Internetq : 23 Mar 2016Consortium Offer Unconditional in all Respects

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

RECOMMENDED CASH OFFER

FOR

INTERNETQ PLC

BY

DMWSL 805 LIMITED

Offer declared unconditional in all respects and extension of the Offer

23 March 2016

Introduction

On 1 March 2016, DMWSL 805 Limited ('Bidco'), a company formed by Toscafund Asset Management LLP ('Toscafund'), Penta Capital LLP ('Penta') and Panagiotis Dimitropoulos (together the 'Consortium'), announced its firm intention to make a cash offer for the entire issued and to be issued ordinary share capital of InternetQ plc ('InternetQ') not already owned, or agreed to be acquired, by Bidco at a price of 180 pence per InternetQ Share, to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act 2006 (the 'Offer').

On 4 March 2016, Bidco published an offer document setting out the full terms and conditions of the Offer and the procedures for acceptance of the Offer (the 'Offer Document').

Level of acceptances and InternetQ Shares acquired

As at 1.00 p.m. on 23 March 2016, Bidco had received valid acceptances of the Offer in respect of 6,952,592 InternetQ Shares (representing approximately 17.33 per cent. of the existing issued share capital of InternetQ held outside of treasury). No acceptances had been received from InternetQ Shareholders acting in concert with Bidco.

On 23 March 2016 Bidco acquired, in aggregate, 21,780,020 InternetQ Shares, representing, in aggregate, approximately 54.28 per cent. of the existing issued share capital of InternetQ held outside of treasury, pursuant to the Share Exchange Agreements referred to in the Offer Document.

In addition, on 23 March 2016 Bidco acquired an interest in 3,625,807 InternetQ Shares, representing approximately 9.04 per cent. of the existing issued share capital of InternetQ held outside of treasury, pursuant to a market purchase of those shares at the Offer Price.

Accordingly, as at 1.00 p.m. on 23 March 2016, Bidco either had acquired or had received valid acceptances of the Offer in respect of, in aggregate, 32,358,419 InternetQ Shares, representing approximately 80.64 per cent. of the existing issued share capital of InternetQ held outside of treasury, all of which may be counted towards satisfaction of the Acceptance Condition.

Irrevocable undertakings

As at 1.00 p.m. on 23 March 2016, Bidco had received valid acceptances of the Offer in respect of 211,111 InternetQ Shares (representing approximately 0.53 per cent. of the existing issued share capital of InternetQ held outside of treasury) from the following InternetQ Shareholders who gave irrevocable undertakings to accept the Offer:

*Veronica Nocetti has given an irrevocable undertaking 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.

As at 1.00 p.m. on 23 March 2016, Bidco had not received valid acceptances of the Offer in respect of 69,235 InternetQ Shares (representing approximately 0.17 per cent. of the existing issued share capital of InternetQ held outside of treasury) from the following InternetQ Shareholders who gave irrevocable undertakings to accept the Offer:

Bidco understands that the granters of these irrevocable undertakings still intend to accept the Offer in respect of the shares listed above but such acceptances had not been validly received by 1.00 p.m. on 23 March 2016.

Letter of Intent

Prior to the announcement of the Offer, Bidco had also received a letter of intent to accept the Offer from Schroder Investment Management Limited in respect of 4,918,046 InternetQ Shares (representing approximately 12.26 per cent. of the existing issued share capital of InternetQ held outside of treasury). As at 1.00 p.m. on 23 March 2016, Bidco had received valid acceptances of the Offer in respect of 4,762,637 InternetQ Shares (representing approximately 11.87 per cent. of the existing issued share capital of InternetQ held outside of treasury) in connection with the letter of intent.

Offer declared unconditional in all respects and extension of the Offer

Bidco is pleased to announce that all of the Conditions to the Offer have now either been satisfied or waived and declares that the Offer is now unconditional in all respects.

Bidco further announces that the Offer is being extended and will remain open for acceptance until further notice (and will not, in any event, close before 12 April 2016).

InternetQ Shareholders who have not accepted the Offer are encouraged to do so as soon as possible. The procedure for acceptance of the Offer is set out below.

Acceptance procedure

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 to Share Registrars Limited at Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL, UK.

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. 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.

Further details of the procedures for the acceptance of the Offer are set out in paragraph 15 of the letter from Bidco and in Parts C and D of Appendix I of the Offer Document.

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.

Interests in InternetQ Shares

As at 1.00 p.m. on 23 March 2016 (and following completion of the transactions contemplated in the Share Exchange Agreements and the market purchases of InternetQ Shares referred to above), Bidco either had acquired or had received valid acceptances of the Offer in respect of, in aggregate, 32,358,419 InternetQ Shares, representing, in aggregate, approximately 80.64 per cent. of the existing issued share capital of InternetQ held outside of treasury. In addition, Panagiotis Dimitropoulos, a member of the Consortium and a director of Bidco, is entitled to acquire a further 40,000 InternetQ Shares at nominal value under the InternetQ Share Plan.

Save as disclosed in this announcement, as at 1.00 p.m. on 23 March 2016 neither Bidco, nor any person acting in concert with it, was interested in, or had any rights to subscribe for, any relevant securities of InternetQ, or had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of InternetQ. For these purposes, 'arrangement' includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of InternetQ and any borrowing or lending of any relevant securities of InternetQ which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of InternetQ.

De-listing and re-registration of InternetQ

Having acquired an interest in more than 75 per cent. of the outstanding voting rights attaching to 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. It is expected that such cancellation of admission to trading on AIM will take effect no earlier than 20 Business Days after the date on which the relevant application is made to the London Stock Exchange. Bidco will procure that InternetQ makes an announcement through a Regulatory Information Service at the appropriate time confirming that the notice period has commenced and the anticipated date of cancellation.

Cancellation of admission to trading on AIM is likely to reduce significantly the liquidity and marketability of any InternetQ Shares in respect of which the Offer has not at such time been accepted.

It is also intended that Bidco will seek to re-register InternetQ as a private limited company following the cancellation of the admission to trading on AIM of the InternetQ Shares.

Compulsory acquisition

If Bidco receives 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.

Settlement

The consideration to which any InternetQ Shareholder accepting the Offer is entitled under the Offer will be settled (i) in the case of valid acceptances received on or before the date of this announcement, on or before 6 April 2016; and (ii) in the case of valid acceptances received after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

General

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Offer Document, a copy of which is available on InternetQ's website at www.internetq.com, Toscafund's website at www.toscafund.com and Penta's website at www.pentacapital.com.

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

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.

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.

Both InternetQ and Bidco are companies incorporated under the laws of England and Wales. It may not be possible for InternetQ Shareholders in the United States to effect service of process within the United States upon InternetQ or Bidco or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue InternetQ or Bidco or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm 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 Code, any person who is, or becomes, interested in 1 per cent. 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 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.

Purchases outside the Offer

Bidco or its nominees or brokers (acting as agents) may purchase InternetQ Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the Code, the AIM Rules and the rules of the London Stock Exchange.

Publication on websites

A copy of this announcement, the Offer Document and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be available free of charge for inspection on InternetQ's website at www.internetq.com, Toscafund's website at www.toscafund.com and Penta's website at www.pentacapital.com during the course of the Offer. The contents of websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.

In accordance with Rule 30.2 of the Code, InternetQ Shareholders may request a hard copy of this announcement by contacting Nick Lovering or Ranald McGregor-Smith at Whitman Howard Limited during business hours on Tel: +44 (0) 207 659 1234 or by submitting a request in writing to either of them at Whitman Howard Limited, First Floor, Connaught House, 1-3 Mount Street, London W1K 3NB, UK.

Time

All times referred to in this announcement are London times, unless otherwise stated.

InternetQ plc issued this content on 23 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 23 March 2016 16:37:35 UTC

Original Document: http://hsstag.investis.com/ir/intq/ir.jsp?page=news-item&item=2404107943936000