Field SystemsDesigns - Publication and Posting of Scheme Document

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

15 MAY 2025

RECOMMENDED ACQUISITION

OF

FIELD SYSTEMS DESIGNS HOLDINGS PLC ("FSD")

BY

FSD GROUP LIMITED ("BIDCO")

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Publication and Posting of Scheme Document

On 6 May 2025, the Board of Bidco and the FSD Independent Directors announced that they had reached agreement on the terms of a recommended acquisition by Bidco of the entire issued and to be issued ordinary share capital of FSD (the "Acquisition"), to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").  Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below).  All references to times in this announcement are to London times unless otherwise stated.

The FSD Independent Directors are pleased to announce the publication of a circular in relation to the Acquisition (the "Scheme Document"), which, together with the Forms of Proxy for the Court Meeting and General Meeting has been published today (subject to certain restrictions relating to persons in Restricted Jurisdictions) and posted or made available online on the following website at www.fsdl.co.uk to FSD Shareholders. The Scheme Document contains, amongst other things, a letter from the Chair of FSD, a statutory explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, the full terms and conditions of the Scheme, notices convening the Court Meeting and the General Meeting and details of the actions to be taken by Scheme Shareholders and FSD Shareholders.

Hard copies of the Scheme Document and Forms of Proxy and/or a website notification of availability (providing details of the website where the Scheme Document may be accessed) are being sent to FSD Shareholders today (depending on communication preferences selected).  Hard copies of the Forms of Proxy for the Court Meeting and the General Meeting are being posted to FSD Shareholders.

The Scheme Document will be made available (subject to any applicable restrictions relating to persons in, or resident, in Restricted Jurisdictions) for inspection free of charge, on FSD's website at www.fsdl.co.uk  by no later than 12 noon on the Business Day following the publication of the Scheme Document and will be available up to and including the end of the Offer Period. Save as expressly referred to in the Scheme Document, neither the contents of this website nor the contents of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

FSD Independent Directors' Recommendation

The FSD Independent Directors, who have been so advised by BDO LLP as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the FSD Independent Directors, BDO LLP has taken into account the commercial assessments of the FSD Independent Directors. BDO LLP is providing independent financial advice to the FSD Independent Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the FSD Independent Directors believe that the terms of the Acquisition are in the best interests of FSD Shareholders as a whole and unanimously recommend that all Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that FSD Shareholders vote in favour of the Resolution at the General Meeting as the FSD Independent Directors who hold FSD Shares have irrevocably undertaken to do in respect of their own beneficial holdings of FSD Shares, amounting in aggregate to 1,576,668 FSD Shares, representing approximately 27.7 per cent. of the issued share capital of FSD as at 14 May 2025.

FSD Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Irrevocable Undertakings

Bidco has received irrevocable undertakings to vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the Resolution at the General Meeting from the FSD Independent Directors who hold FSD Shares who hold, in aggregate, of 1,576,668 FSD Shares, representing approximately 27.7 per cent. of the issued share capital of FSD as at 14 May 2025.

Bidco has received irrevocable undertakings to vote in favour (or procure a vote in favour) of the Resolution at the General Meeting from the Bidco Directors who hold FSD Shares who hold, in aggregate 100,000 FSD Shares, representing approximately 1.8 per cent. of the issued ordinary share capital of FSD as at 14 May 2025. The Bidco Directors who hold FSD Shares have undertaken that they will not exercise their voting rights to vote at the Court Meeting.

In addition to the irrevocable undertakings received from the FSD Independent Directors described above, Bidco has received irrevocable undertakings to vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting from other FSD Shareholders who hold, in aggregate, 3,318,332 FSD Shares, representing approximately 58.3 per cent. of the issued share capital of FSD as at 14 May 2025.

Accordingly, Bidco has received irrevocable undertakings in respect of a total of 4,995,000 FSD Shares, representing, in aggregate, approximately 87.7 per cent. of the issued share capital of FSD on the Last Practicable Date.

Further details of these irrevocable undertakings are set out in paragraph 5 of Part VII (Additional Information on FSD and Bidco) of the Scheme Document.

Notice of the Court Meeting and General Meeting

As further detailed in the Scheme Document, to become Effective the Scheme requires, among other things:

·         the approval of the Scheme by a majority in number of the Scheme Shareholders who are present, whether in person or by proxy, at the Court Meeting and who represent not less than 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders;

·         the passing by FSD Shareholders of the Resolution by no less than the requisite 75 per cent. majority at the General Meeting; and

·         the Scheme being sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and FSD) and a copy of the Court Order being delivered to the Registrar of Companies.

The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document.

Notices convening the Court Meeting and the General Meeting for 11.00 a.m. and 11.15 a.m. respectively on 9 June 2025 (or, in respect of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), each to be held at Blackbrook House, Dorking Business Park, Station Road, Dorking, Surrey RH4 1HJ, are set out in the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Scheme Shareholders are therefore strongly encouraged to complete, sign and return their Forms of Proxy or to appoint a proxy electronically using any of the methods set out in the Scheme Document, as soon as possible and, in any event, by no later than 11.00 a.m.  on 5 June 2025 in the case of the Court Meeting and by no later than 11.15 a.m. on 5 June 2025 in the case of the General Meeting (or, in the case of any adjournment, not later than 48 hours before the fixed time for the holding of the adjourned meeting, excluding any part of such 48 hour period falling on a day that is not a working day). Doing so will not prevent you from attending, speaking and voting in person at the Meetings if you wish and are entitled to do so.

In the case of the Court Meeting only, if the BLUE Form of Proxy for the Court Meeting is presented in person to the Share Registrars representative who will be present at the Court Meeting, at any time prior to the commencement of the Court Meeting, it will still be valid.

Scheme Shareholders should read the Scheme Document in its entirety before making a decision in respect of the Scheme.

Withdrawal of admission to trading on Aquis and re-registration as a private company

If the Scheme is approved by the Scheme Shareholders and the Resolution is approved by FSD Shareholders, then, under the anticipated timetable, it is expected that FSD Shares will be withdrawn from admission to trading on the AQSE Growth Market from 7:00 a.m. on 10 June 2025.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders at the Court Meeting, the requisite majority of eligible FSD Shareholders at the General Meeting and the satisfaction or (if capable of waiver) waiver of the other Conditions set out in the Scheme Document, including the sanction of the Court. The Scheme is expected to become effective on or around 30 June 2025.

The dates and times given in the expected timetable are indicative only and are based on FSD's current expectations and may be subject to change.  If any of the expected times and/or dates change, the revised times and/or dates will be notified to FSD Shareholders by announcement through a Regulatory Information Service.

If you have any questions about this announcement, the Scheme Document, the Court Meeting, the General Meeting, how to submit your proxies online or to complete the Forms of Proxy, please call FSD's registrars, Share Registrars on +44 (0) 1252 821390 Calls are charged at the standard geographic rate and will vary by provider. Lines are open between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Please note that Share Registrars cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries:

FSD and Bidco

Nigel Billings                                                                                         Tel: +44 (0)1306 880 800

BDO (Financial Adviser)

John Stephan                                                                                        Tel :+44(0) 207 486 5888

Susan Jarram                                                                                        Tel: +44(0) 207 486 5888

Gateley Legal is acting as legal adviser to FSD.

Important notices

BDO LLP ("BDO"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for FSD in connection with the Acquisition and for Bidco in connection with the Financing for the Acquisition statement made in section 5 of Part II of the Scheme Document, and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than FSD for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement, or any other matters referred to in this Announcement. Neither BDO nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BDO in connection with this Announcement, any statement contained herein or other matter or arrangement referred to herein or otherwise.

Further information

This Announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of FSD in any jurisdiction in contravention of applicable law. This Announcement does not constitute a prospectus or a prospectus equivalent document.

The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document). Any vote in respect of the Acquisition should only be made on the basis of the information contained in the Scheme Document, which will contain the full terms and conditions of the Acquisition (including details of how to vote).  FSD Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been dispatched.

Please be aware that addresses, electronic addresses and certain other information provided by FSD Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from FSD may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are not resident in the UK or who are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their FSD Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws or regulations in that jurisdiction. To the fullest extent permitted by applicable law and regulation, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

The Acquisition will be subject to the applicable requirements of English law, the Code, the Panel, the Aquis Rules and the FCA.

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws or regulations of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition.

Further details in relation to FSD Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Additional information for U.S. investors

U.S. shareholders should note that the Acquisition relates to an offer for the shares of a UK company and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the Acquisition is subject to the requirements and practices applicable to a scheme of arrangement involving a target company in the UK listed on Aquis, which differ from the requirements of the U.S. tender offer and proxy solicitation rules. The financial information with respect to the FSD Group included in this Announcement and the Scheme Document has been or will have been prepared in accordance with IFRS and thus may not be comparable to the financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. tender offer rules.

It may be difficult for U.S. shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Acquisition, since FSD and Bidco are each located in a country other than the United States, and some or all of their respective officers and directors may be residents of countries other than the United States. U.S. shareholders may not be able to sue FSD, Bidco or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel FSD or Bidco and their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court for violations of the U.S. securities laws.

Neither the SEC nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

In accordance with normal UK practice and pursuant to Rule 4e-5(b) of the U.S. Exchange Act, Bidco, certain of its affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of FSD outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the U.S. Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the Aquis website at www.aquis.eu.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 p.m. (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 securities exchange 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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

No profit forecasts or estimates

Nothing in this Announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Bidco or FSD for the current or future financial years will necessarily match or exceed the historical published earnings or earnings per share for Bidco or FSD, as appropriate.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco or FSD contain statements which are, or may be deemed to be, "forward-looking statements". All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of Bidco and FSD about future events and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Bidco, the Wider Bidco Group, the Wider FSD Group and the Enlarged Group, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "budget", "targets", "aims", "scheduled", "estimates", "forecast", "intends", "anticipates", "seeks", "prospects", "potential", "possible", "assume" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Bidco and FSD give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of Bidco and/or FSD) because they relate to events and depend on circumstances that may or may not occur in the future.

There are a number of factors that could affect the future operations of the Wider Bidco Group, the Wider FSD Group and/or the Enlarged Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction (or, where permitted, waiver) of the Conditions, as well as additional factors, such as: domestic and global business and economic conditions; the impact of pandemics, asset prices; market‑related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability (including exposures to terrorist activities, the UK's exit from the European Union, Eurozone instability, the Russia-Ukraine conflict, the ongoing conflict in the Middle East, disruption in business operations due to reorganisation activities, interest rate, inflation, deflation and currency fluctuations), the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities) or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this Announcement. Neither the Bidco Group, the FSD Group, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties. All forward-looking statements contained in this Announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Code, the UK Market Abuse Regulation, the Aquis Rules and the DTRs), neither the Wider Bidco Group nor the Wider FSD Group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Publication of this Announcement

This Announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on FSD's website at www.fsdl.co.uk by no later than 12 noon (London time) on the Business Day following the publication of this Announcement. Neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks in this Announcement is incorporated into, or forms part of, this Announcement.

FSD Shareholders may, subject to applicable securities laws, request a hard copy of this Announcement (and any information incorporated into it by reference to another source) by contacting FSD's registrars, Share Registrars, between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) on +44 (0)1252 821 390, or by submitting a request in writing to Share Registrars at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX, with an address to which the hard copy may be sent. Calls are charged at the standard geographic rate and will vary by provider. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. FSD Shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates and times above are indicative only and will depend, inter alia, on the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the Scheme Court Order is delivered to the Registrar of Companies. If any of the expected dates change, FSD will give adequate notice of any change by issuing an announcement through a Regulatory Information Service and, if required by the Panel, sending notice of the change(s) to FSD Shareholders and other persons with information rights. FSD must implement the Scheme in accordance with the expected timetable unless (i) the FSD Independent Directors withdraw its recommendation of the Scheme, (ii) the FSD Independent Directors announce their decision to propose an adjournment of the Meetings or the Scheme Sanction Hearing, (iii) a Meeting or the Scheme Sanction Hearing is adjourned, or (iv) any Condition is invoked in accordance with the Takeover Code.

(1)  All references in this document to times are to times in London unless otherwise stated. The dates and times given are indicative only and are based on FSD's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to FSD Shareholders by announcement through a Regulatory Information Service.

(2)  The BLUE Form of Proxy for the Court Meeting may, alternatively, be presented in person to the Share Registrar representative who will be present in person at the Court Meeting at any time prior to the commencement of the Court Meeting. However, if possible, FSD Shareholders are requested to lodge the BLUE Forms of Proxy by 11.00 a.m. (London time) on 5 June 2025 or, in the case of an adjournment of the Court Meeting, not later than 48 hours before the time and date set for the adjourned Court Meeting, excluding any part of such 48 hour period falling on a day that is not a working day.

(3)  The WHITE Form of Proxy for the General Meeting must be lodged with FSD's Registrar, Share Registrars, by no later than 11.15 a.m. (London time) on 5 June 2025 in order for it to be valid, or, if the General Meeting is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting, excluding any part of such 48-hour period falling on a day that is not a working day. If the WHITE Form of Proxy is not returned by such time, it will be invalid.

(4)  If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.30 p.m. on the date which is 48 hours before the time and date set for the adjourned meeting (excluding any part of such 48-hour period falling on a day that is not a working day).

(5)  The Court Meeting and the General Meeting will be held at Blackbrook House The Dorking Business Park, Station Road, Dorking, England, RH4 1HJ. The General Meeting will commence at 11.15 a.m. (or as soon as reasonably practicable thereafter as the Court Meeting is concluded or adjourned).

(6)  This will be the date on which the Court Order is delivered to the Registrar of Companies, subject to the satisfaction (or, if applicable, waiver) of the Conditions.