 is fulfilled (or, in each case such later date as the Panel may agree). FSU Investments shall be under no obligation to waive or determine to be or treat as, fulfilled, any of conditions 3 to 12 inclusive by a date earlier than the date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. If FSU Investments is required by the Panel to make an offer for SDI Shares under the provisions of Rule 9 of the City Code, FSU Investments may make such alterations to the terms and conditions of the Offer as are necessary to comply with the provisions of that Rule. The Offer will comply with the applicable rules and regulations of AIM and the City Code, will be governed by English law and will be subject to the jurisdiction of the courts of England. In addition, it will be subject to the terms and conditions as set out in the Offer Document and Form of Acceptance. The Offer will lapse if the Offer is referred to the UK Competition Commission before the later of 1.00 p.m. (London time) on the First Closing Date and the date on which the Offer becomes or is declared unconditional as to acceptances. If the Offer so lapses, it will cease to be capable of further acceptance and persons accepting the Offer and FSU Investments will cease to be bound by any Form of Acceptance and/or Electronic Acceptance submitted before the time when the Offer lapses. The Offer will lapse if the European Commission either initiates proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or makes a referral to a competent authority of the United Kingdom under Article 9(3)(b) of that Regulation and there is a subsequent reference to the UK Competition Commission, in either case before 1.00 p.m. (London time) on the First Closing Date or the (MORE TO FOLLOW) Dow Jones Newswires July 16, 2010 02:00 ET (06:00 GMT)