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LONDON - Shareholders of Field Systems Designs Holdings PLC (FSD) have overwhelmingly approved the acquisition of the company by FSD Group Limited (Bidco), a transaction to be completed through a scheme of arrangement as per the UK Companies Act 2006. The approval was secured during the Court Meeting and General Meeting held on Monday.
At the Court Meeting, 98.0% of the votes cast by Scheme Shareholders, representing 81.6% of the total number of Scheme Shares, were in favor of the acquisition. The resolution was passed on a poll vote, with a majority in number of Scheme Shareholders who voted in person or by proxy supporting the move.
The General Meeting followed suit, with the Special Resolution to implement the Scheme receiving 98.0% approval, with no votes withheld. The Special Resolution encompassed the implementation of the Scheme, amendments to the Articles, withdrawal of FSD Shares from the AQSE Growth Market, and the re-registration of FSD as a private limited company.
Despite administrative difficulties preventing two shareholders, Max Engler and Bernhard Meier, from instructing their nominee, Aurora Nominees Limited, to vote, both expressed continued support for the acquisition.
The last day of dealings in FSD Shares on the AQSE Growth Market is set for today, with the shares slated to be withdrawn from trading starting from 7.00 a.m. on June 10, 2025. FSD will also be applying to re-register as a private limited company.
The completion of the acquisition is contingent upon the fulfillment or waiver of the remaining conditions listed in the Scheme Document, including the final sanction by the Court at the Scheme Sanction Hearing scheduled for June 26, 2025. The dates outlined in the Scheme Document are subject to change.
This announcement is based on a press release statement and confirms the shareholder approval of the acquisition of Field Systems Designs Holdings PLC by Bidco.
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