TIDMITQ
RNS Number : 1753H
InterQuest Group PLC
05 June 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
5 June 2017
InterQuest Group plc
("InterQuest" or the "Company")
Response to Offer Document
The independent director of the Company (being David Higgins)
(the "Independent Director") notes the announcement by Chisbridge
Limited ("Chisbridge") on 1 June 2017 that the offer document (the
"Offer Document"), containing details of its offer for the entire
issued and to be issued ordinary share capital of InterQuest (the
"Offer"), has been posted to shareholders.
The Offer Price of 42 pence per share represents a discount of
approximately:
-- 6.1% to the Closing Price of an InterQuest Share on 2 June
2017 (being the last practicable Business Day prior to the
publication of this announcement) of 44.75 pence per share(1;)
-- 55.8% to the 12 month closing high of 95.0 pence per share(2;) and
-- 56.0% to the 12 month high Volume Weighted Average Price
("VWAP") of 95.5 pence per share(2.)
The Independent Director, who is being advised by Panmure
Gordon, has concluded that he is unable to recommend the Offer to
InterQuest Shareholders on the basis that it materially undervalues
the Company and its prospects.
The Independent Director will be writing to InterQuest
Shareholders no later than 15 June 2017 to explain the principal
reasons why they should reject the Offer and take no action. These
reasons will include:
-- Chisbridge, which is owned by the Management Team and Luke
Johnson, clearly sees value in the business which is not reflected
in the Offer Price.
-- Chisbridge is not paying an adequate premium for control.
Based on the Closing Price of 39.25 pence per InterQuest Share on
15 May 2017(1) (being the last Business Day prior to the
announcement that Chisbridge was evaluating making an offer for
InterQuest at 42 pence per share), Chisbridge is paying a premium
of only 7.0% for control of InterQuest.
-- Chisbridge's Offer fails to reflect the future potential of
InterQuest's business following:
- the acquisition of Rees Draper Wright in August 2016 which is
expected to enable the Company to expand operations in the US and
provide the opportunity to cross sell services;
- the progress that the Management Team has made in
restructuring underperforming divisions; and
- the increase in consultant headcount during 2016 which,
typically has a delayed impact on revenues.
-- Remaining an AIM quoted business would enable the Company to continue to:
- attract, incentivise and retain staff through the issue of
share options over InterQuest Shares which will have a market
quotation;
- use equity as part of any future acquisitions;
- give customers additional commercial comfort from the
financial transparency of being a quoted company; and
- access the capital markets.
-- The Independent Director believes that remaining an AIM
quoted business would be beneficial in providing shareholders with
a market in InterQuest Shares. However, he recognises that
InterQuest's performance remains subject to wider economic
sentiment which is difficult to forecast.
The Independent Director continues to recommend that InterQuest
shareholders take no action in respect of the Offer and to ignore
the Offer.
Further announcements will be made as and when appropriate.
Capitalised terms used in the Offer Document have the same
meanings in this announcement, save where the context provides
otherwise.
Contacts:
InterQuest Group plc
David Higgins (Independent Director) Tel: +44 (0) 7768 011
414
Panmure Gordon (UK) Limited
(Financial Adviser, Nomad and Broker)
Dominic Morley Tel: +44 (0) 20 7886 2500
Karri Vuori
James Greenwood
Important notices:
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 6 June 2017, being the date following the date of
this announcement.
Additional information
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.
Sources and bases:
The relevant bases of calculation and sources of information are
provided below in the order in which such information appears in
this announcement. Where such information is repeated in this
announcement, the underlying sources and bases are not
repeated.
(1) The share prices on 15 May 2017 and 2 June 2017 are sourced
from the AIM Appendix of the London Stock Exchange Daily Official
List.
(2) The discount represented by the Offer Price in relation to
the 12 month closing high share price and the 12 month high VWAP is
sourced from Thomson Reuters Datastream for the period 3 June 2016
to 2 June 2017.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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