Field Systems Designs Holdings ("FSD") engages in the design, project management, supply, installation, servicing and maintenance of mechanical & electrical projects in the UK. It primarily services the water utilities sector. FSD has been publicly listed for over 25 years, most recently on the Aquis Stock Exchange since 2012. The Directors believed that in order to achieve its full potential FSD would be better suited to a private company environment, where its current management would be in a stronger position to deliver its longer-term business plan. FSD Group ("Bidco") was incorporated by the management of FSD in order to make the Offer.
The Offer was made under the rules of the UK Takeover Code by way of a Scheme of Arrangement. Bidco received irrevocable undertakings from FSD shareholders representing 87.7% of the FSD Shares in issue, to vote in favour of the resolutions at the FSD shareholder meetings. The BDO public company team advised the independent directors of FSD, as rule 3 adviser, on the financial terms of the Offer.
“Although FSD is relatively small we had expected from the outset that the location and identification of long-term shareholders, together with overcoming market bureaucracy, would have inherent challenges and difficulties. We were really impressed with how the BDO team were able to leverage their knowledge and capabilities to overcome some of these challenges and deliver a high level of service throughout the transaction. The transaction was transformational for us and BDO’s support greatly assisted us in achieving a successful result. We would highly recommend the services of BDO."
Bruce Smith, FSD