TIDMITQ
RNS Number : 0146M
Chisbridge Limited
25 July 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
25 July 2017
CASH OFFER
for
InterQuest Group plc ("InterQuest")
by
Chisbridge Limited ("Chisbridge")
Offer Declared Unconditional in All Respects
1. Introduction
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.
Defined terms used but not defined in this announcement have the
same meanings as set out in the Offer Document.
2. Offer Declared Wholly Unconditional *
As at 10.15 a.m. on 25 July 2017, Chisbridge has 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 may count
towards the satisfaction of the acceptance condition of the Offer
set out in the Offer Document (the "Acceptance Condition"). As the
Acceptance Condition has now been satisfied, Chisbridge announces
that it has waived all the other conditions set out in Appendix I
to the Offer Document and declares that the Offer is now
unconditional in all respects.
These acceptances include those received in respect of
16,444,266 InterQuest Shares (representing approximately 42.54 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 32.46 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.
*The total number shares issued by InterQuest has increased from
38,524,063 to 38,657,729 due to the exercise of options announced
on 20 July 2017.
3. Interests in relevant securities
As at the close of business on 24 July 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 32.36
David C Bygrave 37,250 0.10
Save as disclosed above, as at close of business on 24 July
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. Notice of Closure of the Offer and action to be taken
The Offer will remain open for acceptance until 1.00pm on 8
August 2017 (the "Closing Date") in order to give holders of
InterQuest Shares who have not accepted the Offer prior to the
closing of the Offer an opportunity to do so. The Offer will not be
extended beyond the Closing Date.
InterQuest Shareholders who have not yet accepted the Offer and
who wish to do so should take action to accept the Offer as soon as
possible. If they fail to do so by the Closing Date, the Offer will
be closed and they will not be entitled to receive any
consideration for their InterQuest Shares in respect of the Offer.
Therefore, InterQuest Shareholders who have not accepted the Offer
are urged to do so as soon as possible.
If their InterQuest Shares are in certificated form, InterQuest
shareholders are urged to sign (in the presence of a witness) and
return the Form of Acceptance, together with their share
certificate(s) or other document(s) of title, by post or by hand
(during normal business hours) to Neville Registrars, Neville
House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon as
possible, but in any event so as to arrive by no later than 1.00
p.m. on 8 August 2017.
Acceptances in respect of uncertificated InterQuest Shares
should be made electronically through CREST by following the
procedure set out in paragraph 12(b) of the letter set out in Part
I of the Offer Document, so that the TTE Instruction settles by no
later than 1.00 p.m. on 8 August 2017. If an accepting InterQuest
shareholder is a CREST sponsored member, he should refer to his
CREST sponsor, as only his CREST sponsor will be able to send the
necessary TTE Instructions to Euroclear.
Full Details of the Offer and the specific actions to be taken
by InterQuest Shareholders are set out in the Offer Document. The
Offer Document is available on the Chisbridge website at
www.chisbridge.com.
Shareholders with any questions relating to this announcement or
the completion and return of the Form of Acceptance and/or deed of
undertaking to accede to the Subordination Deed should telephone
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.
5. Settlement of consideration
The consideration to which any InterQuest Shareholder accepting
the Offer is entitled under the Offer will be settled: (i) in the
case of valid acceptances received at 10.15 a.m. on 25 July 2017,
on or before 8 August 2017Íž and (ii) in the case of valid
acceptances received after 10.15 a.m. on 25 July 2017, 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.
6. Intentions of Chisbridge
If Chisbridge acquires or agrees to acquire, by virtue of its
shareholding and acceptances of the Offer, issued share capital
carrying 75 per cent. or more of the voting rights of InterQuest,
Chisbridge intends to procure that InterQuest applies for
cancellation of the trading in InterQuest Shares on AIM not less
than 20 Business Days following Chisbridge first having acquired or
agreed to acquire such issued share capital and thereafter to
procure that the Company is re-registered as a private limited
company. However, even though the Company would no longer be a
public company, it would still remain subject to the provisions of
the City Code for a period of 10 years from its re-registration as
a private limited company.
Chisbridge reserves the right to increase its shareholding after
the Offer has closed by buying further InterQuest shares in the
market (to the extent permitted under applicable laws and
regulation), which may subsequently allow it to reach the threshold
for delisting without the need to launch a further offer to all
InterQuest Shareholders.
If sufficient valid acceptances of the Offer are received and/or
sufficient InterQuest Shares are otherwise acquired, Chisbridge
intends to apply the provisions of sections 979 to 982 (inclusive)
of the Companies Act to acquire compulsorily any outstanding
InterQuest Shares to which the Offer relates.
It is also intended that, following the cancellation of trading
in the InterQuest Shares on AIM, InterQuest will be re-registered
as a private company.
Such cancellation and re-registration shall significantly reduce
the liquidity and marketability of any InterQuest Shares not
assented to the Offer and their value may be affected as a
consequence. Any remaining InterQuest Shareholders would become
minority shareholders in a privately controlled limited company and
may be unable to sell their InterQuest Shares and there can be no
certainty that any dividends or other distributions will be made by
InterQuest or that the InterQuest Shareholders will again be
offered as much for their InterQuest Shares held by them as under
the Offer.
7. General
Save as disclosed in this announcement, there have been no
changes in the information disclosed in any document or
announcement previously published by Chisbridge in connection with
the Offer which are material in the context of that document or
announcement and there have been no material changes to any of the
matters listed in Rule 27.2(b) of the Code since the publication of
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)203 368 3550
SPARK Advisory Partners Limited (Financial Adviser)
Matt Davis / Miriam Greenwood / James Keeshan 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.
Publication of this Announcement
A copy of this Announcement (together with any document
incorporated by reference) will be available free of charge,
subject to any applicable restrictions relating to persons resident
in Restricted Jurisdictions, on the Chisbridge website
www.chisbridge.com by no later than 12 noon on 26 July 2017 until
the end of the Offer Period. For the avoidance of doubt, the
contents of the Chisbridge website are not incorporated into and do
not form part of this Announcement unless otherwise stated herein.
You may request a hard copy of this Announcement, and all future
documents, announcements and information in relation to the Offer,
by writing to Neville Registrars, Neville House, 18 Laurel Lane,
Halesowen, West Midlands B63 3DA, or by calling, between 9.00 a.m.
and 5.00 p.m. on Monday to Friday (except UK bank holidays) on 0121
585 1131. Unless such a request is made, and save as otherwise
required by Rule 2.11 of the Code, a hard copy of this Announcement
(and any information incorporated by reference in it) will not be
sent to any person.
Information relating to InterQuest Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by InterQuest Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from InterQuest may be provided to Chisbridge during
the Offer Period as required under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this Announcement have been subject
to rounding adjustments.
Time
In this Announcement references to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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