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Revised Offer For FDM

FDM Group PLC - STATEMENT RE POSSIBLE OFFER

On 4 June 2009 FDM announced that it was in discussions with its management team in respect of a potential offer for the Company at 120 pence per share in cash. Since that date discussions have continued and have resulted in a revised proposal from the Management Team that may or may not lead to an offer for the Company at 135 pence per share.

The Management Team comprises Ivan Martin, Rod Flavell, David Templeman, Sheila Flavell and Andy Brown. It is anticipated that any offer that is forthcoming will be funded by funds managed and advised by Inflexion Private Equity Partners LLP, the Management Team's selected funding partner and investment by the Management Team.

In light of the Revised Proposal Karl Monaghan, sole Independent Director, has granted the Management Team, Inflexion and their advisers permission to conduct a full due diligence exercise into the Company. The Company has entered into non solicitation and inducement fee agreements with the Management Team and Inflexion. Under the terms of the Agreements the Company, in certain circumstances, would be obliged to pay to the Management Team and Inflexion an inducement fee of up to 1 per cent. of the value of the Revised Proposal.

Whilst discussions are well progressed, there can be no certainty that an offer will be made for the Company.

This announcement has been made with the consent of the Management Team and Inflexion. Further announcements will be made in due course.

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