TIDMITQ
RNS Number : 3304J
Chisbridge Limited
27 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
same meanings as set out in the Offer Document.
FOR IMMEDIATE RELEASE
27 June 2017
CASH OFFER
for
InterQuest Group plc ("InterQuest")
by
Chisbridge Limited ("Chisbridge")
Level of Acceptances - Update
1. Level of Acceptances
As at 4.30 p.m. on 26 June 2017, Chisbridge has received valid
acceptances in respect of 17,124,924 InterQuest Shares,
representing approximately 45.38 per cent. of the issued ordinary
share capital of InterQuest, which Chisbridge may count towards the
satisfaction of the acceptance condition set out in the Offer
Document (the "Acceptance Condition").
These acceptances include those received in respect of
16,009,328 InterQuest Shares (representing approximately 42.43 per
cent. of the existing issued ordinary share capital of InterQuest)
held by certain InterQuest Shareholders who had given an
irrevocable undertaking and letters of intent in support of the
Offer.
This figure includes the 12,509,262 InterQuest Shares,
representing approximately 33.15 per cent. of the issued ordinary
share capital of InterQuest, held by persons acting in concert with
Chisbridge, which will also count towards the satisfaction of the
Acceptance Condition.
Chisbridge continues to hold letters of intent in support of the
Offer in respect of a further 434,938 InterQuest Shares
(representing approximately 1.15 per cent. of the existing issued
share capital of InterQuest) that remain outstanding.
2. Clarification
On 22 June 2017, Chisbridge released an announcement extending
the offer by 21 days to 1.00 p.m. on 13 July 2017 (the "Extension
Announcement"). The Extension Announcement included the following
statement regarding acceptances by certain InterQuest Shareholders
who had given an irrevocable undertaking and letters of intent in
support of the Offer:
"These acceptances include those received in respect of
15,281,328 InterQuest Shares (representing approximately 40.63 per
cent. of the existing issued ordinary share capital of InterQuest)
held by certain InterQuest Shareholders who had given an
irrevocable undertaking and letters of intent in support of the
Offer."
The total number of shares used to calculate this percentage
level of acceptances in the Extension Announcement had not been
adjusted for the issue of 122,500 shares issued following the
exercise of share options announced by InterQuest on 6 June 2017.
Accordingly the level of acceptances by certain InterQuest
Shareholders who had given an irrevocable undertaking and letters
of intent in support of the Offer as at 1.00 p.m. on 22 June 2017
should have been 40.50 per cent. after taking into account the new
shares issued.
These figures have been superseded by the revised level of
acceptances set out above.
3. Interests in relevant securities
As at the close of business on 26 June 2017 (the latest
practicable date prior to the publication of this announcement),
Chisbridge and the following persons acting in concert with it, had
an interest in, a right to subscribe in respect of, or a short
position in relation to certain relevant InterQuest securities. The
nature of the interests or rights concerned and number of relevant
InterQuest securities to which these apply are listed below:
Name Number of InterQuest Percentage of
Shares held InterQuest Shares*
Chisbridge 0 0
Gary P and Clare
Ashworth 12,509,012 33.15
David C Bygrave 37,250 0.1
*The total number shares issued by InterQuest has increased from
37,614,000 to 37,736,500 due to the exercise of options announced
on 6 June 2017.
Save as disclosed above, as at close of business on 21 June
2017, being the latest practicable date prior to publication of
this announcement, none of (i) Chisbridge, (ii) the directors of
Chisbridge, or their respective related parties, (iii) (so far as
Chisbridge is aware) any person acting in concert with Chisbridge,
(iv) any person who has a dealing arrangement with Chisbridge or
any person acting in concert with Chisbridge (a) is interested in,
or has any rights to subscribe for, any relevant securities of
InterQuest, or securities convertible or exchangeable into
InterQuest Shares, (b) has any short position (whether conditional
or absolute and whether in the money or otherwise) in, including
any short position under a derivative or any agreement to sell or
any delivery obligation or right to require another person to
purchase or take delivery of, any relevant securities of InterQuest
or (c) has any borrowing or lending of any relevant securities of
InterQuest (save for any borrowed InterQuest Shares which have been
either on-lent or sold).
4. Procedure for acceptance of the Offer
InterQuest Shareholders who have not yet accepted the Offer are
urged to do so by the following deadlines:
l If you hold InterQuest Shares in certificated form (that is,
not in CREST), you should complete and return the Form of
Acceptance as soon as possible and in any event so as to be
received by the Receiving Agent, Neville Registrars, no later than
1.00 p.m. on 13 July 2017.
l If you hold your InterQuest Shares in uncertificated form
(that is, in CREST), you should ensure than an electronic
acceptance is made by you or on your behalf and that settlement is
made no later than 1.00 p.m. on 13 July 2017.
Full details on how to accept the Offer are set out in the Offer
Document, a copy of which is available on the offer website at
www.chisbridge.com.
Shareholders with any questions relating to this announcement or
the completion and return of the Form of Acceptance should
telephone the Receiving Agent, Neville Registrars between 9.00 a.m.
and 5.00 p.m. on Monday to Friday (except UK bank holidays) on 0121
585 1131. Calls to Neville Registrars are charged at standard
geographic rates and will vary by provider. Calls from outside the
UK are charged at applicable international rates. Different charges
may apply to calls made from mobile telephones and calls may be
recorded and monitored randomly for security and training purposes.
The helpline cannot provide advice on the merits of the proposals
nor give any financial, legal or tax advice.
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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