Update on Covid-19 re Dividend, AGM, Annual Report

27 March 2020

FDM Group (Holdings) plc ("FDM Group" or "the Company")

Update on COVID-19 in relation to Dividend, Annual General Meeting and Annual Report

Retirement of Robin Taylor as a Non-Executive Director

Final Dividend for the year ended December 2019

In FDM Group's Preliminary Announcement of Financial Results for the year ended 31 December 2019 published on 11 March 2020 ("Preliminary Announcement"), the Board expressed the intention to recommend a final dividend of 18.5 pence per ordinary share in respect of that year which, subject to the approval of shareholders at the 2020 Annual General Meeting, would have been payable on 12 June 2020 to shareholders on the record on 22 May 2020. The cost of the proposed final dividend was £20.2 million.

As stated in the Preliminary Announcement, the Group's financial position is robust, with a year-end cash balance of £37.0 million and no debt. The Board also stated that it would continue to monitor closely the escalating COVID-19 pandemic. At this early stage, our agile end-to-end business model appears to be relatively resilient to the challenges which are emerging in the marketplace. Although a small number of our Mounties have returned from client deployment, the vast majority of them continue to work on their client engagements, typically remotely. However, it is not possible at this stage to predict the scale of the eventual impact of COVID-19 on businesses and economies around the world. In this context, the Board considers it appropriate to maintain maximum resilience through a strong balance sheet and, as a consequence, no longer intends to recommend a final dividend for the year ended 31 December 2019.

The Board will keep the position under review and may consider one or more interim dividends in respect of the current financial year if future circumstances through the remainder of this year support such an approach.

Annual General Meeting 2020

In the Preliminary Announcement, the Company indicated that it would be holding its Annual General Meeting on 29 April 2020 ("AGM"). In the light of the COVID-19 pandemic and the UK Government's newly introduced restrictions on gatherings designed to protect public health, the Board has decided to postpone the AGM. In line with the requirements of the Companies Act 2006, the Board currently intends to hold the AGM no later than 30 June 2020 and will give the appropriate notice to shareholders in advance of the revised date, subject to any relevant changes in legislation or Government guidance that may be introduced in the coming weeks.

The Company had previously announced that Robin Taylor, Chair of the Audit Committee, would retire from the Board at the close of the AGM on 29 April 2020. Notwithstanding that our AGM has now been postponed, Robin will step down in any event on 29 April 2020 and Alan Kinnear will be appointed Chair of the Audit Committee on that date.

Annual Report in respect of the year ended December 2019 

The Company's Annual Report and Accounts in respect of the year ended 31 December 2019 ("Annual Report 2019"), which was approved by the Board on 10 March 2020, is expected to be distributed to shareholders and published on FDM Group's website during the week beginning 30 March 2020. The information in the Annual Report 2019 relating to the previous intention to pay a final dividend and the timing of the AGM has been superseded by the information set out in this announcement.

The Board continues to monitor the situation relating to the COVID-19 pandemic and its impact and will update shareholders further on any material business or corporate developments via the Regulatory Information Service.

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