TIDMITQ
RNS Number : 5273I
Chisbridge Limited
20 June 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 THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
DEFINED TERMS USED BUT NOT DEFINED IN THIS ANNOUNCEMENT HAVE THE
MEANINGS SET OUT IN THE OFFER DOCUMENT
FOR IMMEDIATE RELEASE
20 June 2017
Clarification of Consultant Numbers
In the announcement of 5 June 2017 titled "Response to Offer
Document" the Independent Director in articulating his views on the
Offer referred to:
"Chisbridge's offer fails to reflect the future potential of
InterQuest's business following... the increase in consultant
headcount during 2016 which, typically has a delayed impact on
revenues"
This statement, in the opinion of the Management Team was
misleading as consultant numbers have fallen.
Consultant numbers on a like for like basis (excluding the
acquisition of RDW) fell from 239 as at 31 January 2016 to 216 as
at 31 December 2016 and including the acquisition of RDW fell from
239 as at 31 January 2016 to 233 as at 31 December 2016. Consultant
numbers were, as at 16 June 2017, 218 and including the acquisition
of RDW, 231.
The Management Team agrees with the Independent Director that
there is a direct correlation between consultant numbers and the
financial performance. However, consultant numbers as described
above have been falling (on a like for like basis).
As outlined on 15 June 2017 in its trading update the InterQuest
business is facing significant trading headwinds. Attracting,
retaining and motivating consultants is the key driver of
performance and value. In the opinion of the Management Team the
fall in consultant numbers reflects, at least in part, the
challenges of delivering competitive incentivisation packages as an
AIM quoted Company.
The Management Team notes the release of the defence document
from the Independent Director which includes, inter alia the
trading update highlighting current trading challenges and will
respond in due course.
Enquiries:
Chisbridge Limited
Gary Ashworth Tel: +44 (0)7909 912 800
SPARK Advisory Partners Limited (Financial Adviser)
Matt Davis / Miriam Greenwood Tel: +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 which is regulated in the United Kingdom
by The Financial Conduct Authority 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.
The directors of Chisbridge accept responsibility for the
information contained in this announcement. To the best of their
knowledge and belief (having taken all reasonable care to ensure
that such is the case), the information contained in this
announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
This announcement is for information purposes only and 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 whether pursuant to this announcement or otherwise. The
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply with
the restrictions may constitute a violation of the securities law
of any such jurisdiction.
Disclosure requirements of the Takeover 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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