Sdi Group Plc Offer For Sdi Group Plc -7-

transmitted or otherwise forwarded, distributed or sent in, into or from Canada, Australia or any other Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees or trustees) must not mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Disclosure requirements of the Takeover Code (the "Code") Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. Rule 19.11 disclosure In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on the SDI website: www.sdigroup.com Forward-looking Statements This announcement, including information included or incorporated by reference in this announcement, may contain 'forward looking statements' concerning FSU Investments and SDI. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward looking statements. The forward looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore they are not guarantees of future performance and undue reliance should not be placed on such statements which speak only as at the date of this announcement. No forward-looking statements have been received by auditors of FSU Investments or SDI. FSU Investments and SDI assume no obligation and do not intend to update these forward looking statements, except as required pursuant to applicable law. However, all subsequent oral or written forward looking statements attributable to FSU Investments or SDI or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Profit Forecasts Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per SDI Share for the current or future financial years, or those of the combined group, will necessarily match or exceed the historical published earnings per SDI Share. Appendix A: Conditions of the Offer Part I: Conditions of the Offer The Offer will be subject to the following conditions: Acceptances 1. valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as FSU Investments may, subject to the rules of the City Code or with the consent of the Panel, decide) in respect of not less than 75 per cent. (or such lower percentage as FSU Investments may decide) of the SDI Shares to which the Offer relates and of the voting rights attached to those shares, provided that this condition will not be satisfied unless FSU Investments shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) SDI Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of SDI, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to SDI Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise. For the purposes of this condition: (i) SDI Shares which have been unconditionally allotted shall be deemed to carry the voting rights they will carry upon issue; and (ii) the expression 'SDI Shares to which the Offer relates' shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006; (iii) notwithstanding the terms of this Condition, FSU Investments has committed to declare the Offer unconditional as to acceptances if, taking account of the irrevocable undertakings received from SDI Shareholders not to accept the Offer but to vote in favour of resolutions to cancel the admission of SDI Shares to trading on AIM and to re-register SDI as a private company, FSU Investments has received sufficient acceptances to procure the passing of such resolutions. Management Arrangements 2. the passing at a general meeting of SDI (or any adjournment thereof) of the resolution to be set out in a notice of general meeting of SDI appearing in the Offer Document approving certain arrangements relating to members of the Management Team or of such other resolution or resolutions as may be required by the Panel to approve those arrangements; Regulatory intervention 3. no government or governmental, quasi governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a 'Third Party') having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to: (i) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, SDI by FSU Investments void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise directly or indirectly prohibit, or restrain, restrict, delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise require amendment of the Offer or the acquisition of any such shares or securities by FSU Investments; (ii) require, prevent or materially delay the divestiture or materially alter (MORE TO FOLLOW) Dow Jones Newswires July 16, 2010 02:00 ET (06:00 GMT)