TIDMITQ
RNS Number : 2630I
InterQuest Group PLC
15 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
15 June 2017
InterQuest Group plc
("InterQuest" or the "Company")
Posting of Circular
The independent director of the Company (being David Higgins)
(the "Independent Director") announces that the Company will today
post its circular to shareholders (the "Circular") explaining why
he believes InterQuest Shareholders should reject the Offer from
Chisbridge Limited ("Chisbridge") at 42 pence per share (the
"Offer").
The key points made in the Circular are as follows:
-- Chisbridge was formed by the InterQuest executive Management
Team who see value in the business and who have access to
information which is not available to other InterQuest
Shareholders
-- The Offer fails to reflect the future potential of InterQuest's business
-- The Offer materially undervalues the Company based on historical share prices
-- Chisbridge is not offering an adequate premium for a control of the Company
-- InterQuest Shareholders representing approximately 20.0 per
cent. of the total voting rights of the InterQuest Shares have each
stated that they believe that the Offer significantly undervalues
the Company and that they support the rejection of the Offer
-- There are significant benefits to remaining an AIM quoted
company, including providing InterQuest Shareholders who do not
accept the Offer with a market in InterQuest Shares
The Independent Director, who has been so advised by Panmure
Gordon, recommends that InterQuest Shareholders do not accept the
Offer and take no action on the basis that it materially
undervalues the Company.
A copy of the Circular is available at and will be available
free of charge, subject to certain restrictions relating to persons
in any jurisdiction where release, publication or distribution of
this document would constitute a violation of the securities law of
such jurisdiction, for inspection on InterQuest's website at:
www.interquestgroup.com while the Offer remains open for
acceptance.
Capitalised terms used in the Circular 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 16 June 2017, being the date following the date of
this announcement.
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(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.
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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