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LONDON - Field Systems Designs Holdings PLC (FSD), a company specializing in engineering services, has agreed to an acquisition by FSD Group Limited (Bidco), as revealed in a Scheme Document published on Thursday. The transaction is set to be executed through a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
The Scheme Document, which outlines the terms of the acquisition and the procedural steps involved, has been made available to FSD shareholders on the company’s website. It includes a letter from the Chair of FSD, a statutory explanatory statement, and details of the Court and General Meetings where shareholders will vote on the acquisition.
The independent directors of FSD, with financial advice from BDO LLP, have unanimously recommended the acquisition to shareholders, deeming the terms fair and reasonable. The directors, who collectively hold approximately 27.7% of FSD’s issued share capital as of May 14, 2025, have irrevocably committed to vote in favor of the transaction.
In total, Bidco has secured irrevocable undertakings from shareholders representing approximately 87.7% of FSD’s issued share capital, signaling strong support for the acquisition. These commitments are detailed in the Scheme Document, which also specifies the conditions that must be met for the acquisition to proceed.
Shareholders are encouraged to submit their votes for the Court Meeting and the General Meeting scheduled for June 9, 2025. The Scheme requires the approval of a majority of voting shareholders, representing at least 75% in value of the votes cast.
If the Scheme is approved, it is expected that FSD shares will be delisted from the AQSE Growth Market on June 10, 2025, with the acquisition anticipated to become effective by June 30, 2025. Shareholders have been advised to review the Scheme Document in full to make an informed decision regarding the acquisition.
The information for this article is based on a press release statement.
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