TIDMINTQ
RNS Number : 0299R
Toscafund Asset Management LLP
04 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
For immediate release 4 March 2016
Publication and posting of Offer Document
On 1 March 2016, Toscafund Asset Management LLP, Penta Capital
LLP, Panagiotis Dimitropoulos (together the "Consortium") and the
Independent Directors of InternetQ plc ("InternetQ") announced (the
"Announcement") 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 entire 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"). Defined terms in this
announcement shall have the meaning given to them in the
Announcement.
Bidco announces that it is today posting to InternetQ
Shareholders an offer document relating to the Offer (the "Offer
Document").
Information on how to accept the Offer
The Offer will initially be open for acceptance until 1.00 p.m.
on 29 March 2016.
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 and,
in any event, so as to be received by Share Registrars Limited at
Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9
7LL, UK by no later than 1.00 p.m. on 29 March 2016.
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 and, in any
event, by no later than 1.00 p.m. on 29 March 2016. 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.
The Offer is subject to the terms and conditions set out in the
Offer Document. The Offer Document and the Form of Acceptance will
be published on InternetQ's website at www.internetq.com,
Toscafund's website at www.toscafund.com and Penta's website at
www.pentacapital.com by no later than 12 noon on 7 March 2016 and
will remain published thereon whilst the Offer remains open for
acceptance.
Shareholder helpline
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.
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
Akira Partners LLP (Rule 3 adviser and financial adviser to
InternetQ)
Panos Metsis/Fanis Tsarouchis Tel: +44 (0) 207 854 1921
RBC Capital Markets (Nominated adviser and joint corporate
broker to InternetQ)
Pierre Schreuder/Ema Jakasovic Tel: +44 (0) 207 653 4000
Canaccord Genuity (Joint corporate broker to InternetQ)
Simon Bridges/Emma Gabriel Tel: +44 (0) 207 523 8000
FTI Consulting LLP (media enquiries for InternetQ)
Charles Palmer/Chris Lane/Nicola Krafft/Karen Tang Tel: +44 (0) 20 3727 1000
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.
Akira Partners LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for InternetQ as its Rule 3 adviser and financial
adviser and for no-one else in connection with the Offer and this
announcement and will not be responsible to anyone other than
InternetQ for providing the protections afforded to clients of
Akira Partners LLP nor for providing advice in connection with the
Offer or this announcement or 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.
(MORE TO FOLLOW) Dow Jones Newswires
March 04, 2016 02:01 ET (07:01 GMT)
Grafico Azioni Internetq (LSE:INTQ)
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Da Mag 2024 a Giu 2024
Grafico Azioni Internetq (LSE:INTQ)
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Da Giu 2023 a Giu 2024
