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.
FOR IMMEDIATE RELEASE
15 May 2024
IQGeo Group plc ("IQGeo" or the
"Company")
Rule 2.9 Announcement
and
Total Voting Rights
In accordance with Rule 2.9 of the City Code on
Takeovers and Mergers (the "Takeover Code"), the Company confirms
that as at the date and time of this announcement, it had in issue
61,760,936 ordinary shares of 2 pence each, all of which carry one
voting right per share. The Company does not hold any ordinary
shares in treasury. The International Securities Identification
Number for Company's ordinary shares is GB00B3NCXX73.
The figure of 61,760,936 ordinary shares may be
used by shareholders (i) as the denominator for the calculation by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company, under
the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules and (ii) to determine the percentage of issued
share capital they hold in the Company for the purposes of the
Takeover Code, including to consider their disclosure requirements
under Rule 8 of the Takeover Code.
Capitalised terms used in this announcement
which have not been defined have the meanings given to them in the
Rule 2.7 announcement released on 14 May 2024, unless the context
provides otherwise.
Enquiries
IQGeo
|
+44 (0) 12 2360 6655
|
Richard Petti, CEO
|
|
Haywood Chapman, CFO
|
|
|
|
Evercore (Lead Financial Adviser to
IQGeo)
|
+44 (0) 20 7653 6000
|
Ed Banks
|
|
Anil Rachwani
|
|
Harrison George
|
|
|
|
Cavendish (Joint Financial Adviser,
Nomad, Broker to IQGeo)
|
+44 (0) 20 7220 0500
|
Henrik Persson
Tim Redfern
|
|
Seamus Fricker
|
|
|
|
H/Advisors
Maitland (PR Adviser to IQGeo)
|
+44 7900 000777
|
Neil Bennett
|
|
IMPORTANT NOTICES
This announcement is for information purposes
only and is not intended to, and does not, constitute, or form part
of, an 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 the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of IQGeo in any jurisdiction in contravention of
applicable law. The Acquisition will be implemented solely pursuant
to the terms of the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document), which
will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information
contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer
document).
This announcement does not constitute a
prospectus or a prospectus-equivalent document.
Important notices about financial
advisers
Evercore Partners
International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively as financial adviser to IQGeo
and no one else in connection with the
matters described in this
Announcement and will not
be responsible to anyone other than IQGeo for providing the protections afforded to
clients of Evercore
nor for providing advice
in connection with the
matters referred to
herein. Neither Evercore nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Evercore in connection with
this Announcement, any statement contained herein, any offer or
otherwise. Apart from the responsibilities and liabilities, if any,
which may be imposed on Evercore by the Financial Services and
Markets Act 2000 and successor legislation, or the regulatory
regime established thereunder, or under the regulatory regime of
any jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this Announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
Announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with IQGeo or the matters described in
this Announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of this Announcement or any statement contained
herein.
Cavendish Capital
Markets Limited ("Cavendish"), which is authorised and
regulated by the FCA in the UK, is acting as joint financial
adviser, nominated adviser and corporate broker exclusively for
IQGeo and no one else in connection with the matters referred to in
this Announcement and will not be responsible to anyone other than
IQGeo for providing the protections afforded to its clients or for
providing advice in relation to matters referred to in this
announcement. Neither Cavendish, nor any of its affiliates, owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Cavendish in
connection with this Announcement, any statement contained herein
or otherwise.
Overseas jurisdictions
The release,
publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the
Acquisition (including the Alternative Offer) to IQGeo Shareholders
who are not resident in the United Kingdom, may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about
and observe such restrictions. Further details in relation to the
Overseas Shareholders will be contained in the Scheme Document. Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any
person.
Unless
otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will
not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction. Accordingly, copies of this Announcement
and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from
such. If the Acquisition is
implemented by way of Takeover Offer (unless otherwise permitted by
applicable law or regulation), the Takeover Offer may not be made,
directly or indirectly, in or into or by use of the mails or any
other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of
a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
This
Announcement has been prepared in connection with proposals in
relation to a scheme of arrangement pursuant to and for the purpose
of complying with English law and the Takeover Code and 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 the United Kingdom. Nothing in
this Announcement should be relied on for any other
purpose.
The
Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the
Financial Conduct Authority.
Additional information for US
investors
The
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under
English company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer or proxy
solicitation rules under the US Exchange Act. Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and
proxy solicitation rules.
If, in the
future, Bidco exercises its right to implement the Acquisition by
way of a Takeover Offer, which is to be made into the US,
such Takeover Offer will be made in compliance with the
applicable US laws and regulations, including Section 14(e) and
Regulation 14E under the US Exchange Act. Such a
Takeover Offer would be made in the US by Bidco and no one
else.
In the event
that the Acquisition is implemented by way of Takeover Offer, in
compliance with applicable UK laws, Bidco, its dealer manager
(and their advisers or affiliates), or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, shares or other securities of
IQGeo other than pursuant to such Takeover Offer during the period
in which such Takeover Offer would remain open for acceptance.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase shall
be disclosed as required under UK laws, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at
www.londonstockexchange.com. To the extent that such information is
required to be publicly disclosed in the UK in accordance with
applicable regulatory requirements, this information will, as
applicable, also be made publicly available in the United
States.
It may be
difficult for US holders of IQGeo Shares to enforce their rights
and any claim arising out of the US federal securities laws in
connection with the Acquisition, since Bidco
and IQGeo are located in a
non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
IQGeo Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
The Topco
Investor Shares to be issued under the Alternative Offer have not
been registered under the US Securities Act or under any laws or
with any securities regulatory authority of any state, district or
other jurisdiction, of the US and will not be listed on any stock
exchange in the US. The Topco Investor Shares may only be offered
or sold in the US in reliance on an exemption from registration
requirements of the US Securities Act including in the case of the
proposed scheme of arrangement, Section 3(a)(10)
thereunder.
The financial
information included in this Announcement, or that may be included
in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US
("US GAAP"). US GAAP
differs in certain significant respects from accounting standards
applicable in the United Kingdom. None of the financial information
in this announcement has been audited in accordance with auditing
standards generally accepted in the United States or the auditing
standards of the Public Company Accounting Oversight Board (United
States).
Neither the
Acquisition (including the Alternative Offer) nor this Announcement
have been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities
approved or disapproved or passed judgement upon the fairness or
the merits of the Acquisition (including the Alternative Offer), or
determined if the information contained in this Announcement is
adequate, accurate or complete. Any representation to the contrary
is a criminal offence in the United States.
The receipt of
cash pursuant to the Acquisition by a US holder as consideration
for the transfer of its IQGeo Shares pursuant to the Acquisition
will likely be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US holder of IQGeo
Shares is urged to consult
their independent legal, tax and financial advisers regarding the
tax consequences of the Acquisition applicable to them, including
under applicable US state and local, as well as overseas and other,
tax laws.
Disclosure requirements of the Takeover
Code
Under Rule
8.3(a) of the Takeover 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 Takeover 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 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.
Publication on website
A copy of this
Announcement and the documents required to be published pursuant to
Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Bidco's website at
https://www.documentdisplay.com
and IQGeo's website at
https://www.iqgeo.com/investor-center/disclaimer-offer
by no later than 12.00 noon
(London Time) on the Business Day following the publication of this
Announcement.
For the
avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated
into and do not form part of this Announcement.
Right to receive documents in hard copy
form
In accordance
with Rule 30.3 of the Takeover Code, IQGeo Shareholders,
participants in the IQGeo Share Plans and persons with information
rights may request a hard copy of this Announcement, free of
charge, by contacting IQGeo's registrars, Link Group, at Central
Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by
calling Link Group on +44 (0) 371 664 0300 or via email
at
shareholderenquiries@linkgroup.co.uk. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines
are open between 8.30 a.m. to 5.30 p.m. (London time), Monday to
Friday (except public holidays in England and Wales). For persons
who receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be
sent unless so requested. Such persons may also request that all future
documents, announcements and information in relation to the
Acquisition are sent to them in hard copy form.