Takeover Offers
NOTICE OF RECOMMENDED OFFER BY DMWSL 805 LIMITED FOR INTERNETQ PLC PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006
Recommended Cash Offer by
DMWSL 805 LIMITED (“Bidco”)
for
INTERNETQ PLC (“InternetQ”)
Notice is hereby given, in accordance with section 978(1)(c)(ii) of the Companies Act 2006, that:
(a) a recommended offer (the “Offer”) has been made by Bidco to acquire all of the issued and to be issued share capital of InternetQ not already owned, or agreed to be acquired, by Bidco. Bidco is a newly incorporated company formed by Toscafund Asset Management LLP, Penta Capital LLP and Panagiotis Dimitropoulos (together the “Consortium”). Under the Offer, InternetQ Shareholders are entitled to receive 180 pence in cash for each InternetQ Share held. The offer document, containing the terms and conditions of the Offer and the procedures for acceptance (the “Offer Document”), was dated, published and posted to InternetQ Shareholders (other than InternetQ Shareholders located in any Restricted Jurisdictions) on 4 March 2016; and
(b) copies of the Offer Document and the Form of Acceptance are available on the website of Toscafund at www.toscafund.com, the website of Penta at www.pentacapital.com and the website of InternetQ at www.internetq.com.
The Independent Directors of InternetQ, who have been so advised by Akira Partners LLP, consider the terms of the Offer to be fair and reasonable and are unanimously recommending that InternetQ Shareholders accept the Offer. All of the Independent Directors of InternetQ who beneficially own InternetQ Shares have irrevocably undertaken to accept the Offer in respect of their own beneficial shareholdings of InternetQ Shares which, in aggregate, amount to 168,471 existing issued InternetQ Shares, representing approximately 0.42 per cent. of InternetQ’s existing issued share capital. Bidco has also received an irrevocable undertaking from a non-independent director of InternetQ in respect of 111,875 existing issued InternetQ Shares, representing 0.28 per cent. of InternetQ’s existing issued share capital.
Additionally, Bidco has received a non-binding letter of intent to accept the Offer from Schroder Investment Management Limited in respect of 4,918,046 existing issued InternetQ Shares, representing approximately 12.26 per cent. of the existing issued share capital of InternetQ. Bidco has also agreed to acquire from members of the Consortium or their associates, in aggregate, 21,780,020 existing issued InternetQ Shares, representing in aggregate approximately 54.28 per cent. of the existing issued share capital of InternetQ.
The full terms and conditions of the Offer, including details of how the Offer may be accepted, are set out in the Offer Document (and, if applicable, in the Form of Acceptance). This notice alone does not constitute, and must not be construed as, an offer. InternetQ Shareholders who accept the Offer may rely only on the Offer Document (and, if applicable, the Form of Acceptance) for all the terms and conditions of the Offer.
Any InternetQ Shareholder who is in any doubt as to what action he/she should take should consult his/her stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if he/she is resident in the United Kingdom or, if not, with another appropriately authorised independent financial adviser in the relevant jurisdiction.
The Offer is being made in respect of all of the issued and to be issued InternetQ Shares not already owned or agreed to be acquired by Bidco, including InternetQ Shares held by persons to whom the Offer Document is not dispatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be dispatched who hold, or who are entitled to have allotted or issued to them, InternetQ Shares. Any such persons may collect copies of the Offer Document and the Form of Acceptance by contacting Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey, GU9 7LL, UK or on telephone number 01252 821390 or, if telephoning from outside the UK, on telephone number +44 1252 821390 between 9.00 am and 5.30 pm Monday to Friday. Calls to the 01252 821390 number will be charged at your network provider’s standard rate. Calls to the helpline from outside the UK will be charged at applicable international rates. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor provide personal financial, legal or tax advice.
Unless otherwise permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, nor is it being made in, into or from, any Restricted Jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities.
Accordingly, the Offer Document, the Form of Acceptance and this notice are not being and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or part, in, into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Offer Document, Form of Acceptance or this notice to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of that jurisdiction.
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 Offer and will not regard any other person as its client in relation to the Offer 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 the Offer or any other matters referred to in the Offer Document.
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 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 relation to the Offer or any other matters referred to in the Offer Document.
The Directors of Bidco accept responsibility for the information contained in this notice. To the best of the knowledge and belief of the Directors of Bidco (who have taken all reasonable care to ensure that such is the case), the information contained in this notice is in accordance with the facts and does not omit anything likely to affect the import of such information.
Terms used but not defined herein shall have the same meaning as given to them in the Offer Document.
DMWSL 805 LIMITED
4 March 2016