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FDM Group Bid Accepted

FDM Group Bid Accepted

Recommended increased cash offer by ASTRA 5.0 LIMITED a company controlled by investment partnerships advised by INFLEXION PRIVATE EQUITY PARTNERS LLP for FDM GROUP Plc at 150 pence per FDM Share

Summary
The Independent Director of FDM and the board of Astra announce that they have reached agreement on the terms of a recommended increased cash offer for the entire issued and to be issued share capital of FDM.

Under the terms of the Increased Offer, FDM Shareholders will be entitled to receive 150 pence per FDM Share in cash. The Increased Offer values the entire issued and to be issued share capital of FDM at approximately 35.4 million.

The Increased Offer Price represents a premium of approximately:
51.5 per cent. to the Closing Price of 99.0 pence per FDM Share on 3 June 2009, the last business day prior to the announcement by FDM that it had received an approach from the Executive Management Team and Ivan Martin regarding a possible offer for FDM

75.4 per cent. to the average Closing Price of 85.5 pence per FDM Share for the six month period ending on 3 June 2009 and
87.5 per cent. to the Closing Price of 99.0 pence per FDM Share on 3 June 2009, as adjusted for cash on the balance sheet as at 30 June 2009, which equates to 40.7 pence per FDM Share. The cash adjusted Offer Price is 109.3 pence (being 150.0 pence less 40.7 pence). The cash adjusted Closing Price on 3 June 2009 was 58.3 pence (being 99.0 pence less 40.7 pence).

The Increased Offer will constitute a revision of the Original Offer, and will remain subject to the conditions set out in Section A of Part III of the Original Offer Document and to the further terms to be set out in the Increased Offer Document, which will be sent to FDM Shareholders shortly.

FDM Shareholders who have already validly accepted the Original Offer need take no further action their acceptances of the Original Offer are deemed to be acceptances of the Increased Offer.

The procedure for the acceptance of the Increased Offer will be the same as for acceptance of the Original Offer. FDM Shareholders wishing to accept the Increased Offer in advance of receiving the Increased Offer Document may do so by following the procedures set out in paragraph 14 of Part II of the Original Offer Document as soon as practicable.

The Increased Offer will remain open for acceptance for at least 14 days following the posting of the Increased Offer Document, which it is intended will be issued on or before 24 December 2009.

As previously announced, Astra has received irrevocable undertakings and a non-binding letter of intent to accept the Original Offer or to procure that any other person accepts the Original Offer, and has an agreement to acquire FDM Shares under the Share Exchange Agreements in respect of a total of 12,436,221 FDM Shares (excluding Management Option Shares), representing approximately 53.56 per cent. of the existing issued share capital of FDM. Since the posting of the Offer Document, Henderson Global Investors Limited ("Henderson") has announced that it has sold its entire holding, being 317,916 FDM Shares which were subject to the non-binding letter of intent.

Furthermore, Astra has received irrevocable undertakings to accept the Increased Offer from, Ennismore Fund Management Limited in respect of 2,102,700 FDM Shares and the Royal County of Berkshire in respect of 234,050 FDM Shares.

In addition, the Inflexion Funds, which are acting in concert with Astra and the Management Team have acquired 1,350,891 FDM Shares at a price of 150 pence per FDM Share. Astra has entered into a sale and purchase agreement with the Inflexion Funds to acquire these FDM Shares.

In aggregate, Astra has therefore received irrevocable undertakings to accept the Increased Offer or to procure that any other person accepts the Increased Offer, has an agreement to acquire FDM Shares under the Share Exchange Agreements or is otherwise interested in 15,805,946 FDM Shares (excluding Management Option Shares), representing approximately 68.07 per cent. of the existing issued share capital of FDM.

Astra, the Inflexion Funds, the Executive Management Team and Ivan Martin confirm that in respect of their aggregate shareholding of 3,625,148 FDM Shares (excluding Management Option Shares), representing approximately 15.61 per cent. of the existing issued share capital of FDM, and any further FDM Shares which they might acquire, they will vote against any scheme of arrangement proposed by any offeror other than Astra and will not accept any contractual offer made by any offeror other than Astra at any price (this statement ceasing to apply if that contractual offer becomes or is declared wholly unconditional or if the Increased Offer lapses).

The Independent Director of FDM, who has been so advised by Brewin Dolphin, considers the terms of the Increased Offer to be fair and reasonable. In providing its advice to the Independent Director, Brewin Dolphin has taken into account the commercial assessments of the Independent Director.

Accordingly, the Independent Director intends to recommend that FDM Shareholders accept the Increased Offer, as he has done in respect of his entire beneficial holding of 15,000 FDM Shares, representing approximately 0.06 per cent. of the existing issued share capital of FDM.

Commenting on the Increased Offer, Rod Flavell, Chief Executive Officer of FDM and member of the Management Team, said:
"The Management Team is committed to completing this transaction with Inflexion and is delighted that a significant majority of FDM Shareholders have now thrown their weight behind the Increased Offer. I hope now that we can move things to a timely conclusion in order that we can return to managing the business on a day-to-day basis."

Commenting on the Increased Offer, John Hartz, Managing Partner of Inflexion, said:
"We believe the revised offer represents a compelling valuation for the business and is a substantial 87.5% premium to the cash-adjusted price on 3 June 2009, the last day before offer talks were announced. Against the background of challenging sector and stock-market conditions, investors in FDM are achieving a full price for their shares."

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