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LONDON - FSD Group Limited, a private company, has agreed to acquire Field Systems Designs Holdings plc (FSD), a provider of mechanical and electrical projects primarily servicing the UK water utilities sector. The deal, announced today, values FSD at approximately £3.1 million and is expected to be completed through a Scheme of Arrangement under the Companies Act 2006.
FSD shareholders are set to receive 40 pence in cash and 15 pence in Bidco Loan Notes for each FSD share, totaling 55 pence per share. This offer represents a 22.2% premium over the closing price of 45 pence per FSD share on May 2, 2025, and a 29.4% premium over the average closing price from March 1, 2019, to February 27, 2025.
The acquisition aims to transition FSD from public to private, a move supported by FSD’s Independent (LON:IOG) Directors. They believe this change will better position the company to execute its long-term business plan, as the public listing has provided limited growth and access to capital while incurring significant costs and regulatory burdens.
FSD has experienced fluctuating financial performance, with turnover and profit before tax varying notably from 2019 to 2022. The Independent Directors assert that the company’s share price has not reflected these changes or the underlying performance of the company.
The cash component of the acquisition will be funded from FSD Group’s existing cash resources. The Bidco Loan Notes will provide an annual interest rate of 5%. FSD has not paid dividends for several years and is not expected to do so in the near future. The acquisition is seen as an opportunity for shareholders to realize their investment at a premium.
The company’s senior management team has been strengthened post-COVID-19, and the Independent Directors have consulted with significant shareholders who have expressed support for the acquisition. They have provided irrevocable undertakings, representing approximately 87.7% of FSD’s issued share capital.
The Independent Directors also believe that FSD employees will benefit from enhanced future employment opportunities within the enlarged group. Bidco has stated that it does not intend to make changes to FSD’s places of business or materially alter employment conditions post-acquisition.
Completion of the acquisition is subject to shareholder approval and court sanction. The Independent Directors, advised by BDO, unanimously recommend shareholders to vote in favor of the acquisition, which they consider fair and reasonable.
This news is based on a press release statement.
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