REG - IQGeo Group PLC - Rule 2.9 Announcement and TVR

IQGeoAnnouncement

15/05/2024 09:15

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RNS Number : 5350O  IQGeo Group PLC  15 May 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

FOR IMMEDIATE RELEASE

 

15 May 2024

 

 

IQGeo Group plc ("IQGeo" or the "Company")

 

Rule 2.9 Announcement

 

and

 

Total Voting Rights

 

 

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Takeover Code"), the Company confirms that as at the date and time of this
announcement, it had in issue 61,760,936 ordinary shares of 2 pence each, all
of which carry one voting right per share. The Company does not hold any
ordinary shares in treasury. The International Securities Identification
Number for Company's ordinary shares is GB00B3NCXX73.

 

The figure of 61,760,936 ordinary shares may be used by shareholders (i) as
the denominator for the calculation by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company, under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules and (ii) to determine the percentage of issued share
capital they hold in the Company for the purposes of the Takeover Code,
including to consider their disclosure requirements under Rule 8 of the
Takeover Code.

 

Capitalised terms used in this announcement which have not been defined have
the meanings given to them in the Rule 2.7 announcement released on 14 May
2024, unless the context provides otherwise.

 

Enquiries

 

 IQGeo                                                        +44 (0) 12 2360 6655
 Richard Petti, CEO
 Haywood Chapman, CFO

 Evercore (Lead Financial Adviser to IQGeo)                   +44 (0) 20 7653 6000
 Ed Banks
 Anil Rachwani
 Harrison George

 Cavendish (Joint Financial Adviser, Nomad, Broker to IQGeo)  +44 (0) 20 7220 0500
 Henrik Persson

 Tim Redfern
 Seamus Fricker

 H/Advisors Maitland (PR Adviser to IQGeo)                    +44 7900 000777
 Neil Bennett

 

 

 

IMPORTANT NOTICES

 

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of IQGeo in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer document),
which will contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any vote in respect of
the Scheme or other response in relation to the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the offer
document).

This announcement does not constitute a prospectus or a prospectus-equivalent
document.

 

Important notices about financial advisers

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser to IQGeo and no one else in connection with
the matters described in this Announcement and will not be responsible to
anyone other than IQGeo for providing the protections afforded to clients of
Evercore nor for providing advice in connection with the matters referred to
herein. Neither Evercore nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Evercore in connection with this
Announcement, any statement contained herein, any offer or otherwise. Apart
from the responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000 and successor
legislation, or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or liability
whatsoever for the contents of this Announcement, and no representation,
express or implied, is made by it, or purported to be made on its behalf, in
relation to the contents of this Announcement, including its accuracy,
completeness or verification of any other statement made or purported to be
made by it, or on its behalf, in connection with IQGeo or the matters
described in this Announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this
Announcement or any statement contained herein.

 

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the FCA in the UK, is acting as joint financial adviser,
nominated adviser and corporate broker exclusively for IQGeo and no one else
in connection with the matters referred to in this Announcement and will not
be responsible to anyone other than IQGeo for providing the protections
afforded to its clients or for providing advice in relation to matters
referred to in this announcement. Neither Cavendish, nor any of its
affiliates, owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Cavendish in connection with
this Announcement, any statement contained herein or otherwise.

 

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition
(including the Alternative Offer) to IQGeo Shareholders who are not resident
in the United Kingdom, may be restricted by the laws of those jurisdictions
and therefore persons into whose possession this Announcement comes should
inform themselves about and observe such restrictions. Further details in
relation to the Overseas Shareholders will be contained in the Scheme
Document. Any failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such. If the
Acquisition is implemented by way of Takeover Offer (unless otherwise
permitted by applicable law or regulation), the Takeover Offer may not be
made, directly or indirectly, in or into or by use of the mails or any other
means or instrumentality (including, without limitation, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of any Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and 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 the United
Kingdom. Nothing in this Announcement should be relied on for any other
purpose.

The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct
Authority.

 

Additional information for US investors

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy
solicitation rules.

If, in the future, Bidco exercises its right to implement the Acquisition by
way of a Takeover Offer, which is to be made into the US, such Takeover Offer
will be made in compliance with the applicable US laws and regulations,
including Section 14(e) and Regulation 14E under the US Exchange Act. Such a
Takeover Offer would be made in the US by Bidco and no one else.

In the event that the Acquisition is implemented by way of Takeover Offer, in
compliance with applicable UK laws, Bidco, its dealer manager (and their
advisers or affiliates), or its nominees, or its brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase,
shares or other securities of IQGeo other than pursuant to such Takeover Offer
during the period in which such Takeover Offer would remain open for
acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases or arrangements to purchase shall be disclosed as required
under UK laws, shall be reported to a Regulatory Information Service and shall
be available on the London Stock Exchange website at
www.londonstockexchange.com. To the extent that such information is required
to be publicly disclosed in the UK in accordance with applicable regulatory
requirements, this information will, as applicable, also be made publicly
available in the United States.

It may be difficult for US holders of IQGeo Shares to enforce their rights and
any claim arising out of the US federal securities laws in connection with the
Acquisition, since Bidco and IQGeo are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of IQGeo Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.

The Topco Investor Shares to be issued under the Alternative Offer have not
been registered under the US Securities Act or under any laws or with any
securities regulatory authority of any state, district or other jurisdiction,
of the US and will not be listed on any stock exchange in the US. The Topco
Investor Shares may only be offered or sold in the US in reliance on an
exemption from registration requirements of the US Securities Act including in
the case of the proposed scheme of arrangement, Section 3(a)(10) thereunder.

The financial information included in this Announcement, or that may be
included in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).

 

Neither the Acquisition (including the Alternative Offer) nor this
Announcement have been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities approved or
disapproved or passed judgement upon the fairness or the merits of the
Acquisition (including the Alternative Offer), or determined if the
information contained in this Announcement is adequate, accurate or complete.
Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its IQGeo Shares pursuant to the Acquisition
will likely be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each US holder of IQGeo Shares is urged to consult their independent legal,
tax and financial advisers regarding the tax consequences of the Acquisition
applicable to them, including under applicable US state and local, as well as
overseas and other, tax laws.

 

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on website

A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at https://www.documentdisplay.com
(https://www.documentdisplay.com) and IQGeo's website at
https://www.iqgeo.com/investor-center/disclaimer-offer
(https://www.iqgeo.com/investor-center/disclaimer-offer) by no later than
12.00 noon (London Time) on the Business Day following the publication of this
Announcement.

For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.

 

Right to receive documents in hard copy form

In accordance with Rule 30.3 of the Takeover Code, IQGeo Shareholders,
participants in the IQGeo Share Plans and persons with information rights may
request a hard copy of this Announcement, free of charge, by contacting
IQGeo's registrars, Link Group, at Central Square, 29 Wellington Street,
Leeds, LS1 4DL, United Kingdom or by calling Link Group on +44 (0) 371 664
0300 or via email at shareholderenquiries@linkgroup.co.uk. Calls are charged
at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are
open between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday (except
public holidays in England and Wales). For persons who receive a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement will not be sent unless so requested. Such persons may also
request that all future documents, announcements and information in relation
to the Acquisition are sent to them in hard copy form.

 

 

 

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