REG - Field SystemsDesigns - Scheme Effective

US Global InvestorsAnnouncement

02/07/2025 18:00

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RNS Number : 4845P  Field Systems Designs Limited  02 July 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

2 July 2025

RECOMMENDED ACQUISITION

OF

FIELD SYSTEMS DESIGNS HOLDINGS LIMITED ("FSD")

BY

FSD GROUP LIMITED ("BIDCO")

to be effected by means of a scheme of arrangement under Part 26 of the UK
Companies Act 2006

Scheme of Arrangement becomes Effective

The FSD Independent Directors are pleased to announce that the scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in
connection with the recommended acquisition of FSD by Bidco has now become
Effective in accordance with its terms as set out in the scheme document
published on 15 May 2025 ("Scheme Document"). The Court Order was delivered to
the Registrar of Companies on 30 June 2025 and is being processed.

 

This follows the Court's sanction of the Scheme at the Sanction Hearing held
on 26 June 2025, as announced by FSD on 27 June 2025.

 

Scheme Shareholders on FSD's register of members at the Scheme Record Time,
being 6.00 p.m. (London time) on 27 June 2025, will receive 40 pence in cash
and a principal amount of 15 pence in Bidco Loan Notes for each Scheme Share
held as set out in the Scheme Document. The despatch of cheques and Bidco Loan
Note certificates will occur within fourteen days of 30 June 2025, the
Effective Date.

 

Except as otherwise defined herein, capitalised terms used but not defined in
this announcement (the "Announcement") have the same meanings as given to them
in the Scheme Document.

 

Enquiries:

FSD and Bidco

Nigel
Billings
Tel: +44 (0)1306 880 800

BDO (Financial Adviser)

John
Stephan
Tel: +44(0) 207 486 5888

Susan
Jarram
Tel: +44(0) 207 486 5888

Gateley Legal is acting as legal adviser to FSD.

Important notices

BDO LLP ("BDO"), which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for FSD in connection with the Acquisition and
for Bidco in connection with the Financing for the Acquisition statement made
in section 5 of Part II of the Scheme Document, and for no one else in
connection with the Acquisition and/or any other matter referred to in this
Announcement and will not be responsible to anyone other than FSD for
providing the protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this Announcement, or any other
matters referred to in this Announcement. Neither BDO nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of BDO in connection
with this Announcement, any statement contained herein or other matter or
arrangement referred to herein or otherwise.

Further information

This Announcement is not intended to and does not constitute, or form part of,
any offer to sell or subscribe for or an invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of FSD in any jurisdiction in
contravention of applicable law. This Announcement does not constitute a
prospectus or a prospectus equivalent document.

The Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or in the event that the Acquisition is to be implemented by means
of a Takeover Offer, the offer document). Any vote in respect of the
Acquisition should only be made on the basis of the information contained in
the Scheme Document, which will contain the full terms and conditions of the
Acquisition (including details of how to vote).  FSD Shareholders are advised
to read the formal documentation in relation to the Acquisition carefully.

Please be aware that addresses, electronic addresses and certain other
information provided by FSD Shareholders, persons with information rights and
other relevant persons in connection with the receipt of communications from
FSD may be provided to Bidco during the Offer Period as required under Section
4 of Appendix 4 of the Takeover Code.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
not resident in the UK or who are subject to the laws of any jurisdiction
other than the UK (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their FSD Shares in respect of the Scheme at the
Court Meeting, or to execute and deliver Forms of Proxy appointing another to
vote at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located or to which they are subject.
Any failure to comply with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws or regulations in
that jurisdiction. To the fullest extent permitted by applicable law and
regulation, the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the Aquis Rules and the FCA.

Copies of this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws or regulations of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Acquisition.

Further details in relation to FSD Shareholders in overseas jurisdictions are
contained in the Scheme Document.

Additional information for U.S. investors

U.S. shareholders should note that the Acquisition relates to an offer for the
shares of a UK company and is being made by means of a scheme of arrangement
provided for under English company law. The Acquisition, implemented by way of
a scheme of arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the
Acquisition is subject to the requirements and practices applicable to a
scheme of arrangement involving a target company in the UK listed on Aquis,
which differ from the requirements of the U.S. tender offer and proxy
solicitation rules. The financial information with respect to the FSD Group
included in this Announcement and the Scheme Document has been or will have
been prepared in accordance with IFRS and thus may not be comparable to the
financial information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the U.S. If, in the future, Bidco exercises its right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the Takeover Offer into the U.S., the Acquisition will be made in compliance
with applicable U.S. tender offer rules.

It may be difficult for U.S. shareholders to enforce their rights and any
claims they may have arising under the U.S. federal securities laws in
connection with the Acquisition, since FSD and Bidco are each located in a
country other than the United States, and some or all of their respective
officers and directors may be residents of countries other than the United
States. U.S. shareholders may not be able to sue FSD, Bidco or their
respective officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, it may be difficult to compel FSD or Bidco and
their respective affiliates to subject themselves to the jurisdiction or
judgment of a U.S. court for violations of the U.S. securities laws.

Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this Announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.

In accordance with normal UK practice and pursuant to Rule 4e-5(b) of the U.S.
Exchange Act, Bidco, certain of its affiliated companies and their nominees or
brokers (acting as agents), may from time to time make certain purchases of,
or arrangements to purchase, shares or other securities of FSD outside of the
U.S., other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn.
If such purchases or arrangements to purchase were to be made, they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including the U.S. Exchange Act. Any information about such purchases or
arrangements to purchase will be disclosed as required in the UK, will be
reported to a Regulatory Information Service and will be available on the
Aquis website at www.aquis.eu.

No profit forecasts or estimates

Nothing in this Announcement is intended, or is to be construed, as a profit
forecast, profit estimate or quantified financial benefits statement for any
period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for Bidco or FSD for the current or future
financial years will necessarily match or exceed the historical published
earnings or earnings per share for Bidco or FSD, as appropriate.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco or FSD contain statements which are, or may be
deemed to be, "forward-looking statements". All statements, other than
statements of historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on assumptions, expectations,
valuations, targets, estimates, forecasts and projections of Bidco and FSD
about future events and are therefore subject to risks and uncertainties which
could cause actual results, performance or events to differ materially from
those expressed or implied by the forward-looking statements. The
forward-looking statements contained in this Announcement include statements
relating to the expected effects of the Acquisition on Bidco, the Wider Bidco
Group, the Wider FSD Group and the Enlarged Group, the expected timing and
scope of the Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "budget", "targets",
"aims", "scheduled", "estimates", "forecast", "intends", "anticipates",
"seeks", "prospects", "potential", "possible", "assume" or "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Bidco and FSD give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risks (known and unknown) and uncertainties (and other
factors that are in many cases beyond the control of Bidco and/or FSD) because
they relate to events and depend on circumstances that may or may not occur in
the future.

There are a number of factors that could affect the future operations of the
Wider Bidco Group, the Wider FSD Group and/or the Enlarged Group and that
could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include
the satisfaction (or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and economic
conditions; the impact of pandemics, asset prices; market‑related risks such
as fluctuations in interest rates and exchange rates, industry trends,
competition, changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic stability
(including exposures to terrorist activities, the UK's exit from the European
Union, Eurozone instability, the Russia-Ukraine conflict, the ongoing conflict
in the Middle East, disruption in business operations due to reorganisation
activities, interest rate, inflation, deflation and currency fluctuations),
the timing impact and other uncertainties of future or planned acquisitions or
disposals or offers, the Enlarged Group incurring and/or experiencing
unanticipated costs and/or delays (including IT system failures, cyber-crime,
fraud and pension scheme liabilities) or difficulties relating to the
Acquisition when the Acquisition is implemented. Other unknown or
unpredictable factors could affect future operations and/or cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors.

Each forward-looking statement speaks only as of the date of this
Announcement. Neither the Bidco Group, the FSD Group, nor any of their
respective associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
Announcement will actually occur. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
Announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the
Code, the UK Market Abuse Regulation, the Aquis Rules and the DTRs), neither
the Wider Bidco Group nor the Wider FSD Group is under or undertakes any
obligation, and each of the foregoing expressly disclaims any intention or
obligation, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

Publication of this Announcement

This Announcement and the documents required to be published pursuant to Rule
26 of the Code will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on FSD's website at
www.fsdl.co.uk (http://www.fsdl.co.uk) by no later than 12 noon (London time)
on the Business Day following the publication of this Announcement. Neither
the content of the websites referred to in this Announcement nor the content
of any website accessible from hyperlinks in this Announcement is incorporated
into, or forms part of, this Announcement.

FSD Shareholders may, subject to applicable securities laws, request a hard
copy of this Announcement (and any information incorporated into it by
reference to another source) by contacting FSD's registrars, Share Registrars,
between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding
public holidays in England and Wales) on +44 (0)1252 821 390, or by submitting
a request in writing to Share Registrars at 3 The Millennium Centre, Crosby
Way, Farnham, Surrey GU9 7XX, with an address to which the hard copy may be
sent. Calls are charged at the standard geographic rate and will vary by
provider. For persons who receive a copy of this Announcement in electronic
form or via a website notification, a hard copy of this Announcement will not
be sent unless so requested. FSD Shareholders may, subject to applicable
securities laws, also request that all future documents, announcements and
information to be sent in relation to the Acquisition should be in hard copy
form.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 

 

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