Response to Offer Declared Unconditional
Pubished 26th July 2017
InterQuest Group PLC - ITQ
Response to Offer Declared Unconditional
Released 16:20 26-Jul-2017
RNS Number : 1980M
InterQuest Group PLC
26 July 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
26 July 2017
InterQuest Group plc
("InterQuest" or the "Company")
Response to Offer Declared Unconditional in All Respects
The independent director of the Company (being David Higgins) (the "Independent Director") notes the announcement by Chisbridge Limited ("Chisbridge") on 25 July 2017 that it has received acceptances of its Offer of 19,552,500 InterQuest Shares, representing 50.58 per cent. of the existing issued share capital of InterQuest and that the Offer is now unconditional in all respects.
These acceptances include those received in respect of 16,444,266 InterQuest Shares held by Gary Ashworth and Clare Ashworth together with certain InterQuest Shareholders who had given an irrevocable undertaking and letters of intent in support of the Offer. Therefore, the level of take-up of Chisbridge's Offer from other InterQuest Shareholders was 3,108,234, representing only 7.88% of the existing issued share capital of the Company.
The Independent Director notes the intention statements made by Chisbridge in its Offer Document and the announcement on 25 July 2017, the fact that it will hold over 50 per cent. of the existing issued share capital of the Company, and in particular its intentions relating to a proposed cancellation of trading of InterQuest Shares on AIM. The Independent Director notes that any such cancellation would require the acquisition by Chisbridge of 75 per cent. or more of the voting rights of InterQuest pursuant to the Offer or, subsequent to the Offer, the approval by 75 per cent. or more of the votes cast at a general meeting convened for the purpose.
Therefore, providing InterQuest Shareholders holding at least 25 per cent. of the InterQuest Shares do not accept the Offer, and subsequently vote against any resolution seeking such a cancellation, Chisbridge will not be in a position to procure cancellation of the admission to trading on AIM of InterQuest Shares in the manner described.
As previously communicated in the circular posted to shareholders on 15 June 2017, the Independent Director, who has been so advised by Panmure Gordon, recommends that InterQuest Shareholders do not accept the Offer and take no action on the basis that it materially undervalues the Company.
Capitalised terms used in the Circular have the same meanings in this announcement, save where the context provides otherwise.
InterQuest Group plc
David Higgins (Independent Director)
Panmure Gordon (UK) Limited
(Financial Adviser, Nomad and Broker)
Dominic Morley Tel: +44 (0) 20 7886 2500
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for InterQuest and the Independent Director and no one else in connection with the Offer and will not be responsible to anyone other than InterQuest and the Independent Director for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to herein.
The Independent Director accepts responsibility for the information contained in this announcement. To the best of his knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which he is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
Publication on website:
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.interquestgroup.com by no later than 12 noon (London time) on 27 July 2017, being the date following the date of this announcement.
Disclosure requirements of the 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 announcement 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, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of InterQuest who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of InterQuest who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
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