Announcement • May 07

Nigel Billings, Ross Hunter, Alan Lloyd, Nigel Smith and Garry Hall reached agreement to acquire an remaining 98.20% stake in Field Systems Designs Holdings Plc (OFEX:FSD) from Smith & Williamson Nominees Limited, Aurora Nominees Limited, Lynchwood Nominees Ltd, Andrew Haines, Bruce David Smith, Dorothy Faith Lower and others for £3.1 million.

Nigel Billings, Ross Hunter, Alan Lloyd, Nigel Smith and Garry Hall reached agreement to acquire an remaining 98.20% stake in Field Systems Designs Holdings Plc (OFEX:FSD) from Smith & Williamson Nominees Limited, Aurora Nominees Limited, Lynchwood Nominees Ltd, Andrew Haines, Bruce David Smith, Dorothy Faith Lower and others for £3.1 million on May 6, 2025. A cash consideration valued at £0.4 per share will be paid by the bidco and a principal amount of £0.15 per share in Bidco Loan Notes. Nigel Billings and Ross Hunter, in respect of a total of 100,000 FSD Shares, representing approximately 1.8% of the issued share capital of FSD. The Cash Consideration, being £2,277,000, will be satisfied in full through cash resources provided by way of a loan to Bidco by FSD. Bidco and FSD have each undertaken to the other, conditional upon the Scheme becoming Effective and FSD being re-registered as a private limited company (which is expected to be before the Scheme becomes Effective), that they will procure the entry into the Loan Agreement for an amount of £2.3 million immediately after the Scheme is made Effective or, if later, the day that FSD is re-registered as a private limited company. 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. Following completion of the Acquisition, it is the intention of the Bidco Board to continue to operate the FSD Group's business in the same manner and with the same objectives and strategy, as at present. The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by target shareholders, subject to antitrust regulations and subject to court approval and the Scheme becoming Effective no later than the Long Stop Date September 30, 2025. The deal has been unanimously approved by the board. BDO LLP acted as financial advisor Gateley Legal acted as legal advisor and Share Registrars Limited is the registrar for Field Systems Designs Holdings Plc.

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