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LEVEL OF ACCEPTANCES

LEVEL OF ACCEPTANCES

Recommended cash offer for FDM Group Plc by Astra 5.0 Limited
a company controlled by investment partnerships advised by Inflexion Private Equity Partners LLP

Background
On 26 November 2009, Astra 5.0 Limited ('Astra') announced a recommended cash offer to acquire the entire issued and to be issued share capital of FDM Group Plc ('FDM') (the 'Offer'). The full terms and conditions of the Offer were set out in the offer document posted by Astra on 27 November 2009 (the 'Offer Document').

Subsequently, on 16 December 2009, Astra announced a recommended increased cash offer to acquire the entire issued and to be issued share capital of FDM Group Plc ('FDM') (the 'Increased Offer'). The full terms and conditions of the Increased Offer will be set out in a revised offer document, which it is intended will be issued on or before 24 December 2009 (the "Increased Offer Document").

Level of acceptances
Astra announces that as at 6.00pm (London time) on 16 December 2009, it had received valid acceptances from FDM Shareholders in respect of 10,939,841 FDM Shares, representing approximately 50.58 per cent. of the 21,630,699 FDM Shares to which the Offer relates and approximately 47.11 per cent. of FDM's existing issued share capital.

Upon announcement of the Increased Offer on 16 December 2009 Astra had received irrevocable undertakings to accept, or (where applicable) to procure the acceptance of, the Increased Offer, in respect of 12,865,754 FDM Shares, representing approximately 55.41 per cent. of the existing issued share capital of FDM. Valid acceptances have been received in respect of 9,695,357 FDM Shares, which are the subject of the above irrevocable undertakings and included in the aggregate acceptances set out above.

Of the Irrevocable undertakings referred to above, acceptances have yet to be received from Ennismore Fund Management Limited in respect of 2,102,700 FDM Shares, Royal County of Berkshire in respect of 234,050 FDM Shares, Hargreave Hale Nominees Limited in respect of 320,000 FDM Shares and AXA Framlington in respect of 513,647 FDM Shares, representing in aggregate 13.65 per cent. of the existing issued share capital of FDM.

The irrevocable undertakings referred to above will cease to be binding if a competing offer is announced (in accordance with Rule 2.5 of the Code) to acquire the issued share capital of FDM at an offer price which represents a value of not less than the sum of 110 per cent. of the value of the Increased Offer Price under the Increased Offer.

In addition, pursuant to the Share Exchange Agreements, Astra is interested in 1,589,301 FDM Shares, representing approximately 6.84 per cent. of FDM's existing issued share capital.

Furthermore, pursuant to a sale and purchase agreement with the Inflexion Funds, Astra is interested in a further 1,994,101 FDM Shares, representing approximately 8.59 per cent. of FDM's existing issued share capital.

Accordingly, Astra has either received valid acceptances, received irrevocable undertakings which have yet to accept the Increased Offer or is otherwise interested in a total of 17,693,640 FDM Shares, representing approximately 76.20 per cent. of the existing issued share capital of FDM.

Terms defined in the announcement dated 26 November 2009 in relation to the Offer have the same meaning in this announcement.

Ernst & Young is acting exclusively for Astra in connection with the Offer and will not be responsible to any person other than Astra for providing the protections afforded to customers of Ernst & Young or for providing advice in relation to the Offer or any other matter referred to in this announcement.

Altium is acting exclusively for Astra in connection with the Offer and will not be responsible to any person other than Astra for providing the protections afforded to customers of Altium or for providing advice in relation to the Offer or any other matter referred to in this announcement.

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any acceptance or other response to the Offer should be made only on the basis of information referred to in the Offer Document and the Increased Offer Document, which it is intended will be issued on or before 24 December 2009.

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