Pubished 8th August 2017
Chisbridge Limited -
Released 15:09 08-Aug-2017
RNS Number : 4372N
08 August 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
FOR IMMEDIATE RELEASE
8 August 2017
InterQuest Group plc ("InterQuest")
Chisbridge Limited ("Chisbridge")
On 18 May 2017, Chisbridge announced its intention to make a cash offer, with a loan note alternative, for the whole of the issued and to be issued share capital of InterQuest. The full terms of, and conditions to, the Offer and the procedures for acceptance were set out in the Offer Document published by Chisbridge on 1 June 2017.
On 25 July 2017, Chisbridge received valid acceptances from InterQuest shareholders in respect of 19,552,500 InterQuest Shares, representing 50.58 per cent. of the issued ordinary share capital of InterQuest, which Chisbridge counted towards the satisfaction of the acceptance condition of the Offer set out in the Offer Document, declaring the Offer unconditional in all respects.
As at 1.00 p.m. on 8 August 2017 (the "Closing Date"), Chisbridge has received valid acceptances from InterQuest Shareholders in respect of 22,544,070 InterQuest Shares, representing 58.32 per cent. of the issued ordinary share capital of InterQuest, which Chisbridge can count towards the satisfaction of the acceptance condition of the Offer set out in the Offer Document.
THE OFFER IS NOW CLOSED.
Settlement of consideration
The consideration to which any InterQuest Shareholder accepting the Offer is entitled under the Offer will be settled within 14 days of such receipt of valid acceptances received while the Offer remained open for acceptance, in each case in the manner described in the Offer Document.
Save as disclosed above, as at close of business on 7 August 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).
Defined terms used but not defined in this announcement have the meanings set out in the Offer Document.
The information communicated in this Announcement is inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
Gary Ashworth Tel: +44 (0)7909 912 800
SPARK Advisory Partners Limited (Financial Adviser)
Matt Davis / Miriam Greenwood / James Keeshan Tel: +44 (0)203 368 3550
Interests in relevant securities
Of the acceptances received, these include those received in respect of 16,444,266 InterQuest Shares (representing approximately 42.5 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 12,546,262 InterQuest Shares, representing approximately 32.5 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.
As at the close of business on 7 August 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
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.
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