INTQ Internetq

 
TIDMINTQ 
 
2 February 2016 
 
                                 INTERNETQ PLC 
                  ('InternetQ', the 'Group' or the 'Company') 
 
                          Statement Re Possible Offer 
 
The Board announces that it has been approached by Toscafund Asset Management 
LLP, Penta Capital LLP (together "Tosca Penta") and Panagiotis Dimitropoulos 
(the Company's founder and CEO), acting jointly, about a possible offer for all 
of the outstanding shares in the Company which are not already owned by this 
consortium. The Board confirms that it has authorised the CEO to enter into 
discussions with Tosca Penta regarding a joint offer and that it has formed an 
Independent Committee to consider any offer. 
 
Discussions with the consortium are at a preliminary stage and Tosca Penta is 
undertaking a customary due diligence process in relation to the Company. This 
announcement is made without Tosca Penta's consent and is not a firm intention 
to make an offer under Rule 2.7 of the Code. There is no certainty that an 
offer will be made or what the terms of such offer may be. 
 
Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Takeover Code"), 
requires that the consortium, by not later than 5.00 p.m on 1 March 2016 (the 
"relevant deadline"), either announces a firm intention to make an offer for 
InternetQ in accordance with Rule 2.7 of the Takeover Code or announces that it 
does not intend to make an offer, in which case the announcement will be 
treated as a statement to which Rule 2.8 of the Takeover Code applies. The 
relevant deadline will only be extended with the consent of InternetQ and the 
Takeover Panel (the "Panel") in accordance with Rule 2.6(c) of the Code. 
 
Rule 2.10 disclosures: 
 
In accordance with Rule 2.10 of the Takeover Code, InternetQ Plc confirms that 
as at close of business on 1 February 2016 (being the last Business Day prior 
to the date of this Announcement), it has in issue 40,125,972 ordinary shares 
with voting rights of 0.25 pence each (excluding treasury shares). The 
International Securities Identification Number (ISIN) of the InternetQ shares 
is GB00B5BJJR09. 
 
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, 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 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  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. 
 
For further details: 
 
InternetQ                                  Tel: +44 (0) 20 3519 5250 
Panagiotis Dimitropoulos, CEO and Founder  Tel: +30 (697) 811 7520 
                                           Tel: +30 (694) 420 5275 
Veronica Nocetti, Chief Financial 
Officer 
 
FTI Consulting LLP                         Tel: +44 (0)20 3727 1000 
Charles Palmer / Chris Lane / Nicola 
Krafft / Karen Tang 
 
RBC Capital Markets                        Tel: +44 (0)20 7653 4000 
Pierre Schreuder / Ema Jakasovic 
 
Canaccord Genuity                          Tel: +44 (0)20 7523 8000 
Simon Bridges / Emma Gabriel 
 
About InternetQ plc: 
 
InternetQ is a leading digital content and mobile marketing services company 
with operations spanning Asia, Europe, Africa and the Americas. It offers 
proprietary technology platforms to help mobile network operators, brands, and 
media companies to conduct targeted, interactive and measurable marketing 
initiatives on mobile devices. Its mobile value added services include Akazoo, 
which allows consumers to purchase digital music content and Minimob, its smart 
mobile marketing and advertising platform to conduct effective and measurable 
campaigns on mobile phones and achieve user engagement and app 
monetization. All of InternetQ's products are underpinned by the rapid global 
growth in smart devices and the thriving app economy. 
 
InternetQ is a publicly traded company listed on the AIM market of the London 
Stock Exchange, under the symbol INTQ.  For investor related queries, please 
email: ir@internetq.com 
 
                                     ENDS 
 
 
 
END 
 

(END) Dow Jones Newswires

February 02, 2016 08:13 ET (13:13 GMT)

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