Level of Acceptances - Update
Pubished 27th June 2017
Chisbridge Limited -
Level of Acceptances - Update
Released 15:15 27-Jun-2017
RNS Number : 3304J
27 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Defined terms used but not defined in this announcement have the same meanings as set out in the Offer Document.
FOR IMMEDIATE RELEASE
27 June 2017
InterQuest Group plc ("InterQuest")
Chisbridge Limited ("Chisbridge")
Level of Acceptances - Update
1. Level of Acceptances
As at 4.30 p.m. on 26 June 2017, Chisbridge has received valid acceptances in respect of 17,124,924 InterQuest Shares, representing approximately 45.38 per cent. of the issued ordinary share capital of InterQuest, which Chisbridge may count towards the satisfaction of the acceptance condition set out in the Offer Document (the "Acceptance Condition").
These acceptances include those received in respect of 16,009,328 InterQuest Shares (representing approximately 42.43 per cent. of the existing issued ordinary share capital of InterQuest) held by certain InterQuest Shareholders who had given an irrevocable undertaking and letters of intent in support of the Offer.
This figure includes the 12,509,262 InterQuest Shares, representing approximately 33.15 per cent. of the issued ordinary share capital of InterQuest, held by persons acting in concert with Chisbridge, which will also count towards the satisfaction of the Acceptance Condition.
Chisbridge continues to hold letters of intent in support of the Offer in respect of a further 434,938 InterQuest Shares (representing approximately 1.15 per cent. of the existing issued share capital of InterQuest) that remain outstanding.
On 22 June 2017, Chisbridge released an announcement extending the offer by 21 days to 1.00 p.m. on 13 July 2017 (the "Extension Announcement"). The Extension Announcement included the following statement regarding acceptances by certain InterQuest Shareholders who had given an irrevocable undertaking and letters of intent in support of the Offer:
"These acceptances include those received in respect of 15,281,328 InterQuest Shares (representing approximately 40.63 per cent. of the existing issued ordinary share capital of InterQuest) held by certain InterQuest Shareholders who had given an irrevocable undertaking and letters of intent in support of the Offer."
The total number of shares used to calculate this percentage level of acceptances in the Extension Announcement had not been adjusted for the issue of 122,500 shares issued following the exercise of share options announced by InterQuest on 6 June 2017. Accordingly the level of acceptances by certain InterQuest Shareholders who had given an irrevocable undertaking and letters of intent in support of the Offer as at 1.00 p.m. on 22 June 2017 should have been 40.50 per cent. after taking into account the new shares issued.
These figures have been superseded by the revised level of acceptances set out above.
3. Interests in relevant securities
As at the close of business on 26 June 2017 (the latest practicable date prior to the publication of this announcement), Chisbridge and the following persons acting in concert with it, had an interest in, a right to subscribe in respect of, or a short position in relation to certain relevant InterQuest securities. The nature of the interests or rights concerned and number of relevant InterQuest securities to which these apply are listed below:
Number of InterQuest Shares held
Percentage of InterQuest Shares*
Gary P and Clare Ashworth
David C Bygrave
*The total number shares issued by InterQuest has increased from 37,614,000 to 37,736,500 due to the exercise of options announced on 6 June 2017.
Save as disclosed above, as at close of business on 21 June 2017, being the latest practicable date prior to publication of this announcement, none of (i) Chisbridge, (ii) the directors of Chisbridge, or their respective related parties, (iii) (so far as Chisbridge is aware) any person acting in concert with Chisbridge, (iv) any person who has a dealing arrangement with Chisbridge or any person acting in concert with Chisbridge (a) is interested in, or has any rights to subscribe for, any relevant securities of InterQuest, or securities convertible or exchangeable into InterQuest Shares, (b) has any short position (whether conditional or absolute and whether in the money or otherwise) in, including any short position under a derivative or any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, any relevant securities of InterQuest or (c) has any borrowing or lending of any relevant securities of InterQuest (save for any borrowed InterQuest Shares which have been either on-lent or sold).
4. Procedure for acceptance of the Offer
InterQuest Shareholders who have not yet accepted the Offer are urged to do so by the following deadlines:
l If you hold InterQuest Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance as soon as possible and in any event so as to be received by the Receiving Agent, Neville Registrars, no later than 1.00 p.m. on 13 July 2017.
l If you hold your InterQuest Shares in uncertificated form (that is, in CREST), you should ensure than an electronic acceptance is made by you or on your behalf and that settlement is made no later than 1.00 p.m. on 13 July 2017.
Full details on how to accept the Offer are set out in the Offer Document, a copy of which is available on the offer website at www.chisbridge.com.
Shareholders with any questions relating to this announcement or the completion and return of the Form of Acceptance should telephone the Receiving Agent, Neville Registrars between 9.00 a.m. and 5.00 p.m. on Monday to Friday (except UK bank holidays) on 0121 585 1131. Calls to Neville Registrars are charged at standard geographic rates and will vary by provider. Calls from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. The helpline cannot provide advice on the merits of the proposals nor give any financial, legal or tax advice.
Gary Ashworth Tel: +44 (0)7909 912 800
SPARK Advisory Partners Limited (Financial Adviser)
Matt Davis / Miriam Greenwood Tel: +44 (0)203 368 3550
Apart from the responsibilities, if any, which may be imposed on SPARK Advisory Partners Limited by the Financial Services and Markets Act 2000, the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or the regulatory regimes established thereunder or the Code, SPARK Advisory Partners Limited does not accept any responsibility whatsoever for the contents of this announcement or for any statements made or purported to be made by it or on its behalf in connection with the Offer, SPARK Advisory Partners Limited accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
SPARK Advisory Partners which is regulated in the United Kingdom by The Financial Conduct Authority is acting exclusively as financial adviser to Chisbridge and no one else in connection with the Offer. SPARK Advisory Partners will not be responsible to anyone other than Chisbridge for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter referred to in this Announcement or otherwise.
The directors of Chisbridge accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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 pm (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 Takeover 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.
This information is provided by RNS
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