TIDMINTQ
RNS Number : 1165T
Toscafund Asset Management LLP
23 March 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
RECOMMENDED CASH OFFER
FOR
INTERNETQ PLC
BY
DMWSL 805 LIMITED
Clarification announcement
Offer declared unconditional in all respects and extension of
the Offer
23 March 2016
Further to the announcement made by DMWSL 805 Limited ("Bidco")
at 16.10 on 23 March 2016 (the "Prior Announcement") regarding its
recommended cash offer for InternetQ plc ("InternetQ"), Bidco
clarifies that as at 1.00 p.m. on 23 March 2016 Bidco either had
acquired or had received valid acceptances of the Offer in respect
of, in aggregate, 28,732,612 InternetQ Shares (representing
approximately 71.61 per cent. of the existing issued share capital
of InternetQ held outside of treasury) all of which may be counted
towards satisfaction of the Acceptance Condition. In addition,
Bidco had acquired an interest in a further 3,625,807 InternetQ
Shares (representing approximately 9.04 per cent. of the existing
issued share capital of InternetQ held outside of treasury) which
may not be counted towards satisfaction of the Acceptance Condition
until Bidco is the registered holder of those shares (which is
expected to occur on or before 29 March 2016).
Bidco confirms that the Acceptance Condition has been waived
down to 70 per cent. of the existing issued InternetQ Shares held
outside of treasury and accordingly the Acceptance Condition has
been satisfied. All of the other Conditions to the Offer have now
been waived and the Offer has been declared unconditional in all
respects.
As explained in the Prior Announcement, the Offer will remain
open for acceptance until further notice (and will not, in any
event, close before 12 April 2016).
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Offer Document, a copy of which is available on
InternetQ's website at www.internetq.com, Toscafund's website at
www.toscafund.com and Penta's website at www.pentacapital.com.
Enquiries:
Toscafund Asset Management LLP
Nigel Gliksten Tel: +44(0) 207 845 6100
Whitman Howard Limited (financial adviser to Bidco)
Nick Lovering/Ranald McGregor-Smith Tel: +44 (0) 207 659 1234
Whitman Howard Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. Whitman Howard Limited
is acting as financial adviser exclusively for Toscafund and Bidco
and no-one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters referred to in this announcement and will
not be responsible to anyone other than Toscafund and Bidco for
providing the protections afforded to clients of Whitman Howard
Limited, nor for providing advice in relation to any matter
referred to herein.
Important Notices
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer is being made solely by means
of the Offer Document and, in respect of InternetQ Shares held in
certificated form, the Form of Acceptance, which contain the full
terms and conditions of the Offer, including details of how the
Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in those documents.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. Unless
otherwise permitted by applicable law and regulation, the Offer may
not be made, directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of, any
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The receipt of cash pursuant to the Offer by InternetQ
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other, tax laws.
Each InternetQ Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of accepting
the Offer.
This announcement has been prepared for the purpose of complying
with English law and the City Code and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside of England and Wales.
Notice to US investors
The Offer is being made for securities in an English company and
InternetQ Shareholders in the United States should be aware that
this announcement, the Offer Document and any other documents
relating to the Offer have been, or will be, prepared in accordance
with the City Code and UK disclosure requirements, format and
style, all of which differ from those in the United States. All
financial information that is included in this announcement or that
may be included or referred to in the Offer Document or any other
documents relating to the Offer, have been, or will be, prepared in
accordance with International Financial Reporting Standards adopted
by the European Union and therefore may not be comparable to
financial statements of US companies or companies whose financial
statements are prepared in accordance with US GAAP.
The Offer, if required to be made, will be made in the United
States pursuant to applicable exemptions under the US tender offer
rules and securities laws and otherwise in accordance with the
requirements of the City Code, the Panel and the London Stock
Exchange. Accordingly, the Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law. In the United States, the Offer
will be made solely by Bidco and not by its financial adviser.
Both InternetQ and Bidco are companies incorporated under the
laws of England and Wales. It may not be possible for InternetQ
Shareholders in the United States to effect service of process
within the United States upon InternetQ or Bidco or their
respective officers or directors or to enforce against any of them
judgments of the United States predicated upon the civil liability
provisions of the federal securities laws of the United States. It
may not be possible to sue InternetQ or Bidco or their respective
officers or directors in a non-US court for violations of the US
securities laws. There is also substantial doubt as to
enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgments of US courts, based on
civil liability provisions of US federal securities laws.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm 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.
(MORE TO FOLLOW) Dow Jones Newswires
March 23, 2016 14:32 ET (18:32 GMT)
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. 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 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
(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.
Purchases outside the Offer
Bidco or its nominees or brokers (acting as agents) may purchase
InternetQ Shares otherwise than under the Offer, such as in the
open market or through privately negotiated purchases. Such
purchases shall comply with the Code, the AIM Rules and the rules
of the London Stock Exchange.
Publication on websites
A copy of this announcement, the Offer Document and other
documents in connection with the Offer will, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, be available free of charge for inspection on
InternetQ's website at www.internetq.com, Toscafund's website at
www.toscafund.com and Penta's website at www.pentacapital.com
during the course of the Offer. The contents of websites referred
to in this announcement are not incorporated into, and do not form
part of, this announcement.
In accordance with Rule 30.2 of the Code, InternetQ Shareholders
may request a hard copy of this announcement by contacting Nick
Lovering or Ranald McGregor-Smith at Whitman Howard Limited during
business hours on Tel: +44 (0) 207 659 1234 or by submitting a
request in writing to either of them at Whitman Howard Limited,
First Floor, Connaught House, 1-3 Mount Street, London W1K 3NB,
UK.
Time
All times referred to in this announcement are London times,
unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPVXLFLQXFLBBV
(END) Dow Jones Newswires
March 23, 2016 14:32 ET (18:32 GMT)
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