TIDMITQ
RNS Number : 8811N
InterQuest Group PLC
11 May 2018
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
11 May 2018
INTERQUEST GROUP PLC
("InterQuest" or the "Company")
Proposed cancellation of admission to trading on AIM
Notice of Extraordinary General Meeting
InterQuest Group plc, the specialist recruiter in the
technology, analytics and digital market, announces the Company's
proposed cancellation from trading on AIM ("Cancellation").
Following discussions with representatives of Chisbridge Limited
("Chisbridge"), the Company's major shareholder, the Company has
decided to seek Shareholders' approval to cancel the admission of
the Ordinary Shares to trading on AIM.
The Directors consider the Cancellation to be in the best
interest of Shareholders, after considering, amongst other things,
the costs of maintaining trading in the Ordinary Shares on AIM and
the limited free float and liquidity in the Ordinary Shares.
The Ordinary Shares will continue to be admitted to trading on
AIM, prior to the Cancellation. Chisbridge has agreed with the
Company that on 17 May 2018 it will place an order with its broker,
Peterhouse Corporate Finance Limited, to purchase in the market up
to 4,166,667 Ordinary Shares offered for sale at a price of 24
pence per Ordinary Share. Chisbridge intends that such order will
remain open until the earlier of the date the order is fulfilled
and the expected last trading day on AIM being 11 June 2018. If
Shareholders wish to sell their Ordinary Shares pursuant to the
order from Chisbridge, they should consult with their own
independent financial adviser and/or broker, as it will be
necessary to instruct a broker to place an order with Peterhouse
Corporate Finance Limited for the sale of relevant shares. The
order from Chisbridge will be fulfilled on a first come, first
served basis.
The Company will shortly post to Shareholders a circular (the
"Circular") in connection with Cancellation containing a notice
convening an extraordinary general meeting of the Company (the
"EGM") to be held 10.00 a.m. on 4 June 2018 (or as soon thereafter
as the annual general meeting convened for 9.00 a.m. on 4 June 2018
is concluded or adjourned) at the Company's offices at Cannon
Green, 27 Bush Lane, London, England, EC4R 0AA.
Shareholders should note that Gary Ashworth, has an interest in
30,203,572 Ordinary Shares in the Company, equating to 58.16 per
cent. of the voting rights in the Company. This figure includes the
22,544,070 Ordinary Shares held by Chisbridge and the 6,059,502
Ordinary Shares held by Recruitment Capital Partners LLP. James
Constable has an interest in 5,613,898 Ordinary Shares, equating to
10.81 per cent. of the voting rights in the Company.
Gary Ashworth, Chisbridge, Recruitment Capital Partners LLP and
James Constable have irrevocably undertaken to vote in favour of
the resolutions effecting the Cancellation at the EGM, in respect
of, in aggregate, 68.97 per cent. of the issued share capital of
the Company.
Defined terms used in this announcement have the meaning set out
at the end of this announcement and as in the Circular.
Enquiries:
InterQuest Group plc Tel: +44 (0) 20
7025 0100
Chris Eldridge (CEO)
David Bygrave (CFO)
Allenby Capital Limited (Nomad) Tel: +44 (0)20
3328 5656
John Depasquale and Asha Chotai
EXTRACTS FROM THE CIRCULAR
The following has been extracted without amendment from, and
should be read in conjunction with, the Circular dated 11 May 2018,
which will be available shortly from the Company's website:
www.interquestgroup.com.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)(2)
Notice provided to the London 11 May 2018
Stock Exchange to notify it of
the proposed Cancellation
Publication and posting of this 11 May 2018
Document and Form of Proxy to
Shareholders
Commencement of market purchase 17 May 2018
of Ordinary Shares by the Major
Shareholder pursuant to their
standing purchase order(3)
Latest time and date for receipt 10.00 a.m. on
of completed Forms of Proxy 31 May 2018
in respect of the Extraordinary
General Meeting
Time and date of the Extraordinary 10.00 a.m. on
General Meeting 4 June 2018(4)
Expected last day of dealings 11 June 2018
in Ordinary Shares on AIM
Expected time and date of Cancellation(5) 7.00 a.m. on
12 June 2018
Notes:
(1) All of the times referred to in this Document refer to London time, unless otherwise stated.
(2) Each of the times and dates in the above timetable is
subject to change. If any of the above times and/or dates change,
the revised times and dates will be notified to Shareholders by an
announcement through a Regulatory Information Service.
(3) See paragraph 4.1 of Part I of this Document for further information.
(4) Or as soon thereafter as the annual general meeting convened
for 9.00 a.m. on 4 June 2018 is concluded or adjourned.
(5) The Cancellation requires the approval of not less than 75
per cent. of the votes cast by Shareholders at the Extraordinary
General Meeting.
LETTER FROM THE CHAIRMAN
Proposed cancellation of admission of Ordinary Shares to trading
on AIM
Notice of Extraordinary General Meeting
Re-registration as a private limited company
and
Adoption of New Articles
1. Introduction
As announced by the Company today, the Directors have concluded
that it is in the best interests of the Company and its
Shareholders to cancel the admission of the Ordinary Shares to
trading on AIM, re-register the Company as a private limited
company and amend the Company's Articles. In accordance with Rule
41 of the AIM Rules, the Company has notified the London Stock
Exchange of the date of the proposed Cancellation.
The Cancellation Resolution is conditional, pursuant to Rule 41
of the AIM Rules, upon the approval of not less than 75 per cent.
of the votes cast by Shareholders (whether present in person or by
proxy) at the Extraordinary General Meeting, notice of which is set
out in Part III of this Document.
The Company is seeking Shareholders' approval of the
Resolutions, including the Cancellation Resolution, at the
Extraordinary General Meeting, which has been convened for 10.00
a.m. on 4 June 2018 (or as soon thereafter as the annual general
meeting convened for 9.00 a.m. on 4 June 2018 is concluded or
adjourned) at the Company's registered office at Cannon Green, 27
Bush Lane, London, EC4R 0AA. If the Cancellation Resolution is
passed at the Extraordinary General Meeting, it is anticipated that
the Cancellation will become effective at 7.00 a.m. on 12 June
2018.
The purpose of this Document is to seek Shareholders' approval
for the Resolutions, to provide information on the background and
reasons for Cancellation, the Re-registration and the New Articles
and to explain the consequences of the Cancellation, the
Re-registration and the New Articles and why the Directors
unanimously consider the Cancellation, the Re-registration and the
New Articles to be in the best interests of the Company and its
Shareholders as a whole.
The Notice of the Extraordinary General Meeting is set out in
Part III of this Document.
2. Background and reasons for Cancellation
The Directors have conducted a review of the benefits and
drawbacks to the Company and its Shareholders in retaining its
quotation on AIM, and believe that Cancellation is in the best
interests of the Company and its Shareholders as a whole. In
reaching this conclusion, the Directors have considered the
following key factors, amongst others:
l the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM are, in the Directors' opinion,
disproportionate to the benefits to the Company;
l the Directors and the Major Shareholder hold, in total, 58.16
per cent. of the Company's current issued share capital, resulting
in a limited free float and liquidity in the Ordinary Shares with
the consequence that the AIM listing of the Ordinary Shares does
not, in itself, offer investors the opportunity to trade in
meaningful volumes or with frequency within an active market;
and
l the share price volatility has defeated one of the core
reasons for the Company retaining its AIM quotation, namely to
attract, motivate and retain staff of an appropriate calibre
through share options and share ownership.
Following careful consideration, the Directors believe that it
is in the best interests of the Company and Shareholders to seek
the proposed Cancellation at the earliest opportunity.
3. Process for, and principal effects of, the Cancellation
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Ordinary Shares in the event that the
Cancellation is approved and becomes effective. Such Shareholders
should consider selling their interests in the market prior to the
Cancellation becoming effective.
Under the AIM Rules, the Company is required to give at least 20
clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least 5 clear Business
Days have passed following the passing of the Cancellation
Resolution. If the Cancellation Resolution is passed at the
Extraordinary General Meeting, it is proposed that the last day of
trading in Ordinary Shares on AIM will be 11 June 2018 and that the
Cancellation will take effect at 7.00 a.m. on 12 June 2018.
The principal effects of the Cancellation will be that:
l there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares. Save for the proposed
Matched Bargain Facility referred to in paragraph 4.2 below, no
other recognised market or trading facility is intended to be put
in place to facilitate the trading of the Ordinary Shares;
l while the Ordinary Shares will remain freely transferrable, it
is possible that the liquidity and marketability of the Ordinary
Shares will, in the future, be even more constrained than at
present and the value of such shares may be adversely affected as a
consequence;
l in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their
investment in the Company at any given time;
l the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply;
l Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events and the requirement that the Company seek shareholder
approval for certain corporate actions, where applicable, including
substantial transactions, financing transactions, reverse
takeovers, related party transactions and fundamental changes in
the Company's business, including certain acquisitions and
disposals. Shareholders should be aware that once Cancellation
occurs the Company expects to negotiate further the reimbursement
of costs incurred and other services provided by the Major
Shareholder since August 2017. These costs and services include PR
and marketing services, M&A and other advisory services. As at
31 December 2017, the Company had provided for a payment of
GBP175,000 to the Major Shareholder and further costs have been
provided for in the Company's accounts since this date. As at the
date of this Document, no contract is in place for the services
provided by the Major Shareholder and no payments have been made to
the Major Shareholder. Prior to the Cancellation payments to the
Major Shareholder would have been deemed related party transactions
under the AIM Rules and would have required the Independent
Director, after consulting with the Company's nominated adviser, to
confirm that the terms of the transactions are fair and reasonable
insofar as Shareholders are concerned;
l the levels of disclosure and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;
l the Company will cease to have an independent nominated
adviser and broker;
l the Company will no longer benefit from the current
relationship agreement between it and the Major Shareholder. The
current relationship agreement governs the relationship between the
Company and the Major Shareholder and, in particular, ensures that
the Company is managed for the benefit of the Shareholders
independently of the Major Shareholder. No such replacement
relationship agreement is in contemplation;
l whilst the Company's CREST facility will remain in place post
the Cancellation, the Company's CREST facility may be cancelled in
the future and, although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST. In
this instance, Shareholders who hold Ordinary Shares in CREST will
receive share certificates; and
l the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
The Company will remain registered with the Registrar of
Companies in England & Wales in accordance with and subject to
the Companies Act 2006 (the "Law"), notwithstanding the
Cancellation. Shareholders should also note that the Takeover Code
will continue to apply to the Company following the Cancellation
for the period of 10 years from the date of Cancellation (although
it should also be noted that, as the Major Shareholder and its
concert parties own in excess of 50 per cent. of the existing
Ordinary Shares, they are free to acquire further Ordinary Shares
without incurring any obligation under Rule 9 of the Takeover
Code).
The Resolutions to be proposed at the Extraordinary General
Meeting include the adoption of the New Articles with effect from
completion of the Cancellation. A summary of the principal changes
being made by the adoption of the New Articles is included in Part
II of this Document.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
The Company currently intends to continue to provide certain
facilities and services to Shareholders that they currently enjoy
as shareholders of an AIM company. The Company will:
l continue to communicate information about the Company
(including annual accounts) to its Shareholders, as required by the
Law;
l continue to hold annual general meetings; and
l continue, for at least 12 months following the Cancellation,
to maintain its website, https://www.interquestgroup.com and to
post updates on the website from time to time, although
Shareholders should be aware that there will be no obligation on
the Company to include all of the information required under AIM
Rule 26 or to update the website as required by the AIM Rules.
In addition, the Company confirms that there is currently no
intention to change the existing Directors following the
Cancellation.
4. Transaction in the Ordinary Shares prior to and post the proposed Cancellation
4.1 Prior to Cancellation
Shareholders should note that they are able to trade in the
Ordinary Shares on AIM, prior to the Cancellation Date. In
addition, the Major Shareholder has agreed with the Company that on
17 May 2018 it will place an order with its broker, Peterhouse
Corporate Finance Limited, to purchase in the market up to
4,166,667 Ordinary Shares offered for sale at a price of 24 pence
per Ordinary Share. The Major Shareholder intends that such order
will remain open until the earlier of the date the order is
fulfilled and the last trading day on AIM being 11 June 2018. If
Shareholders wish to sell their Ordinary Shares pursuant to the
order from the Major Shareholder, they should consult with their
own independent financial adviser and/or broker, as it will be
necessary to instruct a broker to place an order with Peterhouse
Corporate Finance Limited for the sale of relevant shares. The
order from the Major Shareholder will be fulfilled on a first come,
first served basis.
4.2 Following Cancellation
The Board is aware that the proposed Cancellation, should it be
approved by Shareholders at the Extraordinary General Meeting,
would make it more difficult for Shareholders to buy and sell
Ordinary Shares should they wish to do so.
Therefore, the Company has made arrangements for a Matched
Bargain Facility to assist Shareholders to trade in the Ordinary
Shares to be put in place from the day of Cancellation if the
Cancellation Resolution is passed. The Matched Bargain Facility
will be provided by JP Jenkins Limited ("JP Jenkins") and will be
reviewed on an annual basis. JP Jenkins is part of Peterhouse
Corporate Finance Limited, which is authorised and regulated by the
Financial Conduct Authority, a member of the London Stock Exchange
and a NEX Exchange Corporate Adviser. Under the Matched Bargain
Facility, Shareholders or persons wishing to acquire or dispose of
Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal
directly with members of the public), of the number of Ordinary
Shares that they are prepared to buy or sell at an agreed price. In
the event that JP Jenkins is able to match that order with an
opposite sell or buy instruction, they would contact both parties
and then effect the bargain. Should the Cancellation become
effective and the Company put in place the Matched Bargain
Facility, details will be made available to Shareholders on the
Company's website at https://www.interquestgroup.com and directly
by letter or e-mail (where appropriate).
5. Re-registration
Following the Cancellation, the Board believes that the
requirements and associated costs of the Company maintaining its
public company status will be difficult to justify and that the
Company will benefit from the more flexible requirements and lower
costs associated with private limited company status. It is
therefore proposed to re-register the Company as a private limited
company. In connection with the Re-registration, it is proposed
that the New Articles be adopted to reflect the change in the
Company's status to a private limited company. The principal
effects of the Re-registration and the adoption of the New Articles
on the rights and obligations of Shareholders and the Company are
summarised in Part II of this Document.
Application will be made to the Registrar of Companies for the
Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies
issues a certificate of incorporation on Re-registration. The
Registrar of Companies will not issue the certificate of
incorporation on Re-registration until the Register of Companies is
satisfied that no valid application can be made to cancel the
resolution to re-register as a private limited company.
6. Current Trading, Strategy and Prospects
Following a year of change, the financial results for the year
ended 31 December 2017 for the Group were slightly behind the
management team's expectations. The Group has invested in new
service offerings and developed its international footprint in
order to focus on niche, fast growth technologies and higher margin
opportunities. During the course of the year the Group's leadership
team has made significant progress in refining its value
proposition and simplifying its brand structure in order to meet
its client's needs and offer a total talent management solution.
The Group remains focused on capitalising on the opportunity in
assisting its clients wherever they are in the digital maturity
lifecycle.
Trading has been mixed in the first few months of the year with
net fee income above budget in some of the US businesses, whilst
trading in the UK remains challenging in the more traditional
recruitment businesses. The Group's solutions business has won two
new clients in the second quarter and the management team is
pleased to have acquired the Albany Beck business in April 2018,
which it hopes will lead to cross selling opportunities in the
future.
7. Irrevocable Undertakings
The Company has received irrevocable undertakings from Gary
Ashworth, James Constable, Recruitment Capital Partners LLP and the
Major Shareholder to vote or procure votes in favour of the
Resolutions, in respect of all Ordinary Shares held by each of them
(or in which they are interested) on the date of the Extraordinary
General Meeting which currently amounts to 35,817,470 Ordinary
Shares in aggregate, representing approximately 68.97 per cent. of
the issued share capital of the Company.
Accordingly, the Directors believe it is likely that the
Resolutions will be passed at the Extraordinary General
Meeting.
8. Process for Cancellation
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders at an Extraordinary General Meeting. Accordingly, the
Notice of Extraordinary General Meeting set out in Part III of this
Document contains a special resolution to approve the
Cancellation.
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention, subject to the
Cancellation Resolution being passed at the Extraordinary General
Meeting, to cancel the Company's admission of the Ordinary Shares
to trading on AIM on 12 June 2018. Accordingly, if the Cancellation
Resolution is passed the Cancellation will become effective at 7.00
a.m. on 12 June 2018. If the Cancellation becomes effective,
Allenby Capital Limited will cease to be nominated adviser of the
Company and the Company will no longer be required to comply with
the AIM Rules.
9. Extraordinary General Meeting
The Extraordinary General Meeting will be held at the Company's
registered office at Cannon Green, 27 Bush Lane, London, EC4R 0AA
commencing at 10.00 a.m. on 4 June 2018 (or as soon thereafter as
the annual general meeting convened for 9.00 a.m. on 4 June 2018 is
concluded or adjourned).
10. Action to be taken
You will find enclosed with this Document a Form of Proxy for
use at the Extraordinary General Meeting. Whether or not you
propose to attend the Extraordinary General Meeting in person, you
are requested to complete and return the Form of Proxy to the
Company's registrars Link Asset Services, PXS1, 34 Beckenham Road,
Beckenham, Kent BR3 4ZF, in accordance with the instructions
printed thereon as soon as possible but, in any event, to be
received no later than 10.00 a.m. on 31 May 2018. Completion and
return of a Form of Proxy will not preclude you from attending and
voting at the Extraordinary General Meeting in person if you so
wish.
11. Recommendation
The Directors consider that the Cancellation is in the best
interests of the Company and its Shareholders as a whole and
therefore unanimously recommend that you vote in favour of the
Resolutions at the Extraordinary General Meeting as those Directors
who hold Ordinary Shares intend to do in respect of their own
beneficial holdings amounting to, in aggregate 30,203,572 Ordinary
Shares representing 58.16 per cent. of the total voting rights in
the Company.
Yours faithfully,
Gary Ashworth
Chairman
DEFINITIONS
The following definitions apply throughout this Document, unless
the context requires otherwise:
"AIM" AIM, the market operated by
the London Stock Exchange;
"AIM Rules" the rules and guidance for
companies whose shares are
admitted to trading on AIM
entitled "AIM Rules for Companies"
published by the London Stock
Exchange, as amended from time
to time;
"Articles" the articles of association
of the Company as amended from
time to time;
"Business Day" a day (excluding Saturday,
Sunday and public holidays
in England and Wales) on which
banks are generally open for
business in London for the
transaction of normal banking
business;
"Cancellation" the cancellation of admission
of the Ordinary Shares to trading
on AIM, subject to passing
of the Cancellation Resolution
and in accordance with Rule
41 of the AIM Rules;
"Cancellation Resolution" Resolution number 1 to be proposed
at the Extraordinary General
Meeting;
"Circular" this Document, containing information
about the Cancellation, the
Matched Bargain Facility, Re-registration,
the New Articles and the Extraordinary
General Meeting;
"Company" or "InterQuest" InterQuest Group Plc, a company
incorporated in England and
Wales with registered number
04298109;
"CREST" the relevant system (as defined
in the CREST Regulations) in
respect of which Euroclear
is the operator (as defined
in those regulations);
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI2001/3755),
as amended;
"Current Articles" the articles of association
of the Company at the date
of this Document;
"Directors" or the directors of the Company,
"Board" whose names are set out on
page 4 of this Document. The
Board comprises the directors
at any time or the directors
present at a duly convened
meeting at which a quorum is
present or, as the case may
be, the directors assembled
as a committee of such Board;
"Disclosure Guidance the disclosure rules and transparency
and Transparency rules made by the UK Financial
Rules" Conduct Authority pursuant
to section 73A of FSMA;
"Extraordinary the Extraordinary General Meeting
General Meeting" of the Company convened for
10.00 a.m. on 4 June 2018 (or
as soon thereafter as the annual
general meeting convened for
9.00 a.m. on 4 June 2018 is
concluded or adjourned) and
any adjournment thereof, notice
of which is set out at the
end of this Document;
"Form of Proxy" the form of proxy enclosed
with this Document for use
at the Extraordinary General
Meeting or at any adjournment
thereof;
"Group" InterQuest and its subsidiary
undertakings (as defined in
the Companies Act 2006);
"Independent Director" Mr. David Higgins;
"London Stock Exchange" London Stock Exchange plc;
"Major Shareholder" Chisbridge Limited, a company
incorporated in England and
Wales with registered number
10451963;
"Matched Bargain the matched bargain trading
Facility" facility to be put in place
by the Company with JP Jenkins
Limited following the Cancellation,
subject to the passing of the
Cancellation Resolution, as
described in paragraph 4.2
of Part I of this Circular;
"New Articles" the new articles of association
of the Company to be adopted
following the passing of the
Resolution number 2 to be proposed
at the Extraordinary General
Meeting;
"Notice of Extraordinary the notice of Extraordinary
General Meeting" General Meeting which is set
or "Notice" out in Part III of this Document;
"Ordinary Shares" ordinary shares of 1p each
in the capital of the Company,
and "Ordinary Share" means
any one of them;
"Registrars" Link Asset Services, a trading
name of Link Asset Services
Holdings Limited;
"Re-registration" the re-registration of InterQuest
as a private limited company
and the consequential adoption
of the New Articles;
"Regulatory Information has the meaning given to it
Service" in the AIM Rules for any of
the services approved by the
London Stock Exchange for the
distribution of AIM announcements
and included within the list
maintained on the website of
the London Stock Exchange;
"Resolutions" the resolutions to be proposed
at the Extraordinary General
Meeting in the form set out
in the Notice of Extraordinary
General Meeting (and each of
which shall be a "Resolution");
"Shareholders" holders of Ordinary Shares
from time to time and "Shareholder"
means any one of them;
"Takeover Code" the City Code on Takeovers
and Mergers;
"Takeover Panel" The Panel on Takeovers and
Mergers; and
"United Kingdom" the United Kingdom of Great
Britain and Northern Ireland.
A reference to "GBP" is to pounds sterling,
being the lawful currency of the UK.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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