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UK — Due diligence permission granted on offer for FDM

22 September 2009

On 24 August 2009 FDM (AIM: FDMG) announced that it had received a revised proposal from the Management Team (comprising Ivan Martin, Rod Flavell, David Templeman, Sheila Flavell and Andy Brown) that may or may not lead to an offer for the Company at 135 Pence per share.

In light of the Revised Proposal Karl Monaghan, sole Independent Director, granted the Management Team, Inflexion Private Equity Partners LLP and their advisers permission to conduct a due diligence exercise into the Company. Furthermore, the Company entered into non solicitation and inducement fee agreements with the Management Team and Inflexion.

The Management Team currently own a total of 2,347,386 FDM shares, representing approximately 10.11% of FDM's existing issued share capital.

Astra 5.0 Ltd, a company formed by funds advised by Inflexion for the purposes of making the possible offer, has approached the Divett family and obtained irrevocable undertakings to accept an offer from Astra (if announced) at 135 Pence per FDM share in cash in respect of a total of 6,859,000 FDM shares, representing approximately 29.54% of FDM's existing issued share capital.

These irrevocable undertakings are conditional, firstly, on an announcement by Astra of a firm intention to make an offer being released on or before 30 November 2009 and, secondly, on Karl Monaghan, the sole Independent Director of FDM, publicly recommending the offer.

These irrevocable undertakings will cease to be binding if a competing offer is announced to acquire the issued share capital of FDM provided the competing offer is higher than 135 Pence per share.

The making of the offer remains conditional on a number of factors, including the completion of due diligence, and therefore there can be no guarantee that
any offer will ultimately be made for FDM.


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