TIDMITQ
RNS Number : 2634H
InterQuest Group PLC
06 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
6 June 2017
InterQuest Group plc
("InterQuest" or the "Company")
Statements of shareholder support
for the REJECTION of the Offer
On 1 June 2017, Chisbridge Limited, a newly created company
formed by Gary Ashworth, Chris Eldridge and David Bygrave,
announced that it had posted its offer document (the "Offer
Document") containing details of its offer for the entire issued
and to be issued ordinary share capital of InterQuest at 42 pence
per share in cash with a full loan note alternative (the
"Offer").
InterQuest is today pleased to announce that it has now received
non-binding letters of support (the "Letters of Support") from
certain InterQuest Shareholders holding, in aggregate, 7,548,799
ordinary shares of one penny each in the capital of the Company
("InterQuest Shares"), representing approximately 20.1 per cent. of
the existing issued InterQuest Shares.
These shareholders have each stated that they believe that the
Offer significantly undervalues InterQuest and that they support
the rejection of the Offer.
Commenting, David Higgins, sole independent director, said, "I
am pleased to have received this strong, public support from these
shareholders. This serves to reinforce my position, as the sole
independent director, in recommending the rejection of this Offer
which materially undervalues InterQuest. I therefore continue to
recommend that shareholders take no action in respect of the Offer
and ignore the Offer."
InterQuest Shareholders are strongly advised to ignore any
documents that may be issued by Chisbridge or its advisers.
Further details of the Letters of Support are set out below:
InterQuest Shareholder Number of Percentage
InterQuest of current
Shares held issued InterQuest
Shares(1)
River and Mercantile Asset
Management LLP 2,800,000 7.4
Livingbridge VC LLP 2,250,789 6.0
Mole Valley Asset Management
Limited 710,400 1.9
Elderstreet Investments
Limited 410,000 1.1
Hazell Carr Edwards FURB 400,000 1.1
Castlefield Investment
Partners LLP 291,475 0.8
Tim Fleetwood 279,387 0.7
Blankstone Sington Limited 222,207 0.6
Charlotte Fleetwood 109,541 0.3
Daniel Goldblum 29,800 0.1
Tsippi Goldblum 45,200 0.1
------------- -------------------
Total 7,548,799 20.1
1: Based on current issued share capital with voting rights of
37,612,000
Capitalised terms used in the Offer Document have the same
meanings in this announcement, save where the context provides
otherwise.
This announcement contains inside information for the purpose of
Article 7 of the Market Abuse Regulation (EU) N0. 596/2014.
Enquiries:
InterQuest Group plc
David Higgins (Independent Director)
Panmure Gordon (UK) Limited
(Financial Adviser, Nomad and Broker)
Dominic Morley Tel: +44 (0) 20 7886 2500
Karri Vuori
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.
Disclosure requirements of the City Code on Takeovers and
Mergers (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.
Publication on website:
In accordance with Rule 26.1 of the Code, copies of this
announcement and the Letters of Support 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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