TIDMINTQ
RNS Number : 6799Q
Toscafund Asset Management LLP
01 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
1 March 2016
RECOMMENDED CASH OFFER
for
INTERNETQ PLC
by
DMWSL 805 LIMITED
Further to the announcement by InternetQ plc ("InternetQ" or the
"Company") on 2 February 2016 that the Company had been approached
by Toscafund Asset Management LLP ("Toscafund"), Penta Capital LLP
("Penta") and Panagiotis Dimitropoulos, the founder and Chief
Executive Officer of InternetQ (with Toscafund, Penta and
Panagiotis Dimitropoulos being together referred to as the
"Consortium"), the Consortium and the Independent Directors of
InternetQ are pleased to announce that they have reached agreement
on the terms of a recommended cash offer pursuant to which DMWSL
805 Limited ("Bidco"), a newly incorporated company formed by the
Consortium, will acquire the existing issued and to be issued share
capital of InternetQ not already owned, or agreed to be acquired,
by Bidco, to be implemented by means of a takeover offer within the
meaning of Part 28 of the Companies Act (the "Offer").
Summary
-- Under the terms of the Offer, InternetQ Shareholders will be
entitled to receive 180 pence in cash for each InternetQ Share held
(the "Offer Price").
-- The Offer Price represents a premium of approximately:
-- 120.2 per cent. to the Closing Price per InternetQ Share of
81.75 pence on 1 February 2016, being the last Business Day prior
to the announcement of the possible offer and consequent
commencement of the Offer Period; and
-- 36.2 per cent. to the Closing Price per InternetQ Share of
132.125 pence on 29 February 2016, being the last Business Day
prior to the date of this announcement.
-- The Offer values the existing issued share capital of
InternetQ at approximately GBP72.2 million.
-- The Independent Directors of InternetQ (being Timothy Weller,
Iain Johnston, Harris Jones and Robert Beveridge), who have been so
advised by Akira Partners LLP, consider the terms of the Offer to
be fair and reasonable. In providing advice to the Independent
Directors, Akira Partners LLP has taken into account the commercial
assessments of the Independent Directors. The Independent Directors
intend to recommend unanimously that InternetQ Shareholders accept
the Offer, as the Independent Directors who hold InternetQ Shares
have irrevocably undertaken to do in respect of their own
beneficial holdings in InternetQ amounting to, in aggregate,
168,471 existing issued InternetQ Shares, representing
approximately 0.42 per cent. of the existing issued share capital
of InternetQ. Akira Partners LLP is providing independent financial
advice to the Independent Directors for the purposes of Rule 3 of
the City Code. In accordance with Rule 13 of the AIM Rules, the
Independent Directors have also consulted with InternetQ's
nominated adviser.
-- Veronica Nocetti, a non-independent director of InternetQ,
has also given an irrevocable undertaking to Bidco 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.
-- Bidco has also received a non-binding letter of intent to
accept the Offer from Schroder Investment Management Limited in
respect of a total of 4,918,046 InternetQ Shares, representing
approximately 12.26 per cent. of the existing issued share capital
of InternetQ.
-- Panagiotis Dimitropoulos is interested in 18,468,750
InternetQ Shares which are held through his wholly owned investment
company Pitragon Investments Limited ("Pitragon"). Pitragon's
holding of 18,468,750 InternetQ Shares represents approximately
46.03 per cent. of the existing issued share capital of InternetQ.
In addition, Panagiotis Dimitropoulos is entitled to acquire a
further 40,000 InternetQ Shares at nominal value under the
InternetQ Share Plan which he will direct are issued to Pitragon.
Funds managed or advised by Toscafund own, in aggregate, 3,311,270
InternetQ Shares, representing approximately 8.25 per cent. of the
existing issued share capital of InternetQ. Pitragon and the funds
managed or advised by Toscafund will exchange all of their existing
holdings of InternetQ Shares (together with those InternetQ Shares
which will be issued to Pitragon pursuant to the InternetQ Share
Plan) into shares and loan notes in Bidco conditionally and
immediately upon the Offer becoming, or being declared,
unconditional in all respects pursuant to the Share Exchange
Agreements (or shortly thereafter in the case of the InternetQ
Shares to be issued to Pitragon pursuant to the InternetQ Share
Plan). Accordingly, Bidco has conditionally agreed to acquire
21,780,020 existing issued InternetQ Shares representing, in
aggregate, approximately 54.28 per cent. of the existing issued
share capital of InternetQ.
-- Accordingly, Bidco has received irrevocable undertakings to
accept, or procure the acceptance of, the Offer and a letter of
intent to accept the Offer in respect of, in aggregate, 5,198,392
existing issued InternetQ Shares, representing in aggregate
approximately 12.96 per cent. of the existing issued share capital
of InternetQ. In addition, pursuant to the Share Exchange
Agreements, Bidco has conditionally agreed to acquire a further
21,780,020 existing issued InternetQ Shares, representing
approximately 54.28 per cent. of the existing issued share capital
of InternetQ.
-- Toscafund is a leading multi-asset manager based in London
with approximately US$4.1 billion of assets under management as at
31 January 2016. Penta is an active private equity investor in UK
mid-market companies. Over the last several years, Penta has sought
to invest in well-positioned market leaders, with select
investments in the telecoms and telecoms infrastructure sector.
Panagiotis Dimitropoulos is the founder and Chief Executive Officer
of InternetQ. He founded InternetQ in 2000 and has grown the
business to become a major market provider of mobile marketing and
digital entertainment solutions globally. He oversaw InternetQ's
admission to AIM in 2010.
-- The Offer will be conditional upon, amongst other things,
Bidco receiving valid acceptances (which have not been withdrawn)
in respect of InternetQ Shares which, together with the InternetQ
Shares acquired, or agreed to be acquired, by Bidco before or
during the Offer Period (whether pursuant to the Offer or
otherwise) will result in Bidco holding InternetQ Shares carrying,
in aggregate, 75 per cent. or more (or such lower percentage as
Bidco may, subject to the Code, decide) of the voting rights then
normally exercisable at general meetings of InternetQ.
-- If the Offer becomes, or is declared, unconditional in all
respects and Bidco receives valid acceptances in respect of
InternetQ Shares which, together with the InternetQ Shares
acquired, or agreed to be acquired, before or during the Offer by
Bidco, represent not less than 75 per cent. of the voting rights
attaching to the 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. Cancellation of admission to trading on AIM will
be conditional upon the consent of the London Stock Exchange and
such cancellation is likely to reduce significantly the liquidity
and marketability of any InternetQ Shares in respect of which the
Offer has not been accepted at such time. It is also intended that,
following implementation of the Offer, Bidco will seek to
re-register InternetQ as a private limited company.
-- If the Offer becomes, or is declared, unconditional in all
respects and Bidco receives valid 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.
Commenting on the Offer, Timothy Weller, Non-Executive Chairman
of InternetQ, said:
"The Board believes that the Offer will allow our shareholders
to realise fair value and will provide our employees and our
customers with greater certainty, away from the currently
challenging public market environment. It is clear the Company
needs to continue to invest in the transformation of its business,
and, in the opinion of the Board, as a private entity, InternetQ
will be more agile and better able to capitalise on some of the
many opportunities available to it in the fast moving mobile
marketing and music streaming sectors, where it is crucial to be
able to quickly adjust one's strategy and offering to make the most
of new prospects as they arise. We wish Panagiotis and his team
well and look forward to watching the Company's progress in the
future."
Commenting on the Offer, Panagiotis Dimitropoulos, Chief
Executive Officer of InternetQ and a member of the Consortium,
said:
"I want to thank our loyal staff and shareholders for their
support over the last six years, particularly those who have been
with us since the start of our journey. This is an exciting
opportunity for our Company and one that we feel will benefit it in
the long term. Toscafund and Penta have been supportive
shareholders in Akazoo, and recently in InternetQ, and understand
our business well. We have worked well together since they took a
significant stake in Akazoo in July 2015 and believe that they
bring a shared commitment and vision which will provide InternetQ
with the enhanced financial and operational flexibility it needs as
it seeks to execute its strategy for the longer term and to stay
ahead of its competitors.
(MORE TO FOLLOW) Dow Jones Newswires
March 01, 2016 10:31 ET (15:31 GMT)
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