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InterQuest Group to review shareholder options including potential company sale

In a rapidly evolving industry, where remaining at the forefront of technological developments and the increasing importance of big data is paramount, it is crucial to continue to invest and offer a large scale platform to clients and candidates. The Company has therefore decided to initiate discussions relating to a sale of the Company under the framework of a "formal sale process" under the City Code on Takeover and Mergers (the "Code"), under which the Board of InterQuest (the "Board") is able to have discussions with third parties interested in such a transaction on a confidential basis.

The Board, which is being advised by CHILDS Advisory Partners and Charles Stanley Securities, will make a further announcement when appropriate.

Process

Discussions in relation to a merger with a third party or a sale of the Company will take place within the context of a "formal sale process" as set out in the Code. Parties with a potential interest in making an offer for, merging with or proposing other forms of corporate transaction with InterQuest should contact CHILDS Advisory Partners (contact details as set out below).

Any interested party will be required to enter into a non-disclosure agreement with the Company on reasonable terms satisfactory to the Board and on the same terms, in all material respects, as the other interested parties, before being permitted to participate in the process.  Following execution of an agreed non-disclosure agreement, the Company intends to provide interested parties with information materials on the Company.  Following receipt of the materials, interested parties shall be invited to submit proposals to the Company.  Interested parties who submit a proposal of interest to the Board will be invited into the next phase of the process.

The Board reserves the right to alter any aspect of the process as outlined above or to terminate it at any time and will make further announcements as appropriate.  The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Company, although it may do so in the future, has not at this stage requested any dispensation from this prohibition under Note 2 of Rule 21.2.

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

Following this announcement, the Company is now considered to be in an "offer period" as defined in the Code, and the dealing disclosure requirements listed below will apply.

 

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