TIDMITQ
RNS Number : 4372N
Chisbridge Limited
08 August 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
FOR IMMEDIATE RELEASE
8 August 2017
CASH OFFER
for
InterQuest Group plc ("InterQuest")
by
Chisbridge Limited ("Chisbridge")
OFFER CLOSED
On 18 May 2017, Chisbridge announced its intention to make a
cash offer, with a loan note alternative, for the whole of the
issued and to be issued share capital of InterQuest. The full terms
of, and conditions to, the Offer and the procedures for acceptance
were set out in the Offer Document published by Chisbridge on 1
June 2017.
On 25 July 2017, Chisbridge received valid acceptances from
InterQuest shareholders in respect of 19,552,500 InterQuest Shares,
representing 50.58 per cent. of the issued ordinary share capital
of InterQuest, which Chisbridge counted towards the satisfaction of
the acceptance condition of the Offer set out in the Offer
Document, declaring the Offer unconditional in all respects.
As at 1.00 p.m. on 8 August 2017 (the "Closing Date"),
Chisbridge has received valid acceptances from InterQuest
Shareholders in respect of 22,544,070 InterQuest Shares,
representing 58.32 per cent. of the issued ordinary share capital
of InterQuest, which Chisbridge can count towards the satisfaction
of the acceptance condition of the Offer set out in the Offer
Document.
THE OFFER IS NOW CLOSED.
Settlement of consideration
The consideration to which any InterQuest Shareholder accepting
the Offer is entitled under the Offer will be settled within 14
days of such receipt of valid acceptances received while the Offer
remained open for acceptance, in each case in the manner described
in the Offer Document.
General
Save as disclosed above, as at close of business on 7 August
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).
Defined terms used but not defined in this announcement have the
meanings set out in the Offer Document.
The information communicated in this Announcement is inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No. 596/2014.
Enquiries:
Chisbridge Limited
Gary Ashworth Tel: +44 (0)7909 912 800
SPARK Advisory Partners Limited (Financial Adviser)
Matt Davis / Miriam Greenwood / James Keeshan Tel: +44 (0)203
368 3550
Interests in relevant securities
Of the acceptances received, these include those received in
respect of 16,444,266 InterQuest Shares (representing approximately
42.5 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 12,546,262 InterQuest Shares,
representing approximately 32.5 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.
As at the close of business on 7 August 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 32.4
David C Bygrave 37,250 0.1
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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