TIDMITQ
RNS Number : 0955G
Chisbridge Limited
24 May 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 SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
24 May 2017
Disclosure under Rule 2.10 in respect of
CASH OFFER
for
InterQuest Group plc ("InterQuest")
by
Chisbridge Limited ("Chisbridge")
On 18 May 2017, Chisbridge announced the terms of a cash offer
pursuant to which Chisbridge will offer to acquire the entire
issued and to be issued ordinary share capital of InterQuest not
already directly or indirectly owned by it or its concert parties
(the "Offer").
Capitalised terms used in this announcement shall have the
meaning given to them in the firm offer announcement by InterQuest
in respect of the Offer dated 18 May 2017 (the "Offer
Announcement").
As set out in the Offer Announcement, Chisbridge has received an
irrevocable undertaking and letters of intent to accept the Offer
in respect of a total of 15,874,328 InterQuest Shares representing
approximately 42.2 per cent. of the InterQuest Shares.
On 19 May 2017, Chisbridge received an additional letter of
intent from Mr G.A. Mason representing 172,000 InterQuest
Shares.
On 22 May 2017, Chisbridge received three additional letters of
intent from Mr T. Bushell representing 112,000 InterQuest Shares,
from Mr A. Found representing 117,094 InterQuest Share, and from Mr
D. Richards representing 93,333 InterQuest Shares.
On 23 May 2017, Chisbridge received an additional letter of
intent from Ms C. Gittins representing 75,511 InterQuest
Shares.
Therefore, Chisbridge has received letters of intent and
irrevocable commitments from InterQuest Shareholders to accept the
Offer in respect of, in aggregate, 16,444,266 InterQuest Shares,
representing, in aggregate, approximately 43.72% per cent. of the
InterQuest Shares.
The information communicated in this Announcement is inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No. 596/2014.
Enquiries:
Chisbridge Gary Ashworth Chris
Eldridge +44 (0)7909 912 800
SPARK Advisory Partners -
Financial adviser to Chisbridge:
Matt Davis Mark Brady Miriam
Greenwood +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 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.
Further information
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 will be made solely by means
of the Offer Document and, in respect of InterQuest Shares held in
certificated form, the Form of Acceptance, which will 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 Shareholders
InterQuest Shareholders who are not resident in and citizens of
the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions.
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore persons who are subject to the laws
of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purposes of complying
with English law and the 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 the United Kingdom.
Unless otherwise determined by Chisbridge or required by the
Code and permitted by applicable law and regulation, the Offer will
not be made available, directly or indirectly, into or from a
Restricted Jurisdiction or any jurisdiction where to do so would
violate the laws in that jurisdiction and no person may accept the
Offer if to do so would constitute a violation of the laws in that
jurisdiction. Accordingly, unless otherwise determined by
Chisbridge or required by the Code and permitted by applicable law
and regulation, copies of this Announcement and formal
documentation relating to the Offer will not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction or any jurisdiction where to do so would
violate the laws of that jurisdiction.
Cautionary note regarding forward-looking statements
This Announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of the InterQuest Group and certain plans and objectives
of the boards of directors of InterQuest and Chisbridge. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments
made by the Management Team and Chisbridge in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate.
Forward-looking statements also include statements about
Chisbridge's beliefs and expectations related to the Offer being
declared wholly unconditional, benefits that would be afforded to
customers, and benefits to Chisbridge that are expected to be
obtained as a result of the Offer being declared wholly
unconditional. There can be no assurance that the Offer will be
declared wholly unconditional. By their nature, forward-looking
statements involve risk and uncertainty, and the factors described
in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this Announcement.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date. Nothing
contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
InterQuest or Chisbridge except where expressly stated.
All subsequent oral or written forward-looking statements
attributable to Chisbridge or InterQuest or any of their respective
members, directors, officers or employees or any persons acting on
their behalf are qualified in their entirety by the cautionary
statement above. All forward-looking statements included in this
Announcement are based on information available to Chisbridge and
InterQuest on the date hereof and are made only as of the date of
this Announcement. Undue reliance should not be placed on such
forward-looking statements.
Subject to compliance with the Code, neither InterQuest nor
Chisbridge intends, or undertakes any obligation, to update any
information contained in this Announcement.
Dealing 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 paper 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 paper
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 paper 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper 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 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 p.m. (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 paper
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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
You should note that, for the purposes of the above summary of
Rule 8 of the Code, Chisbridge is not treated as a paper offeror
and therefore there is no requirement to disclose interests or
dealings in the shares of Chisbridge under Rule 8 of the Code.
Publication of this Announcement
A copy of this Announcement (together with any document
incorporated by reference) will be available free of charge,
subject to any applicable restrictions relating to persons resident
in Restricted Jurisdictions, on Chisbridge website at
www.chisbridge.com by no later than 12 noon on 24 May 2017 until
the end of the Offer Period. For the avoidance of doubt, the
contents of the Chisbridge website are not incorporated into and do
not form part of this Announcement unless otherwise stated herein.
You may request a hard copy of this Announcement, and all future
documents, announcements and information in relation to the Offer,
by writing to Neville Registrars, Neville House, 18 Laurel Lane,
Halesowen, West Midlands B63 3DA, or by calling, between 9.00 a.m.
and 5.00 p.m. on Monday to Friday (except UK bank holidays) on 0121
585 1131. Unless such a request is made, and save as otherwise
required by Rule 2.11 of the Code, a hard copy of this Announcement
(and any information incorporated by reference in it) will not be
sent to any person.
Information relating to InterQuest Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by InterQuest Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from InterQuest may be provided to Chisbridge during
the Offer Period as required under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement have been subject
to rounding adjustments.
Time
In this Announcement references to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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