TIDMINTQ
RNS Number : 0988T
Toscafund Asset Management LLP
23 March 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
RECOMMENDED CASH OFFER
FOR
INTERNETQ PLC
BY
DMWSL 805 LIMITED
Offer declared unconditional in all respects and extension of
the Offer
23 March 2016
Introduction
On 1 March 2016, DMWSL 805 Limited ("Bidco"), a company formed
by Toscafund Asset Management LLP ("Toscafund"), Penta Capital LLP
("Penta") and Panagiotis Dimitropoulos (together the "Consortium"),
announced its firm intention to make a cash offer for the entire
issued and to be issued ordinary share capital of InternetQ plc
("InternetQ") not already owned, or agreed to be acquired, by Bidco
at a price of 180 pence per InternetQ Share, to be implemented by
means of a takeover offer within the meaning of Part 28 of the
Companies Act 2006 (the "Offer").
On 4 March 2016, Bidco published an offer document setting out
the full terms and conditions of the Offer and the procedures for
acceptance of the Offer (the "Offer Document").
Level of acceptances and InternetQ Shares acquired
As at 1.00 p.m. on 23 March 2016, Bidco had received valid
acceptances of the Offer in respect of 6,952,592 InternetQ Shares
(representing approximately 17.33 per cent. of the existing issued
share capital of InternetQ held outside of treasury). No
acceptances had been received from InternetQ Shareholders acting in
concert with Bidco.
On 23 March 2016 Bidco acquired, in aggregate, 21,780,020
InternetQ Shares, representing, in aggregate, approximately 54.28
per cent. of the existing issued share capital of InternetQ held
outside of treasury, pursuant to the Share Exchange Agreements
referred to in the Offer Document.
In addition, on 23 March 2016 Bidco acquired an interest in
3,625,807 InternetQ Shares, representing approximately 9.04 per
cent. of the existing issued share capital of InternetQ held
outside of treasury, pursuant to a market purchase of those shares
at the Offer Price.
Accordingly, as at 1.00 p.m. on 23 March 2016, Bidco either had
acquired or had received valid acceptances of the Offer in respect
of, in aggregate, 32,358,419 InternetQ Shares, representing
approximately 80.64 per cent. of the existing issued share capital
of InternetQ held outside of treasury, all of which may be counted
towards satisfaction of the Acceptance Condition.
Irrevocable undertakings
As at 1.00 p.m. on 23 March 2016, Bidco had received valid
acceptances of the Offer in respect of 211,111 InternetQ Shares
(representing approximately 0.53 per cent. of the existing issued
share capital of InternetQ held outside of treasury) from the
following InternetQ Shareholders who gave irrevocable undertakings
to accept the Offer:
InternetQ Shareholder Number of InternetQ % of existing
Shares issued share
capital of InternetQ
held outside
of treasury
----------------------- -------------------- ----------------------
Veronica Nocetti* 111,875* 0.28%*
----------------------- -------------------- ----------------------
Timothy Weller 34,665 0.09%
----------------------- -------------------- ----------------------
Iain Johnston 31,837 0.08%
----------------------- -------------------- ----------------------
Robert Beveridge 15,634 0.04%
----------------------- -------------------- ----------------------
Harris Jones 17,100 0.04%
----------------------- -------------------- ----------------------
*Veronica Nocetti has given an irrevocable undertaking to accept
the Offer in respect of (i) her existing holding of 111,875
InternetQ Shares and (ii) 15,000 InternetQ Shares which she is
entitled to acquire at nominal value under the InternetQ Share
Plan.
As at 1.00 p.m. on 23 March 2016, Bidco had not received valid
acceptances of the Offer in respect of 69,235 InternetQ Shares
(representing approximately 0.17 per cent. of the existing issued
share capital of InternetQ held outside of treasury) from the
following InternetQ Shareholders who gave irrevocable undertakings
to accept the Offer:
InternetQ Shareholder Number of InternetQ % of existing
Shares issued share
capital of InternetQ
held outside
of treasury
----------------------- -------------------- ----------------------
Timothy Weller 41,235 0.10%
----------------------- -------------------- ----------------------
Iain Johnston 28,000 0.07%
----------------------- -------------------- ----------------------
Bidco understands that the granters of these irrevocable
undertakings still intend to accept the Offer in respect of the
shares listed above but such acceptances had not been validly
received by 1.00 p.m. on 23 March 2016.
Letter of Intent
Prior to the announcement of the Offer, Bidco had also received
a letter of intent to accept the Offer from Schroder Investment
Management Limited in respect of 4,918,046 InternetQ Shares
(representing approximately 12.26 per cent. of the existing issued
share capital of InternetQ held outside of treasury). As at 1.00
p.m. on 23 March 2016, Bidco had received valid acceptances of the
Offer in respect of 4,762,637 InternetQ Shares (representing
approximately 11.87 per cent. of the existing issued share capital
of InternetQ held outside of treasury) in connection with the
letter of intent.
Offer declared unconditional in all respects and extension of
the Offer
Bidco is pleased to announce that all of the Conditions to the
Offer have now either been satisfied or waived and declares that
the Offer is now unconditional in all respects.
Bidco further announces that the Offer is being extended and
will remain open for acceptance until further notice (and will not,
in any event, close before 12 April 2016).
InternetQ Shareholders who have not accepted the Offer are
encouraged to do so as soon as possible. The procedure for
acceptance of the Offer is set out below.
Acceptance procedure
To accept the Offer in respect of InternetQ Shares held in
certificated form (i.e. InternetQ Shares NOT held in CREST), the
Form of Acceptance must be completed in accordance with the
instructions printed thereon and returned as soon as possible to
Share Registrars Limited at Suite E, First Floor, 9 Lion & Lamb
Yard, Farnham, Surrey GU9 7LL, UK.
To accept the Offer in respect of InternetQ Shares held in
uncertificated form (i.e. InternetQ Shares held in CREST),
acceptance should be made electronically through CREST so that the
relevant TTE Instruction settles as soon as possible. If you are a
CREST sponsored member, you should refer to your CREST sponsor as
only your CREST sponsor will be able to send the necessary TTE
Instruction to Euroclear in relation to your InternetQ Shares.
Further details of the procedures for the acceptance of the
Offer are set out in paragraph 15 of the letter from Bidco and in
Parts C and D of Appendix I of the Offer Document.
A shareholder helpline is available for InternetQ Shareholders.
If you require assistance, please contact Share Registrars Limited
on 01252 821 390 from within the UK or +44 (0) 1252 821 390 if
calling from outside the UK. Lines are open 9.00 a.m. to 5.30 p.m.
Monday to Friday. Calls to the 01252 821 390 number will be charged
at your network provider's standard rate. Calls to the helpline
from outside the UK will be charged at the applicable international
rate. Calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Offer nor give any financial, legal or tax advice.
Interests in InternetQ Shares
As at 1.00 p.m. on 23 March 2016 (and following completion of
the transactions contemplated in the Share Exchange Agreements and
the market purchases of InternetQ Shares referred to above), Bidco
either had acquired or had received valid acceptances of the Offer
in respect of, in aggregate, 32,358,419 InternetQ Shares,
representing, in aggregate, approximately 80.64 per cent. of the
existing issued share capital of InternetQ held outside of
treasury. In addition, Panagiotis Dimitropoulos, a member of the
Consortium and a director of Bidco, is entitled to acquire a
further 40,000 InternetQ Shares at nominal value under the
InternetQ Share Plan.
Save as disclosed in this announcement, as at 1.00 p.m. on 23
March 2016 neither Bidco, nor any person acting in concert with it,
was interested in, or had any rights to subscribe for, any relevant
securities of InternetQ, or had any short position (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of InternetQ. For these
purposes, "arrangement" includes any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of InternetQ and any
borrowing or lending of any relevant securities of InternetQ which
have not been on-lent or sold and any outstanding irrevocable
commitment or letter of intent with respect to any relevant
securities of InternetQ.
De-listing and re-registration of InternetQ
(MORE TO FOLLOW) Dow Jones Newswires
March 23, 2016 12:10 ET (16:10 GMT)
Having acquired an interest in more than 75 per cent. of the
outstanding voting rights attaching to InternetQ Shares, Bidco
intends to procure that InternetQ will make an application to the
London Stock Exchange for the cancellation of the admission to
trading on AIM of the InternetQ Shares. It is expected that such
cancellation of admission to trading on AIM will take effect no
earlier than 20 Business Days after the date on which the relevant
application is made to the London Stock Exchange. Bidco will
procure that InternetQ makes an announcement through a Regulatory
Information Service at the appropriate time confirming that the
notice period has commenced and the anticipated date of
cancellation.
Cancellation of admission to trading on AIM is likely to reduce
significantly the liquidity and marketability of any InternetQ
Shares in respect of which the Offer has not at such time been
accepted.
It is also intended that Bidco will seek to re-register
InternetQ as a private limited company following the cancellation
of the admission to trading on AIM of the InternetQ Shares.
Compulsory acquisition
If Bidco receives acceptances of the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the InternetQ Shares to
which the Offer relates and 90 per cent. or more of the voting
rights attaching to such shares, Bidco intends to exercise its
rights pursuant to sections 974 to 991 of the Companies Act to
acquire compulsorily, on the same terms as the Offer, the remaining
InternetQ Shares in respect of which the Offer has not at such time
been accepted.
Settlement
The consideration to which any InternetQ Shareholder accepting
the Offer is entitled under the Offer will be settled (i) in the
case of valid acceptances received on or before the date of this
announcement, on or before 6 April 2016; and (ii) in the case of
valid acceptances received after the date of this announcement but
while the Offer remains open for acceptance, within 14 days of such
receipt, in each case in the manner described in the Offer
Document.
General
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Offer Document, a copy of which is available on
InternetQ's website at www.internetq.com, Toscafund's website at
www.toscafund.com and Penta's website at www.pentacapital.com.
Enquiries:
Toscafund Asset Management LLP
Nigel Gliksten Tel: +44(0) 207 845 6100
Whitman Howard Limited (financial adviser to Bidco)
Nick Lovering/Ranald McGregor-Smith Tel: +44 (0) 207 659 1234
Whitman Howard Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. Whitman Howard Limited
is acting as financial adviser exclusively for Toscafund and Bidco
and no-one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters referred to in this announcement and will
not be responsible to anyone other than Toscafund and Bidco for
providing the protections afforded to clients of Whitman Howard
Limited, nor for providing advice in relation to any matter
referred to herein.
Important Notices
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer is being made solely by means
of the Offer Document and, in respect of InternetQ Shares held in
certificated form, the Form of Acceptance, which contain the full
terms and conditions of the Offer, including details of how the
Offer may be accepted. Any decision in respect of, or other
response to, the Offer should be made only on the basis of the
information contained in those documents.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction.
In particular, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. Unless
otherwise permitted by applicable law and regulation, the Offer may
not be made, directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of, any
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The receipt of cash pursuant to the Offer by InternetQ
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other, tax laws.
Each InternetQ Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of accepting
the Offer.
This announcement has been prepared for the purpose of complying
with English law and the City Code and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside of England and Wales.
Notice to US investors
The Offer is being made for securities in an English company and
InternetQ Shareholders in the United States should be aware that
this announcement, the Offer Document and any other documents
relating to the Offer have been, or will be, prepared in accordance
with the City Code and UK disclosure requirements, format and
style, all of which differ from those in the United States. All
financial information that is included in this announcement or that
may be included or referred to in the Offer Document or any other
documents relating to the Offer, have been, or will be, prepared in
accordance with International Financial Reporting Standards adopted
by the European Union and therefore may not be comparable to
financial statements of US companies or companies whose financial
statements are prepared in accordance with US GAAP.
The Offer, if required to be made, will be made in the United
States pursuant to applicable exemptions under the US tender offer
rules and securities laws and otherwise in accordance with the
requirements of the City Code, the Panel and the London Stock
Exchange. Accordingly, the Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law. In the United States, the Offer
will be made solely by Bidco and not by its financial adviser.
Both InternetQ and Bidco are companies incorporated under the
laws of England and Wales. It may not be possible for InternetQ
Shareholders in the United States to effect service of process
within the United States upon InternetQ or Bidco or their
respective officers or directors or to enforce against any of them
judgments of the United States predicated upon the civil liability
provisions of the federal securities laws of the United States. It
may not be possible to sue InternetQ or Bidco or their respective
officers or directors in a non-US court for violations of the US
securities laws. There is also substantial doubt as to
enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgments of US courts, based on
civil liability provisions of US federal securities laws.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm 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.
(MORE TO FOLLOW) Dow Jones Newswires
March 23, 2016 12:10 ET (16:10 GMT)
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. 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 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 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.
Purchases outside the Offer
Bidco or its nominees or brokers (acting as agents) may purchase
InternetQ Shares otherwise than under the Offer, such as in the
open market or through privately negotiated purchases. Such
purchases shall comply with the Code, the AIM Rules and the rules
of the London Stock Exchange.
Publication on websites
A copy of this announcement, the Offer Document and other
documents in connection with the Offer will, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, be available free of charge for inspection on
InternetQ's website at www.internetq.com, Toscafund's website at
www.toscafund.com and Penta's website at www.pentacapital.com
during the course of the Offer. The contents of websites referred
to in this announcement are not incorporated into, and do not form
part of, this announcement.
In accordance with Rule 30.2 of the Code, InternetQ Shareholders
may request a hard copy of this announcement by contacting Nick
Lovering or Ranald McGregor-Smith at Whitman Howard Limited during
business hours on Tel: +44 (0) 207 659 1234 or by submitting a
request in writing to either of them at Whitman Howard Limited,
First Floor, Connaught House, 1-3 Mount Street, London W1K 3NB,
UK.
Time
All times referred to in this announcement are London times,
unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCQXLFLQXFBBBQ
(END) Dow Jones Newswires
March 23, 2016 12:10 ET (16:10 GMT)
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