Recommended Cash Acquisition
14/05/2024 10:28
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RNS Number : 3618O Kohlberg Kravis Roberts & Co LP 14 May 2024
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This announcement contains inside information
FOR IMMEDIATE RELEASE
14 May 2024
RECOMMENDED CASH ACQUISITION
OF
IQGeo GROUP PLC ("IQGeo")
BY
Geologist Bidco Limited ("BIDCO")
a newly formed company wholly-owned by funds advised by Kohlberg Kravis
Roberts & Co. L.P. and its affiliates ("KKR")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
· The boards of Bidco and IQGeo are pleased to announce
that they have reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share capital of
IQGeo (the "Acquisition").
Acquisition terms
· Under the terms of the Acquisition, IQGeo Shareholders
will be entitled to receive:
For each IQGeo Share held: 480 pence in cash
(the "Cash Offer")
· The Cash Offer values the entire issued and to be issued
share capital of IQGeo at approximately £333 million on a fully diluted basis
and implies an enterprise value of approximately £316 million.
· The Cash Offer represents attractive enterprise value
multiples of approximately:
° 14.9x IQGeo's Exit ARR of £21.3 million as at 31
December 2023;
° 20.1x IQGeo's In-year Recurring Revenue of £15.7 million
for FY2023;
° 7.1x IQGeo's revenue of £44.5 million for FY2023;
° 48.1x IQGeo's Adjusted EBITDA of £6.6 million for
FY2023; and
° 139.6x IQGeo's Adjusted EBITDAC of £2.3 million for
FY2023.
· The Cash Offer provides certain value for shareholders at
a premium of approximately:
° 48 per cent. to the twelve-month volume weighted average
price of 325 pence per IQGeo Share to 13 May 2024 (being the Latest
Practicable Date);
° 36 per cent. to the six-month volume weighted average
price of 352 pence per IQGeo Share to the Latest Practicable Date; and
° 19 per cent. to the Closing Price of 405 pence per IQGeo
Share on the Latest Practicable Date.
· As an alternative to the Cash Offer, Eligible IQGeo
Shareholders may elect for the Alternative Offer (as defined in paragraph 2 of
this Announcement), pursuant to which they will receive unlisted ordinary
shares, which will ultimately be issued pursuant to the mechanism referred to
in paragraph 14 of this Announcement, in the capital of a holding company of
Bidco to be incorporated in England and Wales for the purpose of the
Acquisition ("Topco") (the "Topco Investor Shares"). IQGeo Shareholders will
only be able to elect for the Alternative Offer in relation to their entire
holding of IQGeo Shares and not part only. The Topco Investor Shares will be
independently valued and an estimate of the value of the Topco Investor Shares
will be included in the Scheme Document. A summary of the Topco Investor
Shares is set out in paragraph 13 of this Announcement and in Appendix 4 to
this Announcement, and further details will be included in the Scheme
Document, the Topco Shareholders' Agreement and the Topco Articles.
· If, on or after the date of this Announcement and on or
prior to the Effective Date, any dividend and/or other distribution and/or
return of capital is authorised, declared, made or paid or becomes payable in
respect of IQGeo Shares, Bidco reserves the right to reduce the cash
consideration payable under the Cash Offer (and, as the case may be, the
consideration due under the Alternative Offer) by an amount equal to all or
part of any such dividend and/or other distribution and/or return of capital,
in which case IQGeo Shareholders would be entitled to receive and retain any
such dividend and/or other distribution and/or return of capital.
Background to and reasons for the Acquisition
· KKR has been assessing IQGeo and its business for a
number of months and recognises IQGeo's differentiated and modern product,
proven management team and strong value proposition for its customers.
Moreover, IQGeo operates in a sizeable and fast-growing geospatial software
market, providing critical software and services to support leading operators
within the telecoms and utility segments across their full lifecycle, from
network design to operation.
· KKR sees an opportunity to accelerate IQGeo's transition
towards a recurring software centric business model and the development of
IQGeo's future product roadmap under private ownership. IQGeo's sector is
developing rapidly, as fibre and grid infrastructure are undergoing major
transformation and upgrades to deliver against national connectivity and
sustainability goals. For this, IQGeo will require significant investment that
is likely to reduce profitability in the short to medium term, but build the
strong operational foundations required to support IQGeo's next phase of
growth, scale its platform globally and drive sustainable long-term value. As
such, KKR believes that moving to private ownership is in the long-term
interest of IQGeo, its customers and its other stakeholders. Consistent with
this approach, KKR is financing the Cash Offer entirely from equity and has a
conservative approach to leverage to focus cash generation on investment for
the future.
· KKR is also strongly positioned to support IQGeo in these
ambitions. By investing from both the KKR Global Impact Fund and Next
Generation Technology Growth Fund, KKR brings a deep understanding of the
operational challenges facing IQGeo's end-markets as well as extensive
technology sector expertise, including via investments in ReliaQuest,
OutSystems and KnowBe4. KKR sees the opportunity to drive investments at IQGeo
across:
° Technology: further expanding the breadth of its
software solution suite via incremental product upgrades and new capabilities;
° Organisational processes: scaling key operational areas
including sales and corporate development to sustain IQGeo's existing
commercial momentum;
° Sustainability: supporting IQGeo to continue to track
and improve product return on investment to customers while providing a
leading solution for the efficient roll-out and maintenance of new and
existing networks;
° Customer relationships: strengthening and growing
IQGeo's customer base with companies deploying fibre and developing grid
infrastructure;
° International footprint: supporting IQGeo's
international expansion efforts; and
° Strategic M&A: supporting management in
accelerating its inorganic growth strategy should the opportunity arise for
strategic acquisitions which would add incremental product functionality or
access to new customers and/or regions.
· KKR is also a major global investor in telecoms
infrastructure, particularly fibre deployment and electricity grid
infrastructure, and has developed a deep understanding of market dynamics in
these two sectors. The Acquisition will provide IQGeo and its management team
with access to KKR's extensive global network, support from a broad range of
KKR tools and dedicated value creation resources with a view to accelerating
IQGeo's current organic growth momentum delivered with existing resources.
· This offer gives IQGeo's shareholders a price, and
certainty in the context of low trading liquidity and share price volatility,
that reflect IQGeo's strong historical performance, while allowing KKR to make
a long-term commitment to support the business in achieving its goals and
maximising its potential.
Background to and reasons for the recommendation
· Under the leadership of its current management team,
IQGeo has delivered strong revenue growth, and EBITDA and net income
profitability in FY2022 and FY2023, respectively. The Board believes IQGeo's
AIM listing has played a vital role in its development. The market has
supported the Company with equity capital for acquisitions and the share price
has increased more than 2.7x in the last two years.
· As a result of its recent growth, the Board believes
IQGeo is now approaching a potential inflection point, with three key areas of
additional investment likely to be required over the coming years:
° in light of the increasing number of complex projects
for large Tier-1 customers, the Company's lean operating structure creates
execution risk, and investments in people and operational processes may
therefore need to be brought forward;
° positioning the business to capture the longer-term
market opportunity would require a step change in product and technology
investment; and
° capitalising on acquisition opportunities would require
investment in corporate development functions as well as access to additional
expertise and capital.
· Whilst the Board believes that IQGeo can deliver on
short-term growth expectations without significantly expanding existing levels
of investment, this could increase execution risk, and increased investment
will be required to underpin medium and long-term growth expectations. This
would result in a change in IQGeo's financial profile, introduce volatility in
IQGeo's financial performance, and carry an element of risk. This could have
negative implications for IQGeo's share price, especially in view of its
strong recent rise and the very low levels of liquidity.
· Over the last two years, the Company has received
numerous unsolicited approaches, but no one has put forward an offer that the
Board would be prepared to recommend to shareholders. In response to two
credible and well-qualified approaches from interested parties, the Board
decided to undertake a competitive private sale process under the Takeover
Code. The Board commissioned Evercore to approach a carefully selected list of
the best qualified candidates to participate in this process.
· Having engaged with such parties over several months,
including providing detailed information under non-disclosure agreements, the
Board concluded that the proposal from Bidco, which followed a period of
extensive price negotiation, was the most attractive for shareholders, the
most immediately deliverable and likely to be most advantageous for the
business and its other stakeholders. Discussions with all other parties who
have approached IQGeo in the past two years or were involved in the recent
process have been terminated.
· The IQGeo Directors have taken all relevant factors into
account in considering the terms of the Cash Offer, including:
° the IQGeo Directors have concluded that the terms of
the Cash Offer reflect the risk-adjusted fundamental valuation of IQGeo and
its future prospects;
° the Cash Offer provides shareholders with an
opportunity to realise certain value of their holdings today at a premium to
IQGeo's all-time share price high. In this context the Board has considered
the historic share price volatility of IQGeo and the low trading liquidity in
its shares;
° the implied valuation of IQGeo, in particular the
enterprise value multiples set out above, which the Board considers to be
attractive;
° the premia to recent volume-weighted average prices as
set out above;
° the returns over time that the Cash Offer will enable
shareholders to crystallise; and
° the risk associated with the delivery of future
potential value and share price performance, with or without accelerated near
term investment, particularly in the context of market and broader
macroeconomic environment volatility.
· In addition, the IQGeo Directors are pleased to note
Bidco's stated intentions concerning IQGeo's strategy, growth plans,
management and employees, and other stakeholders of IQGeo, as well as Bidco's
conservative approach to leverage to focus cash generation on investment for
the future.
Recommendation
· The IQGeo Directors, who have been so advised by Evercore
and Cavendish as to the financial terms of the Acquisition, consider the terms
of the Cash Offer to be fair and reasonable. In providing advice to the IQGeo
Directors, Evercore and Cavendish have taken into account the commercial
assessments of the IQGeo Directors. Evercore is providing independent
financial advice to the IQGeo Directors for the purposes of Rule 3 of the
Takeover Code.
· Accordingly, the IQGeo Directors intend to recommend
unanimously that IQGeo Shareholders vote (or procure votes) in favour of the
Scheme at the Court Meeting and to vote (or procure votes) in favour of the
IQGeo Resolution(s) at the General Meeting as the IQGeo Directors who (or
whose family) beneficially hold IQGeo Shares have irrevocably undertaken to do
(or procure to be done) in respect of 4,162,181 IQGeo Shares in total,
representing in aggregate approximately 6.7 per cent. of IQGeo's ordinary
share capital in issue as at the Latest Practicable Date. These irrevocable
undertakings remain binding in the event a higher competing offer is made for
IQGeo by a third party.
· Evercore and Cavendish are unable to advise the IQGeo
Directors as to whether or not the financial terms of the Alternative Offer
are fair and reasonable. This is because of the significant and variable
impact of the disadvantages and advantages of the Alternative Offer for
individual IQGeo Shareholders including, in terms of the advantages, in
particular, the ability to participate in the future value creation of the
IQGeo Group, and in terms of the disadvantages, in particular, the terms of
the Topco Investor Shares, including the fact that they are illiquid and are
not transferrable (save with the prior consent of KKR Investor or pursuant to
the drag and tag rights), the level of uncertainty in their future value, and
the potential dilution that may result if an IQGeo Shareholder elected not to
participate in any further issue of securities by Topco in the period
following the Effective Date. Further details are set out in paragraph 4 of
this Announcement.
· Accordingly, the IQGeo Directors are unable to form an
opinion as to whether or not the terms of the Alternative Offer are fair and
reasonable and are not making any recommendation to IQGeo Shareholders as to
whether or not they should elect for the Alternative Offer.
· IQGeo Shareholders are encouraged to take into account
the key advantages and disadvantages of the Alternative Offer outlined in
paragraph 4 of this Announcement, as well as their particular circumstances,
when deciding whether to elect for the Alternative Offer. IQGeo Shareholders
should also ascertain whether acquiring or holding Topco Investor Shares is
affected by the laws of the relevant jurisdiction in which they reside and
consider whether Topco Investor Shares are a suitable investment in light of
their own personal circumstances. Accordingly, IQGeo Shareholders are strongly
recommended to seek their own independent financial, tax and legal advice in
light of their own particular circumstances and investment objectives before
deciding whether to elect for the Alternative Offer. Any decision to elect for
the Alternative Offer should be based on independent financial, tax and legal
advice and full consideration of this Announcement and the Scheme Document
(when published).
Shareholder support
· In addition to the irrevocable undertakings given by the
IQGeo Directors referred to above, Bidco has also received irrevocable
undertakings from:
° Kestrel Partners to vote (or procure votes) (i) in
favour of the Scheme at the Court Meeting and the IQGeo Resolution(s) at the
General Meeting and (ii) against any competing proposal, in respect of
16,294,119 IQGeo Shares, representing approximately 26.4 per cent. of the
ordinary share capital of IQGeo in issue as at the Latest Practicable Date.
This irrevocable undertaking remains binding in the event a higher competing
offer is made for IQGeo by a third party;
° Mr Raf Meersman to vote in favour of the Scheme at the
Court Meeting and the IQGeo Resolution(s) at the General Meeting, in respect
of 777,657 IQGeo Shares in total, representing approximately 1.3 per cent. of
the ordinary share capital of IQGeo in issue as at the Latest Practicable
Date. This irrevocable undertaking remains binding in the event a higher
competing offer is made for IQGeo by a third party; and
° each of Herald Investment Management Limited and Mr
Richard Terence Green to vote (or procure votes) in favour of the Scheme at
the Court Meeting and the IQGeo Resolution(s) at the General Meeting, in
respect of, in aggregate, 3,455,585 IQGeo Shares, representing approximately
5.6 per cent. of the ordinary share capital of IQGeo in issue as at the Latest
Practicable Date.
· In addition, Bidco has also received non-binding letters
of intent from Canaccord Genuity Asset Management and Charles Stanley & Co
Ltd to vote (or procure votes) in favour of the Scheme at the Court Meeting
and the IQGeo Resolution(s) at the General Meeting, in respect of, in
aggregate, 11,250,000 IQGeo Shares, representing approximately 18.2 per cent.
of the ordinary share capital of IQGeo in issue as at the Latest Practicable
Date.
· Bidco has therefore received, in aggregate, irrevocable
undertakings and letters of intent in respect of 35,939,542 IQGeo Shares,
representing approximately 58.2 per cent. of IQGeo's ordinary share capital in
issue as at the Latest Practicable Date.
· Further details of these irrevocable undertakings and
letters of intent, including the circumstances in which they may lapse, are
set out in paragraph 5 of this Announcement and in Appendix 3 to this
Announcement.
Information relating to IQGeo
· IQGeo is a leading global provider of geospatial software
solutions to telecommunication and utility operators. IQGeo's award-winning
network management software is "Building Better Networks" within operators
through greater collaboration and process efficiency across the operational
lifecycle, from planning and design to construction, operations, and sales
optimisation.
· IQGeo partners with a diverse range of over 500 clients
including large multinational telecommunication and utility companies and
smaller regional and private network operators to deliver the digital
innovation required to increase network resilience, operational safety, and
business return on investment. IQGeo's mission is to provide operators with
the innovative software needed to manage the increasingly complex fibre
networks and electric grids that are fundamental to delivering digital equity
to communities and to the net-zero carbon economy of the future.
· In January 2019, after Ubisense Group plc disposed of its
RTLS SmartSpace technology and brand, it changed its name to IQGeo Group plc
and repositioned to focus on its geospatial software solutions business. IQGeo
is headquartered in Cambridge, UK, and currently employs over 200
professionals across offices in the UK, US, Canada, Belgium, Germany, Japan,
and Malaysia. The IQGeo Shares are admitted to trading on the AIM Market of
the London Stock Exchange.
Information relating to KKR and Bidco
· KKR is a leading global investment firm that offers
alternative asset management as well as capital markets and insurance
solutions, with approximately US$578 billion in assets under management as of
Q1 2024. KKR aims to generate attractive investment returns by following a
patient and disciplined investment approach, employing world-class people, and
supporting growth in its portfolio companies and communities.
· KKR will invest in the Acquisition largely through KKR's
Global Impact Fund II, a US$2.8 billion fund dedicated to investing in
companies whose products and services contribute measurable progress toward
the United Nations Sustainable Development Goals, as well as through KKR's
Next Generation Technology Growth Fund III, an approximately US$3 billion fund
dedicated to growth equity investment opportunities in the technology space.
· KKR established the Global Impact Strategy in 2018 to
take a focused and differentiated private equity investment approach, offering
the potential for attractive risk-adjusted return opportunities in the global
impact space.
· Seeking to leverage KKR's decades-long industry
expertise, and its broad network of proprietary relationships, investment
sourcing, asset selection and sustainability capabilities, the Global Impact
Strategy takes a commercial-first approach that focuses on generating both
attractive risk-adjusted returns and capitalising, building, and growing
companies with measurable social and/or environmental impact.
· In 2023, KKR closed its third Tech Growth Fund, Next
Generation Technology Growth Fund III, a fund dedicated to growth equity
investment opportunities in the technology space. KKR has established a proven
track record of supporting technology-focused growth companies, having
invested over US$21.6 billion in related investments since 2014 and built a
dedicated global team with deep technology growth equity expertise.
· Bidco is a newly formed company wholly-owned by funds
advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates.
Timetable and Conditions
· It is intended that the Acquisition will be effected by
way of a court-sanctioned scheme of arrangement under Part 26 of the Companies
Act. However, Bidco reserves the right to elect to implement the Acquisition
by way of a Takeover Offer, subject to the consent of the Panel (where
necessary) and the terms of the Co-operation Agreement.
· The Acquisition will be put to Scheme Shareholders at the
Court Meeting and IQGeo Shareholders at the General Meeting. In order to
become Effective, the Scheme must be approved by a majority in number of the
Scheme Shareholders voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares voted. In
addition, the approval of the IQGeo Resolution(s) by the requisite majority of
IQGeo Shareholders at the General Meeting (expected to be held immediately
after the Court Meeting) is also required for the implementation of the
Scheme, together with the sanction of the Scheme by the Court. Finally, a copy
of the Court Order must be delivered to the Registrar of Companies, upon which
the Scheme will become Effective.
· The Acquisition will also be conditional upon the receipt
of antitrust clearance in Cyprus as well as regulatory clearances (or the
expiry of relevant waiting periods) in Belgium, Germany and the UK.
· The Acquisition will be made in accordance with the
Takeover Code and on the terms and subject to the Conditions which are set out
in Appendix 1 to this Announcement and on the further terms and conditions
that will be set out in the Scheme Document.
· The Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and the General Meeting, and
which will be accompanied by the Forms of Proxy and Form of Election, will be
published as soon as reasonably practicable, and in any event within 28 days
of this Announcement (unless the Panel consents to a later date). The Scheme
Document will specify the actions to be taken by IQGeo Shareholders and will
contain an expected timetable for the implementation of the Scheme.
· The Scheme is expected to become Effective in Q4 2024,
subject to the satisfaction or, where permitted, waiver of the Conditions set
out in the Appendix 1 to this Announcement.
Commenting on the Acquisition, Paul Taylor, Chair of IQGeo, said:
"Having served on the IQGeo Board since February 2011, I am immensely proud of
the strategic decisions and operational execution which has established IQGeo
as one of the leading providers of geospatial software solutions to telecoms
and utilities operators globally. Under the leadership of the current
management team, IQGeo has delivered strong revenue growth and shareholder
returns of over 9x over the last five years.
KKR's proposed offer underscores IQGeo's highly successful cloud-based
software and services, and represents an attractive valuation and an
opportunity for shareholders to receive certainty through cash consideration,
not only for value created in recent years but also the future platform value
of IQGeo. The proposed acquisition will provide IQGeo with the ownership
structure and investment required to unlock its full potential."
Commenting on the Acquisition, Richard Petti, CEO of IQGeo, added:
"We are committed to the success of our customers and our employees. Thanks to
them, we have built a thriving business that delivers award-winning innovative
software for the telecommunication and utility industries worldwide. The
proposed acquisition is in direct response to this success, creating an
opportunity for us to accelerate investment in our people, processes, and
products and increase our ability to respond to market momentum. It's also
important to us that there is close cultural alignment between KKR's Global
Impact and Technology Growth funds with IQGeo's focus on innovation and
mission to bridge the digital divide and build the net-zero energy networks of
the future. Their investment will underpin the next phase of growth of IQGeo's
exciting journey."
Commenting on the Acquisition, Rami Bibi, Managing Director and Head of EMEA
for KKR Global Impact, said:
"In our view, IQGeo is unique in its support for continued global efforts
addressing the digital divide and transforming grid infrastructure, which is
aligned with KKR's strong focus of investing behind grid electrification for
net-zero goals. To capitalise on the global growth potential ahead, increased
investment and an acceleration of IQGeo's strategy are imperative, and private
ownership under KKR will help facilitate this."
Patrick Devine, Managing Director on the Tech Growth team at KKR, added:
"KKR's global platform and track record of scaling leading software
businesses, combined with our experience of investing in telecom and grid
networks gives us the right tools and capability to support IQGeo, and we look
forward to working closely with its management team to capitalise on the
long-term opportunity ahead."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its appendices. The Acquisition will be subject
to the Conditions and further terms set out in Appendix 1 to this Announcement
and to the full terms and conditions which will be set out in the Scheme
Document. Appendix 2 to this Announcement contains the sources of information
and bases of calculations of certain information contained in this
Announcement. Appendix 3 contains a summary of the irrevocable undertakings
and letters of intent received in relation to this Acquisition. Appendix 4
contains a summary of Topco, the Topco Investor Shares and eligibility to
elect for the Alternative Offer. Appendix 5 contains definitions of certain
expressions used in this summary and in this Announcement.
Enquiries:
Rothschild & Co (Financial Adviser to Bidco and KKR) +44 (0) 20 7280 5000
Anton Black
Philippe Noël
Tom Buggé
Tom Guinness
FGS Global (PR Adviser to KKR) KKR-LON@fgsglobal.com
Alastair Elwen 44 (0) 20 725 13801
Jack Shelley
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) IQGeo@h-advisors.global
Neil Bennett +44 (0) 20 7379 5151
Clifford Chance LLP is acting as legal adviser to KKR and Bidco. DAC
Beachcroft LLP is acting as legal adviser to IQGeo.
Important notices about financial advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom is acting exclusively for Bidco and KKR and for no‑one else in
connection with the Acquisition and will not regard any other person as its
client in relation to the Acquisition and will not be responsible to anyone
other than Bidco and KKR for providing the protections afforded to clients of
Rothschild & Co, nor for providing advice in relation to any matter
referred to in this Announcement.
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.
Further Information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale issuance or exchange is unlawful. The
Acquisition will be made solely by means of the Scheme Document (or any other
document by which the Acquisition is made) which will contain the full terms
and conditions of the Acquisition, including details of how to vote in respect
of the Scheme. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information contained in
the Scheme Document (or any other document by which the Acquisition is made).
IQGeo will prepare the Scheme Document to be distributed to IQGeo Shareholders
at no cost to them. IQGeo and Bidco urge IQGeo Shareholders to read the Scheme
Document when it becomes available because it will contain important
information relating to the Acquisition, including details of how to vote in
respect of the Scheme.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
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 Restricted
Jurisdiction. 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.
Nothing in this Announcement constitutes an offer to sell, or a solicitation
of offers to purchase, Topco Investor Shares or any loan notes to be issued by
the Topco Group.
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.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by KKR, Bidco or IQGeo may contain statements about
Bidco and IQGeo that are or may be deemed to be forward looking statements.
All statements other than statements of historical facts included in this
Announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's or
IQGeo's operations and potential synergies resulting from the Acquisition; and
(iii) the effects of government regulation on Bidco's or IQGeo's business.
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Bidco and IQGeo about future events, and are therefore subject
to risks and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors could cause actual
results to differ materially from those projected or implied in any forward
looking statements, including: increased competition, the loss of or damage to
one or more key customer relationships, changes to customer ordering patterns,
delays in obtaining customer approvals for engineering or price level changes,
the failure of one or more key suppliers, the outcome of business or industry
restructuring, the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes in raw
materials or energy market prices, changes in laws, regulations or regulatory
policies, developments in legal or public policy doctrines, technological
developments, the failure to retain key management, or the timing and success
of future acquisition opportunities or major investment projects. Other
unknown or unpredictable factors could cause actual results to differ
materially from those in the forward looking statements. Such forward looking
statements should therefore be construed in light of such factors. Neither
Bidco nor IQGeo, nor any of their respective associates or directors, officers
or advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward looking
statements in this Announcement will actually occur. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. All subsequent
oral or written forward looking statements attributable to any member of the
Bidco Group or the IQGeo Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Bidco and IQGeo expressly disclaim any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.
No profit forecasts or profit estimates or quantified financial benefit
statements
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for IQGeo for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for IQGeo.
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 and
IQGeo's website at 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.
Information relating to IQGeo Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by IQGeo Shareholders, persons with information rights
and other relevant persons for the receipt of communications from IQGeo may be
provided to Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code.
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 am to 5.30 pm (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.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Rule 2.9 information
For the purposes of Rule 2.9 of the Takeover Code, IQGeo confirms that, as at
the Latest Practicable Date, it had in issue 61,723,156 ordinary shares of 2
pence each. The International Securities Identification Number for the IQGeo
Shares is GB00B3NCXX73.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement contains inside information
FOR IMMEDIATE RELEASE
14 May 2024
RECOMMENDED CASH ACQUISITION
OF
IQGeo GROUP PLC ("IQGeo")
BY
Geologist Bidco Limited ("BIDCO")
a newly formed company wholly-owned by funds advised by Kohlberg Kravis
Roberts & Co. L.P. and its affiliates ("KKR")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Bidco and IQGeo are pleased to announce that they have reached
agreement on the terms of a recommended cash acquisition of the entire issued
and to be issued ordinary share capital of IQGeo (the "Acquisition"). The
Acquisition is intended to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out below and in Appendix 1 to this Announcement, and to
be set out in the Scheme Document, IQGeo Shareholders will be entitled to
receive:
For each IQGeo Share held: 480 pence in cash
(the "Cash Offer")
The Cash Offer values the entire issued and to be issued share capital of
IQGeo at approximately £333 million on a fully diluted basis and implies an
enterprise value of approximately £316 million.
The Cash Offer represents attractive enterprise value multiples of
approximately:
· 14.9x IQGeo's Exit ARR of £21.3 million as at 31
December 2023;
· 20.1x IQGeo's In-year Recurring Revenue of £15.7 million
for FY2023;
· 7.1x IQGeo's revenue of £44.5 million for FY2023;
· 48.1x IQGeo's Adjusted EBITDA of £6.6 million for
FY2023; and
· 139.6x IQGeo's Adjusted EBITDAC of £2.3 million for
FY2023.
The Cash Offer provides certain value for shareholders at a premium of
approximately:
· 48 per cent. to the twelve-month volume weighted average
price of 325 pence per IQGeo Share to 13 May 2024 (being the Latest
Practicable Date);
· 36 per cent. to the six-month volume weighted average
price of 352 pence per IQGeo Share to the Latest Practicable Date; and
· 19 per cent. to the Closing Price of 405 pence per IQGeo
Share on the Latest Practicable Date.
As an alternative to the Cash Offer, Eligible IQGeo Shareholders may elect to
receive 0.1 Topco Investor Share for each IQGeo Share (the "Alternative
Offer"), subject to the terms and conditions of the Alternative Offer
(referred to in paragraph 13 of this Announcement, in Appendix 4 to this
Announcement and to be further set out in the Scheme Document).
Eligible IQGeo Shareholders will only be able to elect for the Alternative
Offer in relation to their entire holding of IQGeo Shares and not part only.
The Topco Investor Shares will be independently valued and an estimate of the
value of the Topco Investor Shares will be included in the Scheme Document. A
summary of the Topco Investor Shares is set out in paragraph 13 of this
Announcement and in Appendix 4 to this Announcement and further details will
be included in the Scheme Document, the Topco Shareholders' Agreement and the
Topco Articles.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, declared, made or paid or becomes payable in respect of IQGeo
Shares, Bidco reserves the right to reduce the cash consideration payable
under the Cash Offer (and, as the case may be, the consideration due under the
Alternative Offer) under the terms of the Acquisition for the IQGeo Shares by
an amount equal to all or part of any such dividend and/or other distribution
and/or return of capital. In such circumstances, IQGeo Shareholders would be
entitled to receive and retain any such dividend and/or other distribution
and/or return of capital.
If and to the extent that any such dividend, distribution or return of value
is authorised, declared, made or paid or becomes payable on or prior to the
Effective Date, and Bidco exercises its rights under this paragraph 2 to
reduce the consideration payable under the Cash Offer or, as the case may be,
the Alternative Offer, any reference in this Announcement to the Acquisition,
the Cash Offer and the Alternative Offer shall be deemed to be a reference to
the Acquisition, the Cash Offer and the Alternative Offer respectively as so
reduced.
It is expected that the Scheme Document (including details of the Court
Meeting and the General Meeting), and the Forms of Proxy and Form of Election
accompanying the Scheme Document, will be published as soon as reasonably
practicable, and in any event within 28 days of this Announcement (unless the
Panel consents to a later date) and the Scheme will become Effective in Q4
2024, subject to the satisfaction or, where permitted, waiver of the
Conditions set out in the Appendix 1 to this Announcement.
An expected timetable of principal events relating to the Acquisition and
further information on the actions to be taken by the IQGeo Shareholders will
be provided in the Scheme Document.
3. Background to and reasons for the Acquisition
KKR has been assessing IQGeo and its business for a number of months and
recognises IQGeo's differentiated and modern product, proven management team
and strong value proposition for its customers. Moreover, IQGeo operates in a
sizeable and fast-growing geospatial software market, providing critical
software and services to support leading operators within the telecoms and
utility segments across their full lifecycle, from network design to
operation.
KKR sees an opportunity to accelerate IQGeo's transition towards a recurring
software centric business model and the development of IQGeo's future product
roadmap under private ownership. IQGeo's sector is developing rapidly, as
fibre and grid infrastructure are undergoing major transformation and upgrades
to deliver against national connectivity and sustainability goals. For this,
IQGeo will require significant investment that is likely to reduce
profitability in the short to medium term, but build the strong operational
foundations required to support IQGeo's next phase of growth, scale its
platform globally and drive sustainable long-term value. As such, KKR believes
that moving to private ownership is in the long-term interest of IQGeo, its
customers and its other stakeholders. Consistent with this approach, KKR is
financing the Cash Offer entirely from equity and has a conservative approach
to leverage to focus cash generation on investment for the future.
KKR is also strongly positioned to support IQGeo in these ambitions. By
investing from both the KKR Global Impact Fund and Next Generation Technology
Growth Fund, KKR brings a deep understanding of the operational challenges
facing IQGeo's end-markets as well as extensive technology sector expertise,
including via investments in ReliaQuest, OutSystems and KnowBe4. KKR sees the
opportunity to drive investments at IQGeo across:
· Technology: further expanding the breadth of its software
solution suite via incremental product upgrades and new capabilities;
· Organisational processes: scaling key operational areas
including sales and corporate development to sustain IQGeo's existing
commercial momentum;
· Sustainability: supporting IQGeo to continue to track and
improve product return on investment to customers while providing a leading
solution for the efficient roll-out and maintenance of new and existing
networks;
· Customer relationships: strengthening and growing IQGeo's
customer base with companies deploying fibre and developing grid
infrastructure;
· International footprint: supporting IQGeo's international
expansion efforts; and
· Strategic M&A: supporting management in accelerating
its inorganic growth strategy should the opportunity arise for strategic
acquisitions which would add incremental product functionality or access to
new customers and/or regions.
KKR is also a major global investor in telecoms infrastructure, particularly
fibre deployment and electricity grid infrastructure, and has developed a deep
understanding of market dynamics in these two sectors. The Acquisition will
provide IQGeo and its management team with access to KKR's extensive global
network, support from a broad range of KKR tools and dedicated value creation
resources with a view to accelerating IQGeo's current organic growth momentum
delivered with existing resources.
This offer gives IQGeo's shareholders a price, and certainty in the context of
low trading liquidity and share price volatility, that reflect IQGeo's strong
historical performance, while allowing KKR to make a long-term commitment to
support the business in achieving its goals and maximising its potential.
4. Recommendation
The IQGeo Directors, who have been so advised by Evercore and Cavendish as to
the financial terms of the Acquisition, consider the terms of the Cash Offer
to be fair and reasonable. In providing advice to the IQGeo Directors,
Evercore and Cavendish have taken into account the commercial assessments of
the IQGeo Directors. Evercore is providing independent financial advice to the
IQGeo Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the IQGeo Directors intend to unanimously recommend that IQGeo
Shareholders vote (or procure votes) in favour of the Scheme at the Court
Meeting and to vote (or procure votes) in favour of the IQGeo Resolution(s) at
the General Meeting as the IQGeo Directors who (or whose family) beneficially
hold IQGeo Shares have irrevocably undertaken to do (or procure to be done),
in respect of 4,162,181 IQGeo Shares in total, representing in aggregate
approximately 6.7 per cent. of the ordinary share capital of IQGeo in issue as
at the Latest Practicable Date. These irrevocable undertakings remain binding
in the event a higher competing offer is made for IQGeo by a third party.
In considering the terms of the Alternative Offer, Evercore, Cavendish and the
IQGeo Directors have considered the key disadvantages and advantages of
electing for the Alternative Offer outlined below:
Disadvantages of electing for the Alternative Offer:
· The Topco Investor Shares will be:
° unlisted and will not be admitted to trading on any
stock exchange and will therefore be illiquid. Any assessment of the value of
the Topco Investor Shares should therefore take into account an individual
shareholder's assessment of an appropriate liquidity discount;
° non-transferrable (save with the prior consent of KKR
Investor or pursuant to the drag and tag rights), and will be subject to a
right of first offer in favour of KKR Investor and any Qualified Investor
Shareholder; and
° of uncertain value and there can be no assurance that
they will be capable of being sold in the future or that they will be capable
of being sold at the value to be estimated by Rothschild & Co in the
Scheme Document;
· Following the Effective Date, the Topco Group will be
controlled by KKR Investor. Qualified Investor Shareholders (but not any other
Investor Shareholder in Topco) will have consent rights only in respect of a
limited number of Reserved Matters. Investor Shareholders (and, in particular,
Investor Shareholders that are not Qualified Investor Shareholders) will
therefore have limited or no influence over decisions made by Topco in
relation to its investment in IQGeo or in any other business;
· The percentage ownership in Topco of Investor
Shareholders who do not elect to participate in any further issue of
securities by Topco following the Effective Date may be reduced;
· Eligible IQGeo Shareholders will only be able to elect
for the Alternative Offer in relation to their entire holding of IQGeo Shares
and not part only; and
· IQGeo Shareholders will have no certainty as to the
number of Topco Investor Shares they would receive because:
° the maximum number of Topco Investor Shares available
to IQGeo Shareholders under the Alternative Offer will be limited to the
equivalent of 30 per cent. of the total share capital of Topco in issue
immediately following the issue of the Topco Offer Shares (as described in
paragraph 13 of this Announcement); and
° to the extent that elections for the Alternative Offer
cannot be satisfied in full, the entitlement to Topco Investor Shares of each
IQGeo Shareholder who has made a valid election will be reduced on a pro rata
basis and rounded down to the nearest whole number, and the balance of the
consideration due to such IQGeo Shareholder will be paid in cash in accordance
with the terms of the Cash Offer.
Advantages of electing for the Alternative Offer:
· The Alternative Offer allows IQGeo Shareholders to invest
directly in the recapitalised IQGeo Group, providing continued economic
exposure to a private equity owned enterprise without incurring ongoing
management fees;
· The Alternative Offer allows IQGeo Shareholders to
participate in future value creation and may ultimately deliver greater value
than the Cash Offer (although this cannot be guaranteed); and
· The Topco Investor Shares are Topco Ordinary Shares and,
save for those terms summarised above and in paragraph 13 of this Announcement
and in Appendix 4 to this Announcement (and to be further set out in the
Scheme Document, the Topco Articles and the Topco Shareholders' Agreement),
will carry the same voting and economic rights as the Topco Ordinary Shares
held by KKR Investor, including pro rata entitlement to dividends,
distributions and returns of capital and pre-emptive rights.
Evercore and Cavendish are unable to advise the IQGeo Directors as to whether
or not the financial terms of the Alternative Offer are fair and reasonable.
This is because of the significant and variable impact of the disadvantages
and advantages of the Alternative Offer for individual IQGeo Shareholders
including, in terms of the advantages, in particular, the ability to
participate in the future value creation of the IQGeo Group, and in terms of
the disadvantages, in particular, the terms of the Topco Investor Shares
including the fact that they are illiquid and not transferrable (save with the
prior consent of KKR Investor or pursuant to the drag and tag rights), the
level of uncertainty in their future value, and the potential dilution that
may result if an IQGeo Shareholder elected not to participate in any further
issue of securities by Topco in the period following the Effective Date.
Accordingly, the IQGeo Directors are unable to form an opinion as to whether
or not the terms of the Alternative Offer are fair and reasonable and are not
making any recommendation to IQGeo Shareholders as to whether or not they
should elect for the Alternative Offer.
IQGeo Shareholders are encouraged to take into account the key advantages and
disadvantages of the Alternative Offer outlined in this paragraph 4, as well
as their particular circumstances, when deciding whether to elect for the
Alternative Offer. IQGeo Shareholders should also ascertain whether acquiring
or holding Topco Investor Shares is affected by the laws of the relevant
jurisdiction in which they reside and consider whether Topco Investor Shares
are a suitable investment in light of their own personal circumstances.
Accordingly, IQGeo Shareholders are strongly recommended to seek their own
independent financial, tax and legal advice in light of their own particular
circumstances and investment objectives before deciding whether to elect for
the Alternative Offer. Any decision to elect for the Alternative Offer should
be based on independent financial, tax and legal advice and full consideration
of this Announcement and the Scheme Document (when published).
5. Irrevocable undertakings and letters of intent
In addition to the irrevocable undertakings given by the IQGeo Directors
described above, Bidco has also received irrevocable undertakings from:
· Kestrel Partners to vote (or procure votes) (i) in favour
of the Scheme at the Court Meeting and the IQGeo Resolution(s) at the General
Meeting and (ii) against any competing proposal, in respect of 16,294,119
IQGeo Shares, representing approximately 26.4 per cent. of the ordinary share
capital of IQGeo in issue as at the Latest Practicable Date. This irrevocable
undertaking remains binding in the event a higher competing offer is made for
IQGeo by a third party;
· Mr Raf Meersman to vote in favour of the Scheme at the
Court Meeting and the IQGeo Resolution(s) at the General Meeting, in respect
of 777,657 IQGeo Shares in total, representing approximately 1.3 per cent. of
the ordinary share capital of IQGeo in issue as at the Latest Practicable
Date. This irrevocable undertaking remains binding in the event a higher
competing offer is made for IQGeo by a third party; and
· each of Herald Investment Management Limited and Mr
Richard Terence Green to vote (or procure votes) in favour of the Scheme at
the Court Meeting and the IQGeo Resolution(s) at the General Meeting, in
respect of, in aggregate, 3,455,585 IQGeo Shares, representing approximately
5.6 per cent. of the ordinary share capital of IQGeo in issue as at the Latest
Practicable Date.
In addition, Bidco has also received non-binding letters of intent from
Canaccord Genuity Asset Management and Charles Stanley & Co Ltd to vote
(or procure votes) in favour of the Scheme at the Court Meeting and the IQGeo
Resolution(s) at the General Meeting, in respect of, in aggregate, 11,250,000
IQGeo Shares, representing approximately 18.2 per cent. of the ordinary share
capital of IQGeo in issue as at the Latest Practicable Date.
Bidco has therefore received irrevocable undertakings and letters of intent in
respect of a total of 35,939,542 IQGeo Shares representing, in aggregate,
approximately 58.2 per cent. of IQGeo's ordinary share capital in issue as at
the Latest Practicable Date.
Further details of these irrevocable undertakings and letters of intent,
including the circumstances in which they may lapse, are set out in Appendix 3
to this Announcement.
6. Background to and reasons for the recommendation
Background
IQGeo was formed on 31 December 2018 after Ubisense Group plc disposed of its
RTLS SmartSpace technology and repositioned to focus on the smaller software
solutions part of the business. Since then, IQGeo has become one of the
leading providers of geospatial software solutions to telecommunication and
utility operators globally. Under the leadership of its current management
team and through consistent strategic execution, IQGeo has delivered strong
revenue growth whilst also driving operating leverage resulting in adjusted
EBITDA and net income profitability in FY2022 and FY2023, respectively.
IQGeo's organic growth has been driven by product investment, innovation and
exceptional sales performance to land and grow within enterprise telecom and
utilities customers. A key pillar of growth has also been M&A. The
acquisitions of OSPInsight and Comsof brought significant product and
geographic diversity to the business, unlocking growth opportunities in
smaller regional and private network operators, and cross-selling
opportunities within enterprise accounts. IQGeo's success is reflected in its
customer footprint, providing software solutions to over 500 telecoms and
utilities operators globally.
The Board believes IQGeo's AIM listing has played a vital role in its
development. IQGeo's shareholders have provided equity capital to support the
acquisitions of OSPInsight and Comsof, and the operational and governance
procedures required to be a constituent of AIM have provided an important
framework for the sustainable growth of the business to date.
IQGeo has historically had access to sufficient capital to invest in
organisational processes, product and platform to achieve strong financial
returns. The market has supported the Company with strong share price
performance over recent years, with the share price having increased more than
2.7x over the last two years as IQGeo has delivered on its growth and
profitability targets.
The Board believes that IQGeo is now approaching a potential inflection point,
with three key areas of additional investment likely to be required over the
coming years to accelerate the capture of sizeable opportunities across
telecom and utility end markets.
Firstly, whilst the historical growth achieved has been exciting, the Board
believes that, in light of the increasing number of complex projects for large
Tier-1 customers, the Company's lean operating structure creates execution
risk. The Board believes that bringing forward long term investments in people
and operational processes may be necessary to sustain current commercial
momentum and maintain operational and service excellence for its expanding
customer base.
Secondly, the Board believes that positioning the business to capture the
longer-term opportunity would require a step change in product and technology
investment and an acceleration in IQGeo's transition to a predominantly
recurring revenue model. The Board recognises IQGeo operates in a competitive
market and delaying this investment could disadvantage IQGeo in the longer
term against well-capitalised competitors.
Thirdly, the Board believes there is a significant opportunity to capitalise
on acquisition opportunities of increasing scale as the business develops.
This will require investment in establishing corporate development functions,
which are currently undertaken by the CEO and CFO, as well as access to
additional expertise and capital to compete effectively in a consolidating
market.
Whilst the Board believes that IQGeo can continue to deliver on current
short-term growth expectations without significantly expanding existing levels
of investment in operational processes, people and research and development,
this could increase execution risk and increased investment will be required
over time to underpin medium and long-term growth expectations. This
additional investment would result in a change in IQGeo's financial profile,
introduce volatility in IQGeo's financial performance, and inevitably carries
an element of risk.
The Board believes undertaking such investment as a listed company could be
complex and would create market risk given the potential for shareholders to
have differing views on capital allocation priorities and expectations for
future financial performance. This could have negative implications for
IQGeo's share price, especially in view of its strong recent rise and the very
low levels of liquidity; any decision by a large shareholder to crystallise
value at or around current levels could lead to downward pressure on the
Company's share price.
The Board of IQGeo recognises Bidco's stated investment plans and intentions
for IQGeo and believes that under Bidco's ownership, and through access to
KKR's network and expertise, IQGeo would be better able to deliver on its
strategy than would otherwise be achievable if IQGeo were to remain listed.
The Board also believes that there is close cultural alignment between IQGeo
and each of KKR's Global Impact and Technology Growth mandates and under
Bidco's ownership, IQGeo could further accelerate its mission in supporting
the global energy transition and to deliver digital equity globally.
Process
Over the last two years, the Company has received numerous unsolicited
approaches from parties potentially interested in acquiring it. Although the
Board has had discussions with several such parties, none of them has put
forward an offer that the Board would be prepared to recommend to
shareholders.
In response to two credible and well-qualified approaches from interested
parties in late 2023 and early 2024, the Board decided to undertake a
competitive private sale process under the Takeover Code in order to establish
whether there was a party prepared to make an offer to shareholders that the
Board would be prepared to recommend. The Board commissioned Evercore to
approach a carefully selected list of the best qualified candidates to
participate in this process.
Having engaged with such parties over several months, including providing
detailed information on the business under non-disclosure agreements, the
Board concluded that the proposal from Bidco, which followed a period of
extensive price negotiation, was the most attractive for shareholders, the
most immediately deliverable and likely to be most advantageous for the
business and its other stakeholders. Discussions with all other parties who
have approached IQGeo in the past two years or were involved in the recent
process have been terminated.
Reasons for the recommendation
Following careful consideration, the IQGeo Directors have concluded that the
terms of the Cash Offer reflect the risk-adjusted fundamental valuation of
IQGeo and its future prospects, and provide shareholders with an opportunity
to realise certain value of their holdings today in cash.
The IQGeo Directors have taken all relevant factors into account in
considering the terms of the Cash Offer, including:
· The opportunity for IQGeo Shareholders to realise a fair
and reasonable value for their holdings in cash. In this context, the Board
has considered the historic share price volatility of IQGeo and the low
trading liquidity in its shares;
· The implied valuation represents attractive enterprise
value multiples of approximately:
° 14.9x IQGeo's Exit ARR of £21.3 million as at 31
December 2023;
° 20.1x IQGeo's In-year Recurring Revenue of £15.7
million for FY2023;
° 7.1x IQGeo's revenue of £44.5 million for FY2023;
° 48.1x IQGeo's Adjusted EBITDA of £6.6 million for
FY2023; and
° 139.6x IQGeo's Adjusted EBITDAC of £2.3 million for
FY2023.
· Certain value for shareholders at a premium of
approximately:
° 48 per cent. to the twelve-month volume weighted
average price of 325 pence per IQGeo Share to 13 May 2024 (being the Latest
Practicable Date);
° 36 per cent. to the six-month volume weighted average
price of 352 pence per IQGeo Share to the Latest Practicable Date; and
° 19 per cent. to the Closing Price of 405 pence per
IQGeo Share on the Latest Practicable Date.
· A return of:
° 10.8x the Closing Price of 44.5 pence per IQGeo Share
five years ago on 13 May 2019;
° 3.8x the issue price of 125 pence per IQGeo Share at
which IQGeo undertook a placing to support the acquisition of Comsof on 12
August 2022; and
° 1.9x the Closing Price of 258 pence per IQGeo Share one
year ago on 13 May 2023; and
· the certainty of the Cash Offer should be weighed against
the risk associated with the delivery of future potential value and share
price performance, with or without accelerated near term investment,
particularly in the context of market and broader macroeconomic environment
volatility.
In addition, the IQGeo Directors are pleased to note Bidco's stated intentions
concerning IQGeo's strategy, growth plans, management and employees, and other
stakeholders of IQGeo. The IQGeo Directors also welcome Bidco's confirmation
that, following completion of the Acquisition, the existing employment rights,
including pension rights, of the management and employees of IQGeo will be
fully safeguarded. The IQGeo Directors are also pleased to note Bidco's
conservative approach to leverage to focus cash generation on investment for
the future.
Therefore, having taken into account all relevant factors, including those set
out above as well as the results of the competitive private sale process set
out above, the IQGeo Directors intend to recommend unanimously to IQGeo
Shareholders the Acquisition of IQGeo by Bidco.
7. Information relating to IQGeo
IQGeo is a leading global provider of geospatial software solutions to
telecommunication and utility operators. IQGeo's award-winning network
management software is "Building Better Networks" within operators through
greater collaboration and process efficiency across the operational lifecycle,
from planning and design to construction, operations, and sales optimisation.
IQGeo partners with a diverse range of over 500 clients including large
multinational telecommunication and utility companies and smaller regional and
private network operators to deliver the digital innovation required to
increase network resilience, operational safety, and business return on
investment. IQGeo's mission is to provide operators with the innovative
software needed to manage the increasingly complex fibre networks and electric
grids that are fundamental to delivering digital equity to communities and to
the net-zero carbon economy of the future.
In January 2019, after Ubisense Group plc disposed of its RTLS SmartSpace
technology and brand, it changed its name to IQGeo Group plc and repositioned
to focus on its geospatial software solutions business. IQGeo is headquartered
in Cambridge, UK, and currently employs over 200 professionals across offices
in the UK, US, Canada, Belgium, Germany, Japan, and Malaysia. The IQGeo Shares
are admitted to trading on the AIM Market of the London Stock Exchange.
8. Information relating to KKR and Bidco
KKR is a leading global investment firm that offers alternative asset
management as well as capital markets and insurance solutions, with
approximately US$578 billion in assets under management as of Q1 2024. KKR
aims to generate attractive investment returns by following a patient and
disciplined investment approach, employing world-class people, and supporting
growth in its portfolio companies and communities.
KKR will invest in the Acquisition largely through KKR's Global Impact Fund
II, a US$2.8 billion fund dedicated to investing in companies whose products
and services contribute measurable progress toward the United Nations
Sustainable Development Goals, as well as through KKR's Next Generation
Technology Growth Fund III, an approximately US$3 billion fund dedicated to
growth equity investment opportunities in the technology space.
KKR established the Global Impact Strategy in 2018 to take a focused and
differentiated private equity investment approach, offering the potential for
attractive risk-adjusted return opportunities in the global impact space.
Seeking to leverage KKR's decades-long industry expertise, and its broad
network of proprietary relationships, investment sourcing, asset selection and
sustainability capabilities, the Global Impact Strategy takes a
commercial-first approach that focuses on generating both attractive
risk-adjusted returns and capitalising, building, and growing companies with
measurable social and/or environmental impact.
In 2023, KKR closed its third Tech Growth Fund, Next Generation Technology
Growth Fund III, a fund dedicated to growth equity investment opportunities in
the technology space. KKR has established a proven track record of supporting
technology-focused growth companies, having invested over US$21.6 billion in
related investments since 2014 and built a dedicated global team with deep
technology growth equity expertise.
Bidco is a newly formed company wholly-owned by funds advised by Kohlberg
Kravis Roberts & Co. L.P. and its affiliates.
9. Management, employees, pensions, research and development
and locations
Bidco's strategic plans for IQGeo
As set out in paragraph 3 of this Announcement, Bidco believes that the
Acquisition represents an attractive opportunity to support IQGeo through the
next phase of its growth.
Bidco is supportive of IQGeo's publicly stated strategy to continue its
journey towards scaling into a significant global provider of geospatial
software for network planning and operations across the telecom and utilities
sectors. Bidco intends to provide access to its global network and operational
expertise to support IQGeo's strategy under private ownership. Bidco believes
that under its ownership, IQGeo will be able to enhance its future growth
ambitions and deliver incremental value to stakeholders through investment in
scaling organisational processes and new product development. Bidco also
intends to support IQGeo's management in accelerating IQGeo's inorganic growth
strategy.
Bidco confirms it has completed a period of confirmatory due diligence on
IQGeo prior to the date of this Announcement. Bidco is supportive of the
current business trajectory but would require incremental access to
sufficiently detailed operational information and further analysis to
formulate a strategy for IQGeo going forward. Following the Scheme becoming
Effective, Bidco intends to conduct, together with the management team, a
detailed review of IQGeo's business and operations, and expects to complete
that review within approximately 12 months from the Effective Date. Bidco
expects the review to include, among other topics:
· IQGeo's public company related functions;
· assessing the business' capabilities in place to continue to drive
software revenue growth across both new and existing customers as part of
IQGeo's envisaged transition towards a higher degree of recurring revenue;
· identifying the operational areas requiring further investment to be
able to deliver on management's growth ambitions including, but not limited
to, sales, customer support and corporate development;
· identifying areas to invest in to support the future product and
R&D roadmap;
· evaluating customer opportunities to continue to scale in
international markets; and
· identifying and executing acquisition opportunities to expand the
current product offering, realising the large addressable market opportunities
that IQGeo faces.
Management and employees
Bidco attaches great importance to the skills and experience of the IQGeo
Group's management and employees. Bidco is looking forward to working with
IQGeo's management team and employees to support the future development of
IQGeo and to ensure that the business continues to thrive as a private
company, thereby offering greater opportunities for IQGeo's staff,
particularly in terms of activities that pertain to developing and expanding
its position on a global basis.
Once IQGeo ceases to be a publicly-listed company, Bidco intends that some of
the public company-related functions may be refocused to provide value-add
activities in a growing private company to help realise the opportunity of the
available addressable market. The majority of these functions are outsourced
so Bidco does not intend there to be any material headcount reductions in such
functions or otherwise following completion of the Acquisition. Bidco confirms
that its intention is to seek to reassign individuals impacted where possible
and it will comply with applicable law (including any information and
consultation obligations) in connection with any headcount reductions.
In addition, and consistent with IQGeo's move to private ownership, some or
all of the non-executive IQGeo Directors may also resign from their office as
a director of IQGeo on or shortly after the Effective Date.
Other than as described above, Bidco's strategy is growth orientated and
therefore does not expect or intend for the Acquisition to have any material
impact on the continued employment or the balance of skills and functions of
the management team and employees of the IQGeo Group.
Existing employment rights and pension schemes
Bidco confirms that, following completion of the Acquisition, it will
safeguard the existing contractual and statutory employment rights, including
pension rights, of the employees of the IQGeo Group in accordance with
applicable law. Bidco does not intend to make any material change to the
conditions of employment or the defined contribution pension arrangements
operated by the IQGeo Group in respect of its employees in the United Kingdom
(including with regard to the employer contributions, the accrual of benefits
for existing members and the admission of new members) following completion of
the Acquisition.
Bidco notes that IQGeo has no defined benefit pension arrangements in place
and does not intend to make any change in this respect.
Management incentivisation arrangements
Bidco has not entered into, and has not discussed any form of, incentivisation
arrangements with members of IQGeo's management. Bidco intends to discuss the
adoption of appropriate incentivisation arrangements for the IQGeo management
team following completion of the Acquisition.
Locations, headquarters, fixed assets and research and development
Bidco has no plans to change the locations of IQGeo's headquarters,
headquarter functions (other than in relation to the refocussing of the public
company-related functions as outlined above) or places of business, or to
redeploy any fixed assets of IQGeo.
Bidco does not intend to make any changes to IQGeo's research and development
functions, except for potential investments to strengthen these capabilities.
Trading facilities
The IQGeo Shares are currently admitted to trading on AIM and, as set out in
paragraph 15 of this Announcement, it is intended that an application will be
made to the London Stock Exchange to cancel the admission to trading of IQGeo
Shares on AIM, with such cancellation expected to take effect shortly after
the Effective Date. IQGeo will be re-registered as a private company following
the Effective Date.
None of the statements in this paragraph 9 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Takeover Code.
10. IQGeo Share Plans
Participants in the IQGeo Share Plans will be contacted regarding the effect
of the Acquisition on their rights under the IQGeo Share Plans and,
appropriate proposals, which reflect their rights under the IQGeo Share Plans
will be made to such participants in due course.
The Acquisition will apply to any IQGeo Shares which are unconditionally
allotted and issued to satisfy the exercise of options under the IQGeo Share
Plans before the Scheme Record Time. Any IQGeo Shares allotted and issued to
satisfy the exercise of options under the IQGeo Share Plans after the Scheme
Record Time will, subject to the Scheme becoming Effective and the proposed
amendments to the IQGeo Articles being approved at the General Meeting, be
immediately transferred to Bidco in exchange for the same consideration as
IQGeo Shareholders will be entitled to receive under the Scheme.
11. Financing
The cash consideration payable by Bidco pursuant to the Acquisition will be
funded by equity to be drawn from funds, vehicles and/or accounts advised
and/or managed by KKR.
Rothschild & Co, as financial adviser to Bidco and KKR, is satisfied that
sufficient resources are available to Bidco to enable it to satisfy in full
the cash consideration payable under the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
12. Offer-related arrangements
Confidentiality Agreement
On 25 March 2024, Kohlberg Kravis Roberts & Co. Partners LLP and IQGeo
entered into a confidentiality agreement (the "Confidentiality Agreement") in
connection with the Acquisition, pursuant to which, amongst other things,
Kohlberg Kravis Roberts & Co. Partners LLP has undertaken to keep
confidential information relating to IQGeo and/or to the Acquisition and not
to disclose it to third parties (with certain exceptions). These
confidentiality obligations will remain in force until 25 March 2026.
The Confidentiality Agreement also contains undertakings from KKR that, for a
period of nine months from the date of the Confidentiality Agreement, it shall
not solicit or endeavour to entice away certain employees of IQGeo or the
IQGeo Group.
The Confidentiality Agreement also contains standstill provisions which
restricted Kohlberg Kravis Roberts & Co. Partners LLP from acquiring or
seeking to acquire interests in the securities of IQGeo, with those
restrictions ceasing to apply upon the release of this Announcement.
Co-operation Agreement
On 14 May 2024, Bidco and IQGeo entered into a co-operation agreement
("Co-operation Agreement") in relation to the Acquisition. Pursuant to the
Co-operation Agreement, amongst other things:
· Bidco has agreed to use all reasonable endeavours to
obtain, and make any necessary filings in relation to, the regulatory
clearances and authorisations necessary to satisfy the Conditions set out in
paragraphs 3(a) to (d) of Part A of Appendix 1 to this Announcement as soon as
reasonably practicable and in any event in sufficient time to enable the
Effective Date to occur prior to the Long Stop Date, subject to certain
customary carve-outs;
· the parties have agreed to (i) implement certain
arrangements with respect to the IQGeo Share Plans; and (ii) certain
provisions if the Acquisition should switch to a Takeover Offer; and
· Bidco has also agreed to provide IQGeo with certain
information for the purposes of the Scheme Document and to otherwise assist
with the preparation of the Scheme Document.
The Co-operation Agreement shall terminate, amongst other things:
· if agreed in writing between Bidco and IQGeo, at any time
prior to the Effective Date;
· upon written notice served by Bidco to IQGeo if (i) prior
to the Long Stop Date, a third party announces a firm intention to make an
offer or revised offer (whether or not subject to the satisfaction or waiver
of any pre-conditions) for IQGeo, which is recommended, in whole or in part,
by the IQGeo Directors and/or (ii) the IQGeo Director's recommendation in
respect of the Acquisition changes in a manner that is adverse in the context
of the Acquisition;
· upon written notice by either Bidco or IQGeo to the other
if: (i) prior to the Long Stop Date, any Condition has been invoked by Bidco
(where the invocation of the relevant Condition is permitted by the Panel);
(ii) prior to the Long Stop Date, a third party announces a firm intention to
make an offer or revised offer (whether or not subject to the satisfaction or
waiver of any pre-conditions) for IQGeo, which completes, becomes effective or
is declared or becomes unconditional; and/or (iii) where the Acquisition is
being implemented by a Scheme, if the Scheme is not approved by the requisite
majority of the holders of Scheme Shares at the Court Meeting and/or requisite
majority of the IQGeo Shareholders do not pass the resolutions at the IQGeo
General Meeting necessary to approve, implement and effect the Scheme, or the
Court refuses to sanction the Scheme;
· if the Acquisition (whether implemented by way of the
Scheme or the Takeover Offer) is withdrawn, terminated or lapses in accordance
with its terms prior to the Long Stop Date and, where required, with the
consent of the Panel, unless such withdrawal, termination or lapse: (i) is as
a result of a switch to a Takeover Offer; or (ii) is to be followed, within
five Business Days (or such other date as Bidco and IQGeo may agree in
writing), by a firm intention announcement (under Rule 2.7 of the Code) made
by Bidco or any person acting in concert with Bidco to implement the
Acquisition by a different offer, scheme or other structure provided that,
unless otherwise agreed in writing between Bidco and IQGeo: (A) the cash price
per IQGeo Share is no less than stated in this Announcement; and (B) the
exchange ratio in respect of the Alternative Offer is no less than stated in
this Announcement and the terms of the Alternative Offer set out in Appendix 4
to this Announcement are substantially the same (or more favourable terms
apply);
· the Court Meeting and/or the IQGeo General Meeting are
not held on or before the 22nd day after the expected date for each such
meeting as set out in the Scheme Document, or such later date agreed in
writing between Bidco and IQGeo with the consent of the Panel and the approval
of the Court (if required), except where such date is missed for logistical or
practical reasons outside of IQGeo's control;
· unless otherwise agreed by the parties in writing or
required by the Panel, if the Effective Date has not occurred by the Long Stop
Date; and
· on the Effective Date.
13. Alternative Offer
Terms of the Alternative Offer
Under the Alternative Offer, Eligible IQGeo Shareholders may elect, in respect
of all (but not part only) of their IQGeo Shares, to receive, in lieu of the
Cash Offer to which they are otherwise entitled:
for each IQGeo Share: 0.1 Topco
Investor Share
The number of Topco Investor Shares due to each IQGeo Shareholder who has made
a valid election under the Alternative Offer will be rounded down to the
nearest whole number of Topco Investor Shares. Fractional entitlements to
Topco Investor Shares will not be allotted or issued to such IQGeo Shareholder
and will be disregarded.
Accordingly, by way of example, if an IQGeo Shareholder with 1,000 IQGeo
Shares validly elects to receive the Alternative Offer, it will be entitled to
receive 100 Topco Investor Shares.
The maximum number of Topco Investor Shares available to the IQGeo
Shareholders under the Alternative Offer will be limited to the equivalent of
30 per cent. of the total share capital of Topco in issue immediately
following the issue of the Topco Offer Shares (as defined below) (the
"Alternative Offer Maximum").
If valid elections are received from Eligible IQGeo Shareholders in respect of
a number of IQGeo Shares that would require the issue of Topco Investor Shares
exceeding the Alternative Offer Maximum, such elections will be unable to be
satisfied in full. In these circumstances, the entitlement to Topco Investor
Shares of each IQGeo Shareholder who has made a valid election will be reduced
on a pro rata basis and rounded down to the nearest whole number, and the
balance of the consideration due to such IQGeo Shareholder will be paid in
cash in accordance with the terms of the Cash Offer.
The availability of the Alternative Offer is conditional upon valid elections
being made in respect of such number of IQGeo Shares as represent at least 15
per cent. of the IQGeo Shares in issue at the Scheme Record Time, failing
which it will lapse. In these circumstances, no Topco Investor Shares will be
issued and the consideration payable in respect of each IQGeo Share will be
settled entirely in cash in accordance with the terms of the Cash Offer.
Eligible IQGeo Shareholders who elect for the Alternative Offer will, pursuant
to a power of attorney to be included in the Form of Election and/or the
Scheme, deliver a fully executed deed of adherence pursuant to which they will
be bound by the Topco Shareholders' Agreement.
IQGeo Shareholders who do not validly elect for the Alternative Offer will
automatically receive the full amount of the Cash Offer for their entire
holding of IQGeo Shares.
For the purposes of Rule 24.11 of the Code, Rothschild & Co, as financial
adviser to Bidco, will provide an estimate of the value of a Topco Investor
Share, together with the assumptions, qualifications and caveats forming the
basis of its estimate of value, in a letter to be included in the Scheme
Document.
The issue of any Topco Investor Shares pursuant to the Alternative Offer will
be in accordance with the mechanism referred to in paragraph 14 of this
Announcement and subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and to be set out in the Scheme Document. A
summary of the principal rights of the Topco Investor Shares is set out below
and in Appendix 4 to this Announcement, and further details will be included
in the Scheme Document, the Topco Shareholders' Agreement and the Topco
Articles.
Topco Investor Shares
The Topco Investor Shares to be issued to Eligible IQGeo Shareholders who
validly elect for the Alternative Offer will be issued credited as fully paid
and will rank pari passu in all respects with the Topco Sponsor Shares,
including the rights to vote at general meetings and to receive and retain
dividends and other distributions declared, made or paid by reference to a
record date falling on or after the date of issue of the Topco Investor
Shares.
Topco share capital as a result of the Acquisition
On or around the Effective Date, Topco will, subject to the terms and
conditions of the Alternative Offer, issue (i) Topco Investor Shares to those
IQGeo Shareholders who have validly elected to receive the Alternative Offer
and (ii) Topco Sponsor Shares and Topco Redeemable Shares to KKR Investor
(such Topco Investor Shares, Topco Sponsor Shares and Topco Redeemable Shares,
together with any Topco Shares already issued to KKR Investor prior to the
Effective Date, the "Topco Offer Shares"). The Topco Sponsor Shares and Topco
Redeemable Shares to be issued on or around the Effective Date will be issued
at an equivalent value to that of the Topco Investor Shares.
The Topco Sponsor Shares and the Topco Investor Shares will comprise 61 per
cent. and up to 30 per cent. respectively of the Topco Offer Shares, with the
balance comprised of Topco Redeemable Shares, provided always that the number
of Topco Redeemable Shares in issue will not exceed the Topco Redeemable Share
Maximum. Any Topco Redeemable Shares which would cause the total number of
Topco Redeemable Shares in issue to exceed the Topco Redeemable Share Maximum
will instead be issued as Topco Sponsor Shares.
On that basis, and for illustrative purposes only, in the event the
Alternative Offer is taken up in full by Eligible IQGeo Shareholders, based on
Bidco's current estimate of fees, costs and expenses payable in respect of the
Acquisition and assuming the number of IQGeo Shares issued pursuant to the
IQGeo Share Plans prior to the Effective Date is the maximum number set out in
paragraph 2(b) of Appendix 2 to this Announcement, Topco would, on or around
the Effective Date and subject to the terms and conditions of the Alternative
Offer, have in issue around (inclusive of any Topco Shares already issued to
KKR Investor prior to the Effective Date):
· 4,534,271 Topco Sponsor Shares and 668,990 Topco
Redeemable Shares issued to KKR Investor to fund the cash consideration
payable under the Acquisition and fees, costs and expenses payable in respect
of the Acquisition; and
· 2,229,969 Topco Investor Shares issued to those IQGeo
Shareholders who validly elect to receive the Alternative Offer.
If, however, the Alternative Offer were accepted in respect of less than the
Alternative Offer Maximum, the number of Topco Investor Shares would be
reduced accordingly, and the balance of the Topco Offer Shares will instead be
issued in the form of (i) additional Topco Redeemable Shares up to the Topco
Redeemable Share Maximum; and (ii) additional Topco Sponsor Shares (for the
balance).
Topco Redeemable Shares and re-financing
The Topco Redeemable Shares are a temporary instrument in the Topco capital
structure. They will accrue interest from issuance at a floating rate of SONIA
plus 2.05 per cent. per year (the "Yield") and will rank senior to the Topco
Ordinary Shares for any dividend or other distribution (including on a winding
up). They will be redeemable by Topco at a redemption price equal to the sum
of (i) the Topco Redeemable Share Subscription Amount and (ii) the accrued
Yield. The Topco Redeemable Shares will carry voting rights.
It is intended that, within 90 days following the Effective Date, Topco will
re-finance the Topco Redeemable Shares. This refinancing is currently expected
to be effected by way of an issue of additional Topco Ordinary Shares but
could be effected through the issue of a different instrument.
If the re-financing is effected by means of the issue of additional Topco
Ordinary Shares, the number of Topco Ordinary Shares to be issued will be
equal to the number of Topco Redeemable Shares in issue at the date of the
re-financing, at a subscription price per Topco Ordinary Share equal to the
sum of (i) the Topco Redeemable Share Subscription Amount; and (ii) the Yield
accrued on each Topco Redeemable Share at the time of the re-financing. All
Topco Ordinary Shareholders will be entitled to participate on a pro rata
pre-emptive basis in proportion to their holdings of Topco Ordinary Shares
(with an ability to subscribe for any excess amount not taken up by other
Topco Ordinary Shareholders). KKR Investor would expect to participate in any
such pre-emptive issue for at least its pro rata entitlement. The proceeds
from any such issue would be applied by Topco to redeem the Topco Redeemable
Shares.
If any of the Topco Redeemable Shares are not redeemed at the end of the
period of 90 days following the Effective Date, KKR Investor shall be
entitled, within 30 days thereafter, to exchange all Topco Redeemable Shares
in issue at that time for an equal number of Topco Ordinary Shares. Such
exchange of Topco Redeemable Shares for Topco Ordinary Shares will not be
subject to pre-emption rights in favour of the other Topco Ordinary
Shareholders.
Risk factors and other investment considerations
A summary of the key rights attaching the Topco Investor Shares is set out in
Appendix 4 to this Announcement and further details will be set out in the
Scheme Document, the Topco Shareholders' Agreement and the Topco Articles.
The attention of Eligible IQGeo Shareholders who may be considering electing
for the Alternative Offer is drawn to certain risk factors and other
investment considerations relevant to such an election. These will be set out
in full in the Scheme Document and include, inter alia, the following:
· following the Effective Date, the Topco Group will be
controlled by KKR Investor. Qualified Investor Shareholders (but not any other
Investor Shareholder) will have consent rights only in respect of a limited
number of reserved matters. Investor Shareholders (and, in particular,
Investor Shareholders that are not Qualified Investor Shareholders) will
therefore have limited or no influence over decisions made by Topco in
relation to its investment in IQGeo or in any other business;
· the Topco Investor Shares are unquoted. There is no
current expectation that they will be listed or admitted to trading on any
exchange or market for the trading of securities, and they will therefore be
illiquid;
· the Topco Investor Shares will not be transferrable (save
with the prior consent of KKR Investor or pursuant to the drag and tag
rights);
· the value of the Topco Investor Shares will be uncertain
and there can be no assurance that any such securities will be capable of
being sold in the future or that they will be capable of being sold at the
value to be estimated by Rothschild & Co in the Scheme Document;
· dividend, other distribution or return of capital in
respect of Topco Investor Shares will not be guaranteed or secured;
· further issues of securities by Topco (including any
equity re-financing of the Topco Redeemable Shares) may occur. Any further
issues of equity share capital to KKR Investor will be subject to pre-emption
rights in favour of all Topco Ordinary Shareholders (including those held by
Investor Shareholders), subject to customary exceptions;
· in relation to any such further issues of equity
securities (other than any equity re-financing of the Topco Redeemable
Shares), if Investor Shareholders wish to avoid their percentage interest in
Topco being reduced by any such issue, they will need to invest further cash
sums in Topco. In particular, Investor Shareholders who do not elect to
exercise their pre-emption rights by investing the necessary cash sums in
respect of such further issues of equity securities by Topco could suffer
significant dilution in their percentage ownership of Topco;
· the right of Investor Shareholders to participate in
future issues of equity securities by Topco will also be subject to other
customary and important exceptions. For example, Investor Shareholders will
not be entitled to participate in any issues of equity securities (i) in
connection with a management incentive plan; (ii) as consideration for any
acquisition or business combination; or (ii) as "equity kickers" to providers
of debt financing;
· if Bidco introduces one or more management incentive
plans for actual or potential employees, directors, officers and consultants
of the Topco Group after the Effective Date that provides participants with an
interest in securities in the Topco Group, such issue(s) could potentially
significantly dilute the interest of the Investor Shareholders. In addition,
the Topco Group may not receive material cash sums as consideration for the
issue of any such securities and the returns on any such securities may be
structured to increase their proportionate interest in Topco Group if it
increases in value (whether pursuant to a ratchet mechanism or otherwise); and
· the precise numbers of securities that may be issued by
Topco from time to time cannot be ascertained at the date of this Announcement
and will depend on a variety of factors including those described above.
The Alternative Offer is not being offered, sold or delivered, directly or
indirectly, in or into any Restricted Jurisdiction and individual acceptances
of the Alternative Offer will only be valid if all regulatory approvals
required by an IQGeo Shareholder to acquire the Topco Investor Shares have
been obtained.
In addition, Eligible IQGeo Shareholders who elect for the Alternative Offer
will be required to provide certain "Know Your Client" information as
requested by Bidco and KKR.
14. Structure of the Acquisition
Structure and mechanism
It is intended that the Acquisition will be implemented by means of a
Court-approved scheme of arrangement between IQGeo and the Scheme Shareholders
under Part 26 of the Companies Act. Bidco reserves the right to elect to
effect the Acquisition by way of a Takeover Offer (subject to the consent of
the Panel (where necessary) and the terms of the Co-operation Agreement).
The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued and to be issued ordinary share capital of IQGeo. This is to be
achieved by the transfer of the Scheme Shares to Bidco, in consideration for
which:
· Scheme Shareholders who have not elected for the
Alternative Offer will receive 480 pence for each Scheme Share held at the
Scheme Record Time; and
· IQGeo Shareholders who have made a valid election for the
Alternative Offer will receive 0.1 Topco Investor Share for each Scheme Share
held at the Scheme Record Time on the basis set out in paragraph 13 of this
Announcement,
in each case to be effected pursuant to the Scheme.
The cash consideration payable under the Cash Offer will be despatched to
IQGeo Shareholders within 14 days of the Effective Date.
Eligible IQGeo Shareholders that validly elect for the Alternative Offer will
receive their Topco Investor Shares pursuant to a mechanism in the Scheme
whereby on or shortly following the Effective Date (and in any case within 14
days of the Effective Date) they will receive loan notes (or other
instruments) to be issued by Bidco which may then be exchanged, directly or
indirectly, for the relevant number of Topco Investor Shares that the Eligible
IQGeo Shareholders are entitled to in accordance with the terms of the
Alternative Offer.
Conditions to the Acquisition
The Acquisition is subject to the Conditions, certain further terms referred
to in Appendix 1 to this Announcement and the full terms and conditions to be
set out in the Scheme Document, and will only become Effective if, among other
things, the following events occur on or before the Long Stop Date:
· a resolution to approve the Scheme is passed by a
majority in number of the Scheme Shareholders present and voting (and entitled
to vote) at the Court Meeting, either in person or by proxy, representing at
least 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders;
· the IQGeo Resolution(s) required to implement the Scheme
are duly passed by IQGeo Shareholders at the General Meeting (which will
require approval of IQGeo Shareholders representing at least 75 per cent. of
the votes validly cast at such General Meeting, either in person or by proxy);
· following the Court Meeting and the General Meeting, the
Scheme is sanctioned by the Court (without modification, or with modification
on terms agreed by Bidco and IQGeo); and
· following such sanction, a copy of the Court Order is
delivered to the Registrar of Companies.
The Conditions in paragraph 2 of Part A of Appendix 1 to this Announcement
provide that the Scheme will lapse if:
· the Court Meeting and the General Meeting are not held on
or before the 22(nd) day after the expected date of such meetings to be set
out in the Scheme Document in due course (or such later date, if any, (a) as
Bidco and IQGeo may agree or (b) (in a competitive situation) as may be
specified by Bidco with the consent of the Panel, and in each case that (if so
required) the Court may allow);
· the Court hearing to sanction the Scheme is not held on
or before the 22(nd) day after the expected date of such hearing to be set out
in the Scheme Document in due course (or such later date, if any, (a) as Bidco
and IQGeo may agree or (b) (in a competitive situation) as may be specified by
Bidco with the consent of the Panel, and in each case that (if so required)
the Court may allow); or
· the Scheme does not become Effective on or before the
Long Stop Date (or such later date, if any, (a) as Bidco and IQGeo may agree
or (b) (in a competitive situation) as may be specified by Bidco with the
consent of the Panel, and in each case that (if so required) the Court may
allow).
The Acquisition will also be conditional upon the receipt of antitrust
clearance in Cyprus as well as regulatory clearances (or the expiry of
relevant waiting periods) in Belgium, Germany and the UK.
Effect of the Scheme and publication of the Scheme Document
Subject to the satisfaction (or, where applicable, waiver) of the Conditions
and the further terms set out in Appendix 1 to this Announcement, the Scheme
is expected to become Effective in Q4 2024.
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) entitlements to IQGeo Shares held
within the CREST system will be cancelled; and (iii) share certificates in
respect of IQGeo Shares will cease to be valid.
Any IQGeo Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The IQGeo Resolution(s) at the General Meeting will,
amongst other matters, provide that the IQGeo Articles be amended to
incorporate provisions requiring any IQGeo Shares issued after the Scheme
Record Time (other than to Bidco and/or its nominees) to be automatically
transferred to Bidco (and, where applicable, for the cash consideration to be
paid to the original recipient of the IQGeo Shares so issued) on the same
terms as the Cash Offer (other than terms as to timings and formalities). The
provisions of the IQGeo Articles (as amended) will avoid any person (other
than Bidco and its nominees) holding shares in the capital of IQGeo after the
Effective Date.
Further details of the Scheme, including expected times and dates for each of
the Court Meeting, the General Meeting and the Court hearing to sanction the
Scheme, together with notices of the Court Meeting and General Meeting, will
be set out in the Scheme Document, which, together with the associated Forms
of Proxy and Form of Election, will be made available to IQGeo Shareholders as
soon as reasonably practicable, and in any event within 28 days of this
Announcement (unless the Panel consents to a later date), and the meetings are
expected to be held shortly thereafter. The General Meeting is expected to be
held immediately after the Court Meeting.
The Scheme will be governed by English law and is subject to the jurisdiction
of the Court. The Scheme will also be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange (including the AIM
Rules) and the Financial Conduct Authority.
15. De-listing and re-registration
It is intended that an application will be made to the London Stock Exchange
to cancel the admission to trading in IQGeo Shares on AIM, with such
cancellation expected to take effect shortly after the Effective Date. The
last day of dealings in, and registration of transfers of, IQGeo Shares on AIM
is expected to be the date of the Court hearing to sanction the Scheme and no
transfers will be registered after 6.00 pm (London time) on that date.
On the Effective Date, share certificates in respect of IQGeo Shares will
cease to be valid and entitlements to IQGeo Shares held within the CREST
system will be cancelled. IQGeo Shareholders shall be required to return share
certificates to IQGeo or destroy them following the Effective Date.
It is also proposed that, following the Effective Date and after its shares
are delisted, IQGeo will be re-registered as a private limited company under
the relevant provisions of the Companies Act.
16. Disclosure of interests in IQGeo
As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings and letters of intent referred to in paragraph 5 of
this Announcement, neither Bidco, nor any of its directors, nor, so far as
Bidco is aware, any person acting in concert (within the meaning of the
Takeover Code) with any of them for the purposes of the Acquisition had:
(i) any interest in or right to subscribe for any relevant
securities of IQGeo;
(ii) any short positions in respect of relevant securities of
IQGeo (whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery;
(iii) borrowed or lent any relevant securities of IQGeo
(including, for these purposes, any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any
borrowed relevant securities of IQGeo which had been either on-lent or sold;
or
(iv) entered into any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Takeover Code.
"Interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
It has not been possible for Bidco to make enquiries of all of its concert
parties in advance of the release of this Announcement. Therefore, if Bidco
becomes aware, following the making of such enquiries, that any of its concert
parties have any interests in relevant securities of IQGeo, all relevant
details in respect of Bidco's concert parties will be included in the Opening
Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8
of the Takeover Code.
17. General
Bidco reserves the right to elect (with the consent of the Panel (where
necessary), and subject to the terms of the Co-operation Agreement) to
implement the Acquisition by way of a Takeover Offer for the entire issued and
to be issued ordinary share capital of IQGeo as an alternative to the Scheme.
In such event, the Acquisition will be implemented on substantially the same
terms, so far as applicable, as those which would apply to the Scheme, subject
to appropriate amendments to reflect, among other things, the change in method
effecting the Acquisition (including, without limitation) inclusion of an
acceptance condition set at not more than 75 per cent. of the IQGeo Shares
(unless with the consent of IQGeo or required by the Panel) where the election
to proceed by way of a Takeover Offer is an agreed switch under the terms of
the Co-operation Agreement and otherwise set at 90 per cent. of the IQGeo
Shares to which the Takeover Offer relates (or such lesser percentage as Bidco
may decide after, to the extent necessary, consultation with the Panel, being
in any case more than 50 per cent. of the IQGeo Shares), the inclusion of a
long-stop date on which the Takeover Offer will cease to proceed, will lapse
or will be withdrawn in certain circumstances, and those amendments required
by, or deemed appropriate by, Bidco under applicable law.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and the full terms and conditions to be set
out in the Scheme Document in due course. The sources and bases of certain
financial information contained in this Announcement are set out in Appendix 2
to this Announcement. A summary of the irrevocable undertakings and letters of
intent given in relation to the Acquisition is contained in Appendix 3 to this
Announcement. The details of Topco, the Topco Investor Shares and eligibility
to subscribe for the Topco Investor Shares are contained in Appendix 4 to this
Announcement. Certain terms used in this Announcement are defined in Appendix
5 to this Announcement.
Rothschild & Co, Evercore and Cavendish have each given and not withdrawn
their consent to the inclusion in this Announcement of the references to their
names in the form and context in which they appear.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. Such offer will be contained in the Scheme
Document. IQGeo Shareholders are advised to read carefully the Scheme Document
and associated Forms of Proxy and Form of Election once they have been
dispatched.
The availability of the Acquisition (including the Alternative Offer) to IQGeo
Shareholders who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. IQGeo Shareholders who are in
any doubt regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay.
18. Documents available on website
Copies of the following documents will be made available on Bidco's and
IQGeo's websites at https://www.documentdisplay.com and
https://www.IQGeo.com/investor-center/disclaimer-offer respectively until the
end of the Acquisition:
· this Announcement;
· the irrevocable undertakings and letters of intent
referred to in paragraph 5 of this Announcement and summarised in Appendix 3
to this Announcement;
· the equity commitment letter entered into by (amongst
others) Bidco in connection with the financing of the Acquisition as described
in paragraph 11 of this Announcement;
· the Confidentiality Agreement referred to in paragraph 12
of this Announcement;
· the Co-operation Agreement referred to in paragraph 12 of
this Announcement; and
· the written consent letter from each of Rothschild &
Co, Evercore and Cavendish as referred to in paragraph 17 of this
Announcement.
The contents of the websites referred to in this Announcement and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Enquiries:
Rothschild & Co (Financial Adviser to Bidco and KKR) +44 (0) 20 7280 5000
Anton Black
Philippe Noël
Tom Buggé
Tom Guinness
FGS Global (PR Adviser to KKR) KKR-LON@fgsglobal.com
Alastair Elwen 44 (0) 20 725 13801
Jack Shelley
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) IQGeo@h-advisors.global
Neil Bennett +44 (0) 20 7379 5151
Clifford Chance LLP is acting as legal adviser to Bidco and KKR. DAC
Beachcroft LLP is acting as legal adviser to IQGeo.
Important notices about financial advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom is acting exclusively for Bidco and KKR and for no‑one else in
connection with the Acquisition and will not regard any other person as its
client in relation to the Acquisition and will not be responsible to anyone
other than Bidco and KKR for providing the protections afforded to clients of
Rothschild & Co, nor for providing advice in relation to any matter
referred to in this announcement.
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.
Further Information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale issuance or exchange is unlawful. The
Acquisition will be made solely by means of the Scheme Document (or any other
document by which the Acquisition is made) which will contain the full terms
and conditions of the Acquisition, including details of how to vote in respect
of the Scheme. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information contained in
the Scheme Document (or any other document by which the Acquisition is made).
IQGeo will prepare the Scheme Document to be distributed to IQGeo Shareholders
at no cost to them. IQGeo and Bidco urge IQGeo Shareholders to read the Scheme
Document when it becomes available because it will contain important
information relating to the Acquisition, including details of how to vote in
respect of the Scheme.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
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 Restricted
Jurisdiction. 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.
Nothing in this Announcement constitutes an offer to sell, or a solicitation
of offers to purchase, Topco Investor Shares or any loan notes to be issued by
the Topco Group.
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.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by KKR, Bidco or IQGeo may contain statements about
Bidco and IQGeo that are or may be deemed to be forward looking statements.
All statements other than statements of historical facts included in this
Announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "shall",
"should", "anticipates", "estimates", "projects", "is subject to", "budget",
"scheduled", "forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's or
IQGeo's operations and potential synergies resulting from the Acquisition; and
(iii) the effects of government regulation on Bidco's or IQGeo's business.
Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Bidco and IQGeo about future events, and are therefore subject
to risks and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors could cause actual
results to differ materially from those projected or implied in any forward
looking statements, including: increased competition, the loss of or damage to
one or more key customer relationships, changes to customer ordering patterns,
delays in obtaining customer approvals for engineering or price level changes,
the failure of one or more key suppliers, the outcome of business or industry
restructuring, the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes in raw
materials or energy market prices, changes in laws, regulations or regulatory
policies, developments in legal or public policy doctrines, technological
developments, the failure to retain key management, or the timing and success
of future acquisition opportunities or major investment projects. Other
unknown or unpredictable factors could cause actual results to differ
materially from those in the forward looking statements. Such forward looking
statements should therefore be construed in light of such factors. Neither
Bidco nor IQGeo, nor any of their respective associates or directors, officers
or advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward looking
statements in this Announcement will actually occur. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. All subsequent
oral or written forward looking statements attributable to any member of the
Bidco Group or the IQGeo Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Bidco and IQGeo expressly disclaim any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.
No profit forecasts or profit estimates or quantified financial benefit
statements
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for IQGeo for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for IQGeo.
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 and
IQGeo's website at 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.
Information relating to IQGeo Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by IQGeo Shareholders, persons with information rights
and other relevant persons for the receipt of communications from IQGeo may be
provided to Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code.
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 am to 5.30 pm (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.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Rule 2.9 information
For the purposes of Rule 2.9 of the Takeover Code, IQGeo confirms that, as at
the Latest Practicable Date, it had in issue 61,723,156 ordinary shares of 2
pence each. The International Securities Identification Number for the IQGeo
Shares is GB00B3NCXX73.
Appendix 1
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION
Part A: CONDITIONS TO THE SCHEME AND THE ACQUISITION
Long Stop Date
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the Takeover Code,
by not later than the Long Stop Date.
Conditions of the Scheme
Statutory Conditions
2. The Scheme will be subject to the following conditions:
(a) (i) its approval by a majority in number of the Scheme
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or any adjournment thereof), and who represent not less
than 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders; and (ii) such Court Meeting and any such separate class meeting
(or any adjournment thereof) being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme Document in due
course (or such later date, if any, (a) as Bidco and IQGeo may agree or (b)
(in a competitive situation) as may be specified by Bidco with the consent of
the Panel, and in each case that (if so required) the Court may allow);
(b) (i) the IQGeo Resolution(s) being duly passed by the
requisite majority or majorities of IQGeo Shareholders at the General Meeting
(or any adjournment thereof); and (ii) such General Meeting being held on or
before the 22nd day after the expected date of such meeting to be set out in
the Scheme Document in due course (or such later date, if any, (a) as Bidco
and IQGeo may agree or (b) (in a competitive situation) as may be specified by
Bidco with the consent of the Panel, and in each case that (if so required)
the Court may allow);
(c) (i) the sanction of the Scheme by the Court (with or without
modification, but subject to any such modification being on terms acceptable
to IQGeo and Bidco) and the delivery of a copy of the Court Order to the
Registrar of Companies; and (ii) Court hearing to sanction the Scheme being
held on or before the 22nd day after the expected date of such hearing to be
set out in the Scheme Document in due course (or such later date, if any, (a)
as Bidco and IQGeo may agree or (b) (in a competitive situation) as may be
specified by Bidco with the consent of the Panel, and in each case that (if so
required) the Court may allow).
General Conditions
3. In addition, subject as stated in Part B below, and to the
requirements of the Panel, Bidco and IQGeo have agreed that the Acquisition
will be conditional upon the following Conditions and, accordingly, the
necessary actions to make the Scheme Effective will not be taken unless the
following Conditions (as amended if appropriate) have been satisfied or, where
relevant, waived:
Antitrust
Cyprus
(a) a merger filing having been made and the Commission for the
Protection of Competition of the Republic of Cyprus (the "CPC"), having
either: (i) confirmed that the Acquisition is not subject to the CPC's
approval; or (ii) approved the Acquisition;
Regulatory
Belgian Cooperation Agreement
(b) notification having been made and accepted under the Belgian
Cooperation Agreement of 30 November 2022 ("Belgian Cooperation Agreement")
and one of the following having occurred:
(i) the Interfederal Screening Commission authorizing the
Transaction, whether unconditionally or subject to conditions, obligations,
undertakings or modification as the decision of the Interfederal Screening
Commission may identify; or
(ii) the Interfederal Screening Commission not deciding within
the time limits set in the Belgian Cooperation Agreement, as a result of which
the approval of the Acquisition is deemed to be granted according to Article
18, §2 of the Belgian Cooperation Agreement;
German Foreign Trade and Payments Ordinance
(c) the German Federal Ministry for Economic Affairs and Climate
Action (Bundesministerium für Wirtschaft und Klimaschutz - "BMWK") having
approved the Acquisition, which shall be deemed fulfilled if:
(i) the BMWK has issued a certificate of non-objection
(Unbedenklichkeitsbescheinigung) pursuant to section 58(1) sentence 1 of the
German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung -
"GFTO") or a clearance certificate (Freigabe) pursuant to section 58a(1)
sentence 1 GFTO in relation to the Acquisition; or
(ii) such certificate of non-objection or clearance certificate
is deemed to have been issued pursuant to section 58(2) GFTO or section 58a(2)
GFTO, in each case in conjunction with section 14a(1) no. 1 and (3) sentence 1
of the German Foreign Trade and Payments Act (Außenwirtschaftsgesetz -
"GFTA") because the BMWK did not commence a formal investigation of the
Acquisition pursuant to section 55(1) and (3) GFTO within the period
prescribed by section 14a(1) no. 1 GFTA; or
(iii) in the case of a formal investigation pursuant to section
55(1) and (3) GFTO, the BMWK has, within the period prescribed by section
59(1) GFTO in conjunction with section 14a(1) no. 2, (6) and (7), either (y)
not prohibited the Acquisition and such period has expired; or (z) issued
binding orders (Anordnungen) in relation to the Acquisition without
prohibiting its implementation;
UK NSI Act
(d) notification having been made and accepted under the UK NSI
Act and one of the following having occurred:
(i) the Secretary of State confirming before the end of the
review period that no further action will be taken in relation to the
Acquisition; or
(ii) if the Secretary of State issues a call-in notice in
relation to the Acquisition, the parties receiving a final notification
pursuant to section 26(1)(b) of the UK NSI Act containing confirmation that
the Secretary of State will take no further action in relation to the call-in
notice and the Acquisition under the UK NSI Act; or
(iii) the Secretary of State making a final order pursuant to
section 26(1)(a) of the UK NSI Act in relation to the Acquisition, save to the
extent that such an order prohibits the Acquisition;
Other third party clearances
(e) other than in respect of or in connection with the
Conditions set out in paragraphs 3(a) to (d), no Third Party having given
notice of a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each case, not
having withdrawn the same), or having required any action to be taken or
otherwise having done anything, or having enacted, made or proposed any
statute, regulation, decision, order or change to published practice (and in
each case, not having withdrawn the same) and there not continuing to be
outstanding any statute, regulation, decision or order which would or might be
expected to:
(i) require, prevent or delay the divestiture or alter the
terms envisaged for such divestiture by any member of the Wider Bidco Group or
by any member of the Wider IQGeo Group of all or any part of its businesses,
assets or property or impose any limitation on the ability of all or any of
them to conduct their businesses (or any part thereof) or to own, control or
manage any of their assets or properties (or any part thereof) to an extent
which is material in the context of the Wider Bidco Group or the Wider IQGeo
Group, in either case taken as a whole;
(ii) require any member of the Wider Bidco Group or the Wider
IQGeo Group to acquire or offer to acquire any shares, other securities (or
the equivalent) or interest in any member of the Wider IQGeo Group or the
Wider Bidco Group or any asset owned by any third party (other than in the
implementation of the Acquisition, or, if applicable, pursuant to sections 974
to 991 of the Companies Act), which is material in the context of the Wider
Bidco Group or the Wider IQGeo Group, in either case taken as a whole;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group directly or
indirectly to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in, or to exercise voting
or management control over, any member of the Wider IQGeo Group;
(iv) otherwise materially adversely affect any or all of the
business, assets, profits, or prospects of any member of the Wider IQGeo Group
or any member of the Wider Bidco Group;
(v) result in any member of the Wider IQGeo Group or any member
of the Wider Bidco Group ceasing to be able to carry on business under any
name under which it presently carries on business, to an extent which is
material in the context of the Wider Bidco Group or the Wider IQGeo Group, in
either case taken as a whole;
(vi) make the Acquisition, its implementation or the acquisition
of any shares or other securities in, or control or management of, IQGeo by
any member of the Wider Bidco Group void, unenforceable and/or illegal under
the laws of any relevant jurisdiction, or otherwise, directly or indirectly
prevent or prohibit, restrict, restrain, or delay or materially interfere with
the implementation of, or impose material additional conditions or obligations
with respect to, or otherwise challenge, impede, interfere or require material
amendment of the Acquisition or the acquisition of any shares or other
securities in, or control or management of, IQGeo by any member of the Wider
Bidco Group;
(vii) require, prevent or materially delay a divestiture by any
member of the Wider Bidco Group of any shares or other securities (or the
equivalent) in any member of the Wider IQGeo Group or any member of the Wider
Bidco Group; or
(viii) impose any material limitation on or result in any material
delay in the ability of any member of the Wider Bidco Group or any member of
the Wider IQGeo Group to conduct, integrate or co-ordinate all or any part of
its business with all or any part of the business of any other member of the
Wider Bidco Group and/or the Wider IQGeo Group,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or the acquisition of any IQGeo Shares or
otherwise intervene having expired, lapsed or been terminated;
(f) other than in respect of or in connection with the
Conditions set out in paragraphs 3(a) to (d), all filings, applications and/or
notifications which are necessary or considered appropriate by Bidco (acting
reasonably) having been made in connection with the Acquisition and all
relevant waiting periods and other time periods (including any extensions
thereof) under any applicable legislation or regulation of any jurisdiction
having expired, lapsed or been terminated (as appropriate) and all statutory
or regulatory obligations in any jurisdiction having been complied with in
connection with the Acquisition;
(g) other than in respect of or in connection with the
Conditions set out in paragraphs 3(a) to (d), all necessary Authorisations
which are deemed by Bidco to be necessary or reasonably considered to be
appropriate in any jurisdiction for or in respect of the Acquisition or the
proposed acquisition of any shares or other securities in, or control of,
IQGeo by any member of the Wider Bidco Group having been obtained in terms and
in a form reasonably satisfactory to Bidco from all necessary Third Parties or
persons with whom any member of the Wider IQGeo Group has entered into
contractual arrangements, and all such Authorisations, together with all
Authorisations which are necessary or appropriate to carry on the business of
any member of the Wider IQGeo Group, remaining in full force and effect and
all filings necessary for such purpose have been made and there being no
notice or intimation of any intention to revoke, suspend, restrict, modify or
not to renew any of the same at the time at which the Acquisition becomes
otherwise unconditional and all necessary statutory or regulatory obligations
in any jurisdiction having been complied with;
Certain matters arising as a result of any arrangement, agreement, etc.
(h) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider IQGeo Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or be subject or
any event or circumstance which, as a consequence of the Acquisition or the
proposed acquisition by any member of the Wider Bidco Group of any shares or
other securities (or the equivalent) in IQGeo or because of a change in the
control or management of any member of the Wider IQGeo Group or otherwise,
would reasonably be expected to result in, in each case to an extent which is
material in the context of the Wider Bidco Group or the Wider IQGeo Group as a
whole:
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to, any member
of the Wider IQGeo Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated maturity date
or repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business
of any member of the Wider IQGeo Group or any member of the Wider Bidco Group
under any such arrangement, agreement, licence, permit, lease or instrument or
the interests or business of any member of the Wider IQGeo Group or any member
of the Wider Bidco Group in or with any other person or body or firm or
company (or any agreement or arrangement relating to any such interests or
business) being or becoming capable of being terminated, or adversely modified
or affected or any onerous obligation or liability arising or any action being
taken thereunder;
(iii) any member of the Wider IQGeo Group ceasing to be able to
carry on business under any name under which it presently carries on business,
to an extent which is material in the context of the Wider IQGeo Group taken
as a whole;
(iv) any assets or interests of any member of the Wider IQGeo
Group being or failing to be disposed of or charged or ceasing to be available
to any such member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available
to any member of the Wider IQGeo Group otherwise than in the ordinary course
of business;
(v) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of any member
of the Wider IQGeo Group or any such mortgage, charge or other security
interest (whenever created, arising or having arisen), becoming enforceable;
(vi) the business, assets, profits, value of, or the financial or
trading position or prospects of, any member of the Wider IQGeo Group being
prejudiced or adversely affected;
(vii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider IQGeo Group, other than trade creditors
or other liabilities incurred in the ordinary course of business; or
(viii) any liability of any member of the Wider IQGeo Group to make
any severance, termination, bonus or other payment to any of its directors or
other officers other than in the ordinary course of business;
and, no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider IQGeo Group is a party or by or to which any such member
or any of its assets are bound, entitled or subject, would or would reasonably
be expected to result in any of the events or circumstances as are referred to
in Conditions 3(h)(i) to 3(h)(viii);
Certain events occurring since 31 December 2023
(i) except as Disclosed, no member of the Wider IQGeo Group
having since 31 December 2023:
(i) save as between IQGeo and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries and save for the issue of IQGeo Shares
on the exercise of options under the IQGeo Share Plans, issued or agreed to
issue or authorised or proposed or announced its intention to authorise or
propose the issue, of additional shares of any class, or securities or
securities convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer or sell or
authorised or proposed the transfer or sale of IQGeo Shares out of treasury;
(ii) recommended, declared, paid or made or proposed or agreed
to recommend, declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than dividends (or
other distributions whether payable in cash or otherwise) lawfully paid or
made by any wholly-owned subsidiary of IQGeo to IQGeo or any of its
wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between IQGeo and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of IQGeo and transactions in the ordinary course of
business) implemented, effected, authorised or proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or offer or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings, in each case to an extent which is material in
the context of the Wider IQGeo Group taken as a whole;
(iv) except for transactions between IQGeo and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of IQGeo and except for
transactions in the ordinary course of business disposed of, or transferred,
mortgaged or created any security interest over any material asset or any
right, title or interest in any asset or authorised, proposed or announced any
intention to do so to an extent which, in each case, is material in the
context of the Wider IQGeo Group taken as a whole;
(v) except for transactions between IQGeo and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of IQGeo issued,
authorised, made or proposed or announced an intention to issue, authorise or
make any change in or to the terms of any debentures or loan capital or become
subject to any contingent liability or incurred or increased any indebtedness
to an extent which, in each case, is material in the context of the Wider
IQGeo Group taken as a whole;
(vi) entered into any licence or other disposal of intellectual
property rights of any member of the Wider IQGeo Group, which are material in
the context of the Wider IQGeo Group taken as a whole and outside of the
ordinary course of business;
(vii) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) (otherwise than in the ordinary course of business) which is of a
long term, unusual or onerous nature or magnitude or which is or which
involves or could reasonably be expected to involve an obligation of a nature
or magnitude which in any such case, is material in the context of the IQGeo
Group or in the context of the Acquisition, or which is or is reasonably
expected to be materially restrictive on the business of any member of the
Wider IQGeo Group to an extent which, in each case, is material in the context
of the Wider IQGeo Group taken as a whole;
(viii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary the terms of, or made any offer (which remains
open for acceptance) to enter into or vary the terms of any contract, service
agreement, commitment or arrangement with any director or senior executive of
any member of the Wider IQGeo Group, except for salary increases, bonuses or
variations of terms in the ordinary course;
(ix) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any employee of the Wider IQGeo
Group, which, taken as a whole, are material in the context of the Wider IQGeo
Group taken as a whole;
(x) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital, to an extent which is
material in the context of the Wider IQGeo Group taken as a whole;
(xi) other than with respect to claims between IQGeo and its
wholly owned subsidiaries (or between such subsidiaries), waived, compromised
or settled any claim otherwise than in the ordinary course of business which
is material in the context of the Wider IQGeo Group taken as a whole;
(xii) terminated or varied the terms of any agreement or arrangement
between any member of the Wider IQGeo Group and any other person in a manner
which would, or would reasonably be expected to, have a material adverse
effect on the financial position of the Wider IQGeo Group taken as a whole;
(xiii) made any alteration to its memorandum or articles of
association or other incorporation documents (in each case, other than in
connection with the Acquisition);
(xiv) in relation to any pension scheme or other retirement, leaving
service or death benefit arrangement established for any directors or
employees of any entity in the Wider IQGeo Group or their dependants and
established by a member of the Wider IQGeo Group (a "Relevant Pension Plan"),
except in relation to changes made or agreed as a result of, or arising from,
changes to legislation, made or agreed or consented to any material change to:
(A) the terms of the trust deeds and rules constituting any
Relevant Pension Plan;
(B) the contributions payable to any Relevant Pension Plan or to
the benefits which accrue, or to the pensions which are payable, thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions) of
any Relevant Pension Plan are funded, valued, made, agreed or consented to;
(xv) established or proposed the establishment of any Relevant
Pension Plan to the extent which is material in the context of the Wider IQGeo
Group taken as a whole or in the context of the Acquisition, and other than as
required in accordance with applicable law;
(xvi) been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business which is material in the context of the Wider IQGeo Group
taken as a whole;
(xvii) (other than in respect of a member of the Wider IQGeo Group which
is dormant and was solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or threatened against
it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed which is material in the context
of the Wider IQGeo Group taken as a whole;
(xviii) other than pursuant to the Acquisition, entered into or
implemented any joint venture, asset or profit sharing arrangement,
partnership or merger of business or corporate entities which is material in
the context of the Wider IQGeo Group taken as a whole;
(xix) taken (or agreed or proposed to take) any action which requires,
or would require, the consent of the Panel or the approval of IQGeo
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code; or
(xx) entered into any agreement, arrangement, commitment or contract
or passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition 3(i);
No adverse change, litigation, regulatory enquiry or similar
(j) except as Disclosed, since 31 December 2023 there having
been:
(i) no adverse change and no circumstance having arisen which
would be or would reasonably be expected to result in any material adverse
change in, the business, assets, value, financial or trading position or
profits or prospects or operational performance of any member of the Wider
IQGeo Group which is material in the context of the Wider IQGeo Group taken as
a whole or is material in the context of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider IQGeo Group is or may
become a party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider IQGeo Group, in each case which is or
would be expected to be material in the context of the Wider IQGeo Group taken
as a whole or is material in the context of the Acquisition;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
IQGeo Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider IQGeo Group,
in each case which would reasonably be expected to have a material adverse
effect on the Wider IQGeo Group taken as a whole or is material in the context
of the Acquisition;
(iv) no contingent or other liability having arisen or become
apparent to Bidco or increased other than in the ordinary course of business
which is reasonably likely to affect adversely the business, assets, financial
or trading position or profits or prospects of any member of the Wider IQGeo
Group to an extent which is material in the context of the Wider IQGeo Group
taken as a whole or is material in the context of the Acquisition;
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
IQGeo Group which is necessary for the proper carrying on of its business and
the withdrawal, cancellation, termination or modification of which would
reasonably be expected to have a material adverse effect on the Wider IQGeo
Group taken as a whole or is material in the context of the Acquisition; and
(vi) no member of the Wider IQGeo Group having conducted its
business in breach of any applicable laws and regulations in manner which is
material in the context of the Wider IQGeo Group taken as a whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
(k) except as Disclosed, Bidco not having discovered that:
(i) any financial, business or other information concerning
the Wider IQGeo Group publicly announced before the date of the Announcement
or disclosed at any time to any member of the Wider Bidco Group by or on
behalf of any member of the Wider IQGeo Group before the date of this
Announcement is misleading, contains a misrepresentation of any fact, or omits
to state a fact necessary to make that information not misleading, and which
is, in any case, material in the context of the Wider IQGeo Group taken as a
whole or in the context of the Acquisition;
(ii) any member of the Wider IQGeo Group is subject to any
liability, contingent or otherwise, which is material in the context of the
Wider IQGeo Group taken as a whole;
(iii) any past member whilst it was a member of the Wider IQGeo
Group or present member of the Wider IQGeo Group has not complied with any
applicable legislation, regulations or other requirements of any jurisdiction
or any Authorisations relating to the use, treatment, storage, carriage,
disposal, discharge, spillage, release, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment
(including property) or harm human or animal health or otherwise relating to
environmental matters or the health and safety of humans, which non-compliance
would be likely to give rise to any material liability including any penalty
for non-compliance (whether actual or contingent) on the part of any member of
the Wider IQGeo Group, in each case to an extent which is material in the
context of the Wider IQGeo Group taken as a whole;
(iv) there is or is reasonably likely to be any obligation or
liability (whether actual or contingent) or requirement to make good,
remediate, repair, reinstate or clean up any property, asset or any controlled
waters currently or previously owned, occupied, operated or made use of or
controlled by any past member whilst it was a member of the Wider IQGeo Group
or present member of the Wider IQGeo Group (or on its behalf), or in which any
such member may have or previously have had or be deemed to have had an
interest, under any environmental legislation, common law, regulation, notice,
circular, Authorisation or order of any Third Party in any jurisdiction or to
contribute to the cost thereof or associated therewith or indemnify any person
in relation thereto, in any such case which is material in the context of the
Wider IQGeo Group taken as a whole; or
(v) circumstances exist (whether as a result of making the
Acquisition or otherwise):
(A) which would be reasonably likely to lead to any Third Party
instituting; or
(B) whereby any member of the Wider IQGeo Group would be likely to
be required to institute,
an environmental audit or take any steps which would in any such case be
reasonably likely to result in any actual or contingent liability to improve
or install new plant or equipment or to make good, repair, reinstate or clean
up any property of any description or any asset now or previously owned,
occupied or made use of by any past member whilst it was a member of the Wider
IQGeo Group or present member of the Wider IQGeo Group (or on its behalf) or
by any person for which a member of the Wider IQGeo Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest, which is material in the context of the Wider
IQGeo Group taken as a whole;
Intellectual property
(l) except as Disclosed and since 31 December 2023, no
circumstance having arisen or event having occurred in relation to any
intellectual property owned or used by any member of the Wider IQGeo Group
which would have a material adverse effect on the Wider IQGeo Group taken as a
whole, including:
(i) any member of the Wider IQGeo Group losing its title to
any intellectual property used in its business, or any intellectual property
owned by any member of the Wider IQGeo Group and material to its business
being revoked, cancelled or declared invalid;
(ii) any claim being asserted in writing or threatened in
writing by any person challenging the ownership of any member of the Wider
IQGeo Group to, or the validity or effectiveness of, any of its intellectual
property; or
(iii) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider IQGeo Group being terminated or
varied; and
Anti-corruption, sanctions and criminal property
(m) except as Disclosed, Bidco not having discovered:
(i) (i) any past member whilst it was a member of the Wider
IQGeo Group or present member, director, officer or employee of the Wider
IQGeo Group is or has at any time engaged in any activity, practice or conduct
(or omitted to take any action) which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or
any other anti-corruption legislation applicable to the Wider IQGeo Group; or
(ii) any past member whilst it was a member of the Wider IQGeo Group or
present member of the Wider IQGeo Group or any person that performs or has
performed services for or on behalf of the Wider IQGeo Group is or has at any
time engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or
any other applicable anti-corruption legislation;
(ii) any asset of any member of the Wider IQGeo Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition);
(iii) any past member whilst it was a member of the Wider IQGeo
Group or present member, director, officer or employee of the Wider IQGeo
Group, has engaged in any business with, made any investments in, made any
funds or assets available to or received any funds or assets from: (i) any
government, entity or individual in respect of which US, UK or European Union
persons, or persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or making
available funds or economic resources, by applicable US, UK or European Union
laws or regulations, including the economic sanctions administered by the
United States Office of Foreign Assets Control or HM Treasury & Customs;
or (ii) any government, entity or individual targeted by any of the economic
sanctions of the United Nations, the United States, the United Kingdom, the
European Union or any of its member states or any other governmental or
supranational body or authority in any jurisdiction, except as may have been
licensed by the relevant authority; or
(iv) a member of the Wider IQGeo Group has engaged in any
transaction or conduct which would cause any member of the Wider IQGeo Group
or the Wider Bidco Group to be in breach of any applicable law or regulation
upon the completion of the Acquisition, including any economic sanctions of
the United States Office of Foreign Assets Control or HM Treasury &
Customs, or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom or the European Union or any of its member states.
Part B: FURTHER TERMS OF THE ACQUISITION
1. The Conditions set out in paragraphs 2(a), 2(b) and 3(a) to
(m) (inclusive) of Part A above must each be fulfilled, determined by Bidco to
be or to remain satisfied or (if capable of waiver) be waived by Bidco prior
to the commencement of the Court hearing to sanction the Scheme, failing which
the Scheme will lapse.
2. Notwithstanding the paragraph above, subject to the
requirements of the Panel and the Takeover Code, Bidco reserves the right in
its sole discretion to waive:
(a) the deadlines set out in paragraph 1 of Part A above, and
any of the deadlines set out in paragraph 2 of Part A above for the timing of
the Court Meeting, the General Meeting and/or the Court hearing to sanction
the Scheme. If any such deadline is not met, Bidco will make an announcement
by 8.00 am on the Business Day following such deadline confirming whether it
has invoked or waived the relevant Condition or agreed with IQGeo to extend
the deadline in relation to the relevant Condition. For the avoidance of
doubt, the Conditions set out in paragraphs 2(a)(i), 2(b)(i) and 2(c)(i) of
Part A above cannot be waived; and
(b) in whole or in part, all or any of the above Conditions set
out in paragraphs 3(a) to (m) (inclusive) of Part A above.
3. Bidco shall be under no obligation to waive or treat as
satisfied any of the Conditions that it is entitled (with the consent of the
Panel and subject to the requirements of the Takeover Code) to waive, by a
date earlier than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
fulfilment.
4. If Bidco is required by the Panel to make an offer for
IQGeo Shares under the provisions of Rule 9 of the Takeover Code, Bidco may
make such alterations to any of the above Conditions and terms of the
Acquisition as are necessary to comply with the provisions of Rule 9.
5. Under Rule 13.5(a) of the Takeover Code, Bidco may only
invoke a Condition that is subject to Rule 13.5(a) of the Takeover Code so as
to cause the Acquisition not to proceed, to lapse or to be withdrawn with the
consent of the Panel and any Condition that is subject to Rule 13.5(a) of the
Takeover Code may be waived by Bidco. The Panel will normally only give its
consent if the circumstances which give rise to the right to invoke the
Condition are of material significance to Bidco in the context of the
Acquisition. This will be judged by reference to the facts of each case at the
time that the relevant circumstances arise.
6. Conditions 1, 2(a), 2(b) and 2(c) of Part A above and, if
applicable, any acceptance condition if the Acquisition is implemented by
means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover
Code.
7. The IQGeo Shares to be acquired under the Acquisition will
be acquired with full title guarantee, fully paid and free from all liens,
equities, charges, encumbrances, options, rights of pre-emption and any other
third party rights and interests of any nature and together with all rights
now or hereafter attaching or accruing to them, including, without limitation,
voting rights and the right to receive and retain in full all dividends and
other distributions and any return of capital (whether by reduction of share
capital or share premium account or otherwise) declared, made, paid or
becoming payable by reference to a record date falling on or after the
Effective Date (other than any dividend, distribution or return of capital in
respect of which a corresponding reduction in the consideration payable under
the terms of the Acquisition has been made as described in paragraph 8 below).
8. Subject to the terms of the Acquisition, if, on or after
the date of this Announcement and on or prior to the Effective Date, any
dividend and/or other distribution and/or return of capital is authorised,
declared, made or paid or becomes payable in respect of IQGeo Shares, Bidco
reserves the right to reduce the cash consideration payable under the Cash
Offer (and, as the case may be, the consideration payable under the
Alternative Offer) under the terms of the Acquisition by an amount equal to
all or part of any such dividend and/or other distribution and/or return of
capital, in which case: (a) any reference in this Announcement or in the
Scheme Document to the Cash Offer or the Alternative Offer for the IQGeo
Shares will be deemed to be a reference to, respectively, the Cash Offer or
the Alternative Offer as so reduced; and (b) the relevant Eligible IQGeo
Shareholders will be entitled to receive and retain any such dividend and/or
other distribution and/or return of capital authorised, declared, made or
paid. To the extent that any such dividend, distribution or return of capital
is authorised, declared, made or paid or becomes payable: (x) pursuant to the
Acquisition on a basis which entitles Bidco to receive the dividend or
distribution or return of capital and to retain it; or (y) is subsequently
cancelled, the Cash Offer and the Alternative Offer will not be subject to
change in accordance with this paragraph. Any exercise by Bidco of its rights
referred to in this paragraph shall be the subject of an announcement and, for
the avoidance of doubt, shall not be regarded as constituting any revision or
variation of the Acquisition.
9. Bidco reserves the right to elect (with the consent of the
Panel (where necessary) and subject to the terms of the Co-operation
Agreement) to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such event, the offer will be implemented on
substantially the same terms subject to appropriate amendments, including,
without limitation, an acceptance condition set at not more than 75 per cent.
of the IQGeo Shares (unless with the consent of IQGeo or required by the
Panel) where the election to proceed by way of a Takeover Offer is an agreed
switch under the terms of the Co-operation Agreement and otherwise set at 90
per cent. of the IQGeo Shares to which the Takeover Offer relates (or such
lesser percentage as Bidco may decide after, to the extent necessary,
consultation with the Panel, being in any case more than 50 per cent. of the
IQGeo Shares), so far as applicable, as those which would apply to the Scheme.
Further, if sufficient acceptances of such Takeover Offer are received and/or
sufficient IQGeo Shares are otherwise acquired, it is the intention of Bidco
to apply the provisions of the Companies Act to acquire compulsorily any
outstanding IQGeo Shares to which such Takeover Offer relates.
10. The availability of the Acquisition (including the Alternative
Offer) to persons not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions. Persons who are not resident in the United
Kingdom should inform themselves about and observe any applicable legal and
regulatory requirements.
11. The Acquisition (including the Alternative Offer) is not being
made, directly or indirectly, in, into or from, or by use of the mails of, or
by any means of 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.
12. The Scheme will be governed by English law and is subject to
the jurisdiction of the Court and to the Conditions and further terms set out
in this Appendix 1 to this Announcement, and to the full terms and Conditions
to be set out in the Scheme Document. The Acquisition will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange (including the AIM Rules) and the FCA.
13. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other Condition.
Appendix 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this Announcement:
1. all references to IQGeo Shares are to IQGeo ordinary shares
of 2 pence each;
2. the value of £333 million attributed to the fully diluted
issued share capital of IQGeo has been calculated based on 480 pence per IQGeo
Share and:
(a) 61,723,156 IQGeo Shares in issue; and
(b) a maximum of 7,590,964 IQGeo Shares to be issued on the
exercise of options under the IQGeo Share Plans,
in each case as at the Latest Practicable Date;
3. the enterprise value of IQGeo of £316 million implied by
the Cash Offer has been calculated by using the value attributed to the fully
diluted issued share capital of IQGeo calculated in accordance with paragraph
2 above plus the amount of net debt calculated as follows:
(a) lease liabilities of £2.0 million as at 31 December 2023;
plus
(b) contingent consideration for the acquisition of Comsof of
£1.3 million as at 31 December 2023; plus
(c) non-cash provision relating to potential tax warranty claim
related to the sale of the RTLS business of £1.0 million as at 31 December
2023; plus
(d) phantom cash awards of £0.2 million granted during FY2023;
less
(e) cash and cash equivalents of £11.0 million as at 31
December 2023; less
(f) cash inflow from the exercise of options under the IQGeo
Share Plans of £9.8 million during FY2023;
4. the volume weighted average prices per IQGeo Share have
been sourced from Bloomberg;
5. the Closing Prices per IQGeo Share have been sourced from
Bloomberg;
6. IQGeo's all-time share price high of 466 pence was achieved
on 29 March 2024, as sourced from Bloomberg; and
7. unless otherwise stated, the financial information relating
to IQGeo is extracted from the annual report and accounts of IQGeo for the
relevant years, and the audited consolidated financial statements contained
therein have been prepared in compliance with United Kingdom accounting
standards, including Financial Reporting Standard 102 (FRS 102) and the
Companies Act 2006.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS and letters of intent
1. IQGeo Directors
The following IQGeo Directors have given irrevocable undertakings in respect
of the following IQGeo Shares beneficially held by them (or their family) to
vote (or procure the voting) in favour of the Scheme at the Court Meeting and
the IQGeo Resolution(s) at the General Meeting (or, if the Acquisition is
implemented by means of a Takeover Offer, to accept or procure the acceptance
of the Takeover Offer):
Name Number of IQGeo Shares Percentage of IQGeo existing issued ordinary share capital
Paul Taylor 263,562 0.43
Riccardo Petti 235,442 0.38
Haywood Chapman 96,228 0.16
Robert Sansom 3,355,729 5.44
Ian Kershaw* 97,117 0.16
Andrew MacLeod 104,103 0.17
Carolyn Rand 10,000 0.02
These irrevocable undertakings remain binding in the event a higher competing
offer is made for IQGeo by a third party and will only cease to be binding on
the earlier of the following occurrences:
· if Bidco announces its election to implement the
Acquisition by way of a Takeover Offer, and the formal document containing the
Takeover Offer is not published within 28 days (or such longer period as the
Panel may agree) after the date of the announcement of such election unless,
on or before that date (as extended, if applicable), Bidco announces its
election to implement the Acquisition by way of a Scheme or otherwise;
· the Scheme or Takeover Offer lapses or is withdrawn in
accordance with its terms and Bidco publicly confirms that it does not intend
to proceed with the Acquisition or to implement the Acquisition by way of a
Takeover Offer or otherwise;
· Bidco announces, with the consent of the Panel, that it
does not intend to make or proceed with the Acquisition and no new, revised or
replacement offer or scheme is announced in accordance with Rule 2.7 of the
Takeover Code at the same time;
· the date on which any competing offer for the entire
issued and to be issued share capital of IQGeo is declared wholly
unconditional (if implemented by way of a Takeover Offer) or, if proceeding by
way of a scheme of arrangement, becomes effective; or
· the Scheme has not become effective by the Long Stop
Date.
*In respect of the interest of the IQGeo Directors in the Company, it is noted
that Ian Kershaw has a beneficial interest in 97,117 IQGeo Shares,
representing 0.16 per cent. of the total issued share capital of the Company
as at the date of this Announcement.
2. Other IQGeo Shareholders
The following Shareholders have given irrevocable undertakings in respect of
those IQGeo Shares owned or controlled by them to vote (or procure the voting)
(i) in favour of the Scheme at the Court Meeting and the IQGeo Resolution(s)
at the General Meeting (or, if the Acquisition is implemented by means of a
Takeover Offer, to accept or procure the acceptance of the Takeover Offer) and
(ii) in the case of Kestrel Partners, against any competing proposal:
Name Number of IQGeo Shares Percentage of IQGeo existing issued ordinary share capital
Kestrel Partners 16,294,119 26.40
Herald Investment Management Limited 2,680,585 4.34
Raf Meersman 777,657 1.26
Richard Terence Green 775,000 1.26
The irrevocable undertaking given by Kestrel Partners remains binding in the
event a higher competing offer is made for IQGeo by a third party and will
only cease to be binding on the earlier of the following occurrences:
· if Bidco announces its valid and binding election to
implement the Acquisition by way of a Takeover Offer and either Bidco does not
announce the Takeover Offer in accordance with Rule 2.7 of the Takeover Code
within ten business days of such election announcement or the formal document
containing the Takeover Offer is not published within 60 days thereafter; or
· the Scheme lapses or is withdrawn in accordance with its
terms (or having announced its election to implement the Acquisition by way of
a Takeover Offer, that Takeover Offer is subsequently withdrawn or lapses in
accordance with its terms) and Bidco publicly confirms that it does not intend
to proceed with the Acquisition or to implement the Acquisition (by way of a
Takeover Offer or otherwise); or
· the Scheme has not become effective by the Long Stop
Date.
The irrevocable undertakings given by Herald Investment Management Limited and
Mr Richard Terence Green will cease to be binding on the earlier of the
following occurrences:
· if Bidco announces its valid and binding election to
implement the Acquisition by way of a Takeover Offer and either Bidco does not
announce the Takeover Offer in accordance with Rule 2.7 of the Takeover Code
within ten business days of such election announcement or the formal document
containing the Takeover Offer is not published within 60 days thereafter; or
· the Scheme lapses or is withdrawn in accordance with its
terms (or having announced its election to implement the Acquisition by way of
a Takeover Offer, that Takeover Offer is subsequently withdrawn or lapses in
accordance with its terms) and Bidco publicly confirms that it does not intend
to proceed with the Acquisition (or to implement the Acquisition by way of a
Takeover Offer or otherwise); or
· the Scheme has not become effective by the Long Stop
Date; or
· Bidco announces, with the consent of the Panel, that it
does not intend to make or proceed with the Acquisition and no new, revised or
replacement offer or scheme is announced in accordance with Rule 2.7 of the
Takeover Code at the same time; or
· a third party announces through a Regulatory Information
Service, prior to the date of the Court Meeting and/or the General Meeting, a
firm intention to make a general offer in accordance with the Takeover Code
(whether or not subject to any pre-conditions) to acquire (howsoever to be
implemented) the entire issued and to be issued share capital of IQGeo.
The irrevocable undertaking given by Mr Raf Meersman remains binding in the
event a higher competing offer is made for IQGeo by a third party and will
only cease to be binding on the earlier of the following occurrences:
· if Bidco announces its election to implement the
Acquisition by way of a Takeover Offer, and the formal document containing the
Takeover Offer is not published within 28 days (or such longer period as the
Panel may agree) after the date of the announcement of such election unless,
on or before that date (as extended, if applicable), Bidco announces its
election to implement the Acquisition by way of a Scheme or otherwise; or
· the Scheme lapses or is withdrawn in accordance with its
terms and Bidco publicly confirms that it does not intend to proceed with the
Acquisition (or to implement the Acquisition by way of a Takeover Offer or
otherwise); or
· Bidco announces, with the consent of the Panel, that it
does not intend to make or proceed with the Acquisition and no new, revised or
replacement offer or scheme is announced in accordance with Rule 2.7 of the
Takeover Code at the same time;
· any competing offer for the entire issued and to be
issued share capital of IQGeo is declared wholly unconditional (if implemented
by way of a takeover offer) or, if proceeding by way of a scheme of
arrangement, becomes effective; or
· the Scheme has not become effective by the Long Stop
Date.
Bidco has received non‑binding letters of intent from the following IQGeo
Shareholders in respect of those IQGeo Shares owned or controlled by them to
vote (or procure the voting) in favour of the Scheme at the Court Meeting and
the IQGeo Resolution(s) at the General Meeting (or, in the case of Charles
Stanley & Co Ltd only, if the Acquisition is implemented by means of a
Takeover Offer, to accept or procure the acceptance of the Takeover Offer):
Name Number of IQGeo Shares Percentage of IQGeo existing issued ordinary share capital
Charles Stanley & Co Ltd 6,100,000 9.88
Canaccord Genuity Asset Management, for and on behalf of IFSL Marlborough UK 5,150,000 8.34
Micro-Cap Growth Fund and IFSL Marlborough Nano-Cap Growth Fund
Appendix 4
DETAILS ON TOPCO AND Topco Investor Shares
1. Information on Topco
Topco will be incorporated under the laws of England and Wales prior to the
publication of the Scheme Document. Topco will initially be incorporated with
one (or minimal) ordinary share(s) directly or indirectly wholly owned by KKR
Investor. Bidco will become a direct or indirect wholly-owned subsidiary
company of Topco (once incorporated).
Set out below is a summary of the proposed Topco share capital structure and
the intended principal provisions of the Topco Shareholders' Agreement and the
Topco Articles governing the terms on which all Topco shareholders, including
KKR Investor and Investor Shareholders, will hold securities in Topco, further
details on which will be included in the Scheme Document. The Topco
Shareholders' Agreement and the Topco Articles will be finalised and made
publicly available when the Scheme Document is published. IQGeo Shareholders
who wish to elect for the Alternative Offer are encouraged to read the Topco
Shareholders' Agreement, the Topco Articles and the Scheme Document, when
published.
2. Information on Topco share capital
On or around the Effective Date, Topco will, subject to the terms and
conditions of the Alternative Offer, issue (i) Topco Investor Shares to those
IQGeo Shareholders who have validly elected to receive the Alternative Offer
and (ii) Topco Sponsor Shares and Topco Redeemable Shares to KKR Investor
(such Topco Investor Shares, Topco Sponsor Shares and Topco Redeemable Shares,
together with any Topco Shares already issued to KKR Investor prior to the
Effective Date, the "Topco Offer Shares"). The Topco Sponsor Shares and Topco
Redeemable Shares to be issued on or around the Effective Date will be issued
at an equivalent value to that of the Topco Investor Shares.
The Topco Sponsor Shares and the Topco Investor Shares will comprise 61 per
cent. and up to 30 per cent. respectively of the Topco Offer Shares, with the
balance comprised of Topco Redeemable Shares, provided always that the number
of Topco Redeemable Shares in issue will not exceed the Topco Redeemable Share
Maximum. Any Topco Redeemable Shares which would cause the total number of
Topco Redeemable Shares in issue to exceed the Topco Redeemable Share Maximum
will instead be issued as Topco Sponsor Shares.
On that basis, and for illustrative purposes only, in the event the
Alternative Offer is taken up in full by Eligible IQGeo Shareholders, based on
Bidco's current estimate of fees, costs and expenses payable in respect of the
Acquisition and assuming the number of IQGeo Shares issued pursuant to the
IQGeo Share Plans prior to the Effective Date is the maximum number set out in
paragraph 2(b) of Appendix 2 to this Announcement, Topco would, on or around
the Effective Date and subject to the terms and conditions of the Alternative
Offer, have in issue around (inclusive of any Topco Shares already issued to
KKR Investor prior to the Effective Date):
· 4,534,271 Topco Sponsor Shares and 668,990 Topco
Redeemable Shares issued to KKR Investor to fund the cash consideration
payable under the Acquisition and fees, costs and expenses payable in respect
of the Acquisition; and
· 2,229,969 Topco Investor Shares issued to those IQGeo
Shareholders who validly elect to receive the Alternative Offer.
If, however, the Alternative Offer were accepted in respect of less than the
Alternative Offer Maximum, the number of Topco Investor Shares would be
reduced accordingly, and the balance of the Topco Offer Shares will instead be
issued in the form of (i) additional Topco Redeemable Shares up to the Topco
Redeemable Share Maximum; and (ii) additional Topco Sponsor Shares (for the
balance).
3. Topco Redeemable Shares and re-financing
The Topco Redeemable Shares will accrue interest from issuance at a floating
rate of SONIA plus 2.05 per cent. per year (the "Yield") and will rank senior
to the Topco Ordinary Shares for any dividend or other distribution (including
on a winding up). They will be redeemable by Topco at a redemption price equal
to the sum of (i) the Topco Redeemable Share Subscription Amount and (ii) the
accrued Yield. The Topco Redeemable Shares will carry voting rights.
It is intended that, within 90 days following the Effective Date, Topco will
re-finance the Topco Redeemable Shares. This refinancing is currently expected
to be effected by way of an issue of additional Topco Ordinary Shares but
could be effected through the issue of a different instrument.
If the re-financing is effected by means of the issue of additional Topco
Ordinary Shares, the number of Topco Ordinary Shares to be issued will be
equal to the number of Topco Redeemable Shares in issue at the date of the
re-financing, at a subscription price per Topco Ordinary Share equal to the
sum of (i) the Topco Redeemable Share Subscription Amount; and (ii) the Yield
accrued on each Topco Redeemable Share at the time of the re-financing.
All Topco Ordinary Shareholders will be entitled to participate on a pro rata
pre-emptive basis in proportion to their holdings of Topco Ordinary Shares
(with an ability to subscribe for any excess amount not taken up by other
Topco Ordinary Shareholders). KKR Investor would expect to participate in any
such pre-emptive issue for at least its pro rata entitlement. The proceeds
from any such issue would be applied by Topco to redeem the Topco Redeemable
Shares.
If any of the Topco Redeemable Shares are not redeemed at the end of the
period of 90 days following the Effective Date, KKR Investor shall be
entitled, within 30 days thereafter, to exchange all Topco Redeemable Shares
in issue at that time for an equal number of Topco Ordinary Shares. Such
exchange of Topco Redeemable Shares for Topco Ordinary Shares will not be
subject to pre-emption rights in favour of the other Topco Ordinary
Shareholders.
4. Listing
The Topco Investor Shares will not be listed or traded on any stock exchange.
5. Economic rights
Both the Topco Sponsor Shares and the Topco Investor Shares are Topco Ordinary
Shares. The Topco Investor Shares will rank pari passu in all respects with
the Topco Sponsor Shares, including the rights to vote at general meetings and
to receive and retain dividends and other distributions declared, made or paid
by reference to a record date falling on or after the date of issue of such
Topco Investor Shares. The Topco Investor Shares will be issued credited as
fully paid.
The economic rights attaching to the Topco Investor Shares are subject to the
risks described below and in paragraph 13 of this Announcement.
6. Board composition
The number of directors on the Topco Board will be not less than three and the
maximum number of directors on the Topco Board will be determined by KKR
Investor.
KKR Investor will be entitled to appoint or remove the majority of the
directors to or from the Topco Board and, upon removal, to appoint other
people in their places. Qualified Investor Shareholders will have a
consultation right in respect of the replacement of any person holding a
senior management position in the Topco Group.
Any Investor Shareholder (i) holding on the date on which the Topco Offer
Shares are issued, and continuing to hold thereafter, Topco Ordinary Shares
representing at least 20 per cent. of Topco's total voting rights as of the
date on which the Topco Offer Shares are issued or (ii) holding Topco Ordinary
Shares representing at least 20 per cent. of Topco's total voting rights from
time to time (such Investor Shareholder, a "Qualified Investor Shareholder"),
will be entitled to appoint one director and one observer to the Topco Board.
Topco directors will be given no less than ten business days' notice for each
meeting of the board (which may be waived with the agreement of one director
appointed by KKR Investor and each director appointed by a Qualified Investor
Shareholder), together with an agenda for the business of the meeting and all
papers in connection with it. The quorum for the transaction of business at a
board meeting will be two directors (including one director appointed by KKR
Investor), provided that the quorum must include each director appointed by a
Qualified Investor Shareholder if a Reserved Matter is to be considered and
voted on at the meeting. There shall be a minimum of four meetings of the
Topco Board per annum.
Any director fees payable to the directors appointed by the Qualified Investor
Shareholders shall be equivalent to the director fees payable to the directors
appointed by KKR Investor.
7. Board voting and quorum
Each director on the Topco Board will have one vote and resolutions of the
Topco Board will be passed by a simple majority and must include the vote of
at least one director appointed by KKR Investor, provided that any resolution
approving a Reserved Matter must be approved by KKR Investor and each director
appointed by a Qualified Investor Shareholder.
Further provisions in respect of decision making and quorum of the Topco Board
are to be determined and will be set out in the Topco Shareholders' Agreement,
the Topco Articles and summarised in the Scheme Document.
8. Topco governance
On a written shareholder resolution or on a poll at a general meeting of
Topco, each holder will have one vote for each Topco Share held.
The following matters (the "Reserved Matters") will require the prior consent
of each Qualified Investor Shareholder:
(a) any material amendment to the organisational documents of
Topco, in a manner that would adversely and disproportionately affect a
Qualified Investor Shareholder compared to KKR Investor;
(b) the voluntary liquidation or winding-up of Topco;
(c) any transactions between Topco (or its subsidiaries,
including IQGeo), on the one hand, and any Topco shareholder (or any of its
related parties) on the other hand, other than on arm's length terms;
(d) any raising of new equity capital or issue of any securities
by any member of the Topco Group otherwise than in accordance with pre-emption
rights;
(e) any return of capital, redemption or buy-back of shareholder
instruments or recapitalisation of or by any member of the Topco Group other
than on a pro rata basis as between the Topco Ordinary Shareholders;
(f) any dividends or distributions declared, paid or made to
Topco shareholders other than on a pro rata basis as between the Topco
Ordinary Shareholders;
(g) the commencement or settlement of any material litigation;
(h) the making of any material amendment to the nature of the
business of IQGeo or the Topco Group; and
(i) the incurrence of material indebtedness in excess of the
greater of 2x the annual recurring revenue or 5x the earnings before interest,
tax, depreciation and amortisation of the Topco Group,
save, in the case of paragraphs (d) and (e) above, between wholly-owned
members of the Topco Group, provided such action does not disproportionately
affect the Investor Shareholders.
The following matters ("Consultation Matters") will require prior consultation
with any Qualified Investor Shareholder:
(a) the replacement of any member of senior management of the
Topco Group;
(b) any merger, acquisition or disposal involving a member of
the Topco Group at a value that is material in the context of the business of
the Topco Group taken as a whole;
(c) the establishment of any management incentive plan; and
(d) any sale of interests in Topco that constitutes a change of
control or sale of all or substantially all of the assets of Topco.
9. Information rights
KKR Investor and each Qualified Investor Shareholder will be entitled to
customary information rights in relation to Topco and the Topco Group,
including the right to receive:
(a) the annual audited consolidated accounts of the Topco Group;
(b) monthly management accounts for the Topco Group, to the
extent available; and
(c) copies of all financial or other information provided by the
Topco Group to any lender or investor in the Topco Group's debt or debt
securities.
10. Pre-emption
If Topco proposes to issue new equity securities in Topco (or any instrument
to be converted into equity in Topco) to KKR Investor, each other holder of
Topco Shares shall be entitled to participate in the issue pro rata to the
proportion of Topco Shares represented by the number of Topco Shares it holds,
excluding the following issues:
(a) to KKR Investor in exchange for the Topco Redeemable Shares
as described above in paragraph 3 of this Appendix 4;
(b) to KKR Investor to finance the Acquisition or any purchase
of IQGeo Shares outside the Acquisition (pursuant to the compulsory
acquisition procedure or otherwise);
(c) to Investor Shareholders pursuant to the terms of or in
connection with the implementation of the Acquisition;
(d) pursuant to a management incentive plan;
(e) for non-cash consideration on the acquisition of, or merger
with, all or part of another business, undertaking, company or assets that has
been approved by the Topco board; and
(f) in connection with debt financing arrangements of Topco
approved by the Topco board where the financing is conditional on Topco
issuing equity securities (or any instrument to be converted into equity in
Topco) to such debt finance provider.
In the event of an issuance described in paragraphs (d) to (f), the percentage
shareholding of all Topco Ordinary Shareholders will be diluted on a pro rata
basis.
11. Transfers
Restrictions on transfer
The Topco Investor Shares can only be transferred (i) with the prior written
consent of KKR Investor or (ii) pursuant to the drag and tag rights described
below.
Right of first offer
Other than with respect to (i) a transfer pursuant to the drag and tag rights
described below in the case of a proposed transfer of Topco Shares or (ii) any
transfer of Topco Shares by KKR Investor to an affiliate of KKR Investor, if
any holder of Topco Shares intends to sell any of its Topco Shares (in each
case, the "Selling Shareholder"), then such Selling Shareholder must first
offer such Topco Shares to KKR Investor and each (other) Qualified Investor
Shareholder as applicable (the "Non-Selling Shareholders"). The Non-Selling
Shareholders will be entitled to make a binding offer pro rata to their
respective proportionate holding of Topco Shares to the Selling Shareholder
within 30 calendar days.
The Selling Shareholder will be permitted to accept or reject any offer from
any Non-Selling Shareholder within 30 calendar days of receipt of the offer.
If the Selling Shareholder rejects an offer from a Non-Selling Shareholder, it
cannot, within the next 180 calendar days, accept an offer from a third party
at a price per share that is less than the price offered by such Non-Selling
Shareholder. Once that 180 calendar day period has expired, if the Selling
Shareholder intends to sell any of its Topco Shares, it must re-approach the
Non-Selling Shareholders and offer such Topco Shares to them, repeating the
process set out above.
If none of the Non-Selling Shareholders make a binding offer to the Selling
Shareholder, the Selling Shareholder may enter into definitive documentation
with a third-party purchaser within the following 180 calendar days (with such
period being extended as required to satisfy any applicable mandatory
regulatory conditions) at any price. Again, once that 180 calendar day period
has expired, if the Selling Shareholder has not entered into definitive
documentation with a third-party purchaser and still intends to sell any of
its Topco Shares, it must re-approach the Non-Selling Shareholders and offer
such Topco Shares to them, repeating the process set out above.
Other transfer restrictions
Further provisions in respect of certain other customary transfer restrictions
(including, but not limited to, in respect of the identity of the proposed
transferee and requirements in respect of compliance with anti-money
laundering, anti-bribery and corruption and anti-sanctions checks, adherence
to the Topco Shareholders' Agreement and receipt of necessary regulatory
approvals (if applicable)) will be set out in the Topco Shareholders'
Agreement, the Topco Articles and summarised in the Scheme Document.
Tag right
Excluding in respect of any transfer of Topco Shares by KKR Investor to an
affiliate of KKR Investor:
(a) if KKR Investor proposes to transfer any Topco Shares to a
third party, Investor Shareholders shall have a customary pro rata "tag" right
entitling them to transfer, on the same terms and conditions as KKR Investor,
a proportionate number of its Topco Ordinary Shares to the transferee; and
(b) if KKR Investor proposes to transfer Topco Shares to a third
party and such transfer would result in a change of control of Topco, Investor
Shareholders shall have the right to transfer, on the same terms and
conditions as KKR Investor, all of their Topco Ordinary Shares to the
transferee.
Drag right
KKR Investor shall have a customary "drag" right in respect of any transfer by
KKR Investor of Topco Shares to a third party where such transfer would result
in a change of control of Topco. The drag right will entitle KKR Investor to
require all Investor Shareholders to transfer their interests in Topco on the
same terms and conditions as KKR Investor to such third party purchaser,
provided that if the proposed sale is:
(a) prior to the fifth anniversary of the Effective Date, KKR
Investor will only be able to exercise its drag right with respect to an
Investor Shareholder if the price per Topco Share of the sale triggering the
drag right results in at least a 2.5x multiple on invested capital for such
Investor Shareholder; and
(b) on or after the fifth anniversary but prior to the seventh
anniversary of the Effective Date, KKR Investor will only be able to exercise
its drag right with respect to an Investor Shareholder if the price per Topco
Share of the sale triggering the drag right results in at least a 2x multiple
on invested capital for such Investor Shareholder.
After the seventh anniversary of the Effective Date, KKR Investor's drag right
will apply regardless of the multiple on invested capital achieved by the
relevant sale.
12. Fees
Any transaction, monitoring or other similar fees payable by the Topco Group
shall be paid to the Topco Ordinary Shareholders in proportion to their
holdings.
13. Eligibility
In order to be eligible to participate in the Alternative Offer, election by
each IQGeo Shareholder will be conditional on satisfying relevant regulatory
requirements and obligations under overseas securities laws and regulations.
In addition, Eligible IQGeo Shareholders who elect for the Alternative Offer
will be required to provide, and procure that their affiliates and other
related persons provide, to Bidco and KKR Investor before any Topco Investor
Shares can be allotted to them such materials and information with respect to
themselves (and, to the extent applicable, their directors, shareholders,
affiliates and other relevant parties) as requested by Bidco and KKR Investor
in order to satisfy Bidco, KKR Investor and their affiliates' "Know Your
Client" checks (including pursuant to obligations under the U.S. Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, the Currency and U.S. Foreign Transactions
Reporting Act of 1970, the UK Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 and the Joint
Money Laundering Steering Group Guidance Notes (or analogous equivalent)
and/or the Luxembourg law of 12 November 2004 on the fight against money
laundering and terrorist financing (as amended)). Further details regarding
the information to be provided, and the manner in which it should be provided,
will be set out in the Scheme Document.
14. Terms of the Alternative Offer in the event of a switch
In the event that Bidco elects, with the consent of the Panel and subject to
the Co-operation Agreement, to switch to a Takeover Offer, and less than
100 per cent. of the IQGeo Shares have been acquired by Bidco (pursuant to
acceptances of the Takeover Offer or otherwise) on or around the date on which
the Alternative Offer closes (the "Scale-back Date"), the total number of
Topco Offer Shares issued to KKR Investor and Investor Shareholders on or
around the Scale-back Date (inclusive of any Topco Shares already issued to
KKR Investor prior to such date) will be reduced pro rata such that the
maximum number of Topco Investor Shares available to IQGeo Shareholders under
the Alternative Offer will remain equal to the equivalent of 30 per cent. of
the total Topco Offer Shares following the settlement of consideration due to
IQGeo Shareholders who have accepted the Takeover Offer (either the Cash Offer
or the Alternative Offer) on or before the Scale-back Date.
In that event, to the extent the elections for the Alternative Offer are
unable to be satisfied in full, the entitlement to Topco Investor Shares of
each IQGeo Shareholder who has made a valid election will be reduced on a pro
rata basis and rounded down to the nearest whole number, and the balance of
the consideration due to such IQGeo Shareholder will be paid in cash in
accordance with the terms of the Cash Offer.
If, following a scale-back of the Alternative Offer elections as described
above, (i) further IQGeo Shares are acquired for cash by or on behalf of Bidco
after the Scale-back Date (under the Cash Offer or the compulsory acquisition
procedure or otherwise), and (ii) the Topco Ordinary Shares or the Topco
Redeemable Shares to be issued to fund those acquisitions were not included in
the calculation of the above 30 per cent. maximum entitlement of the Investor
Shareholders, any additional Topco Ordinary Shares and Topco Redeemable Shares
(together, the "Additional Topco Cash Funding Shares") which are to be issued
in order to fund those cash acquisitions, will be allocated as follows (either
by way of pre-emption or catch-up rights), in order to give the Investor
Shareholders an opportunity to maintain their percentage holding of Topco
Shares:
(a) 30 per cent. of the Additional Topco Cash Funding Shares
shall be offered to the Investor Shareholders in the form of Topco Ordinary
Shares for subscription on a pro rata basis;
(b) 61 per cent. of the Additional Topco Cash Funding Shares
shall be issued to KKR Investor in the form of Topco Ordinary Shares; and
(c) 9 per cent. of the Additional Topco Cash Funding Shares
shall be issued to KKR Investor in the form of Topco Redeemable Shares.
If, however, the Additional Topco Cash Funding Shares offered to the Investor
Shareholders under paragraph (a) above are not taken up in full the total
number of Topco Ordinary Shares to be issued to the Investor Shareholders
under paragraph (a) will be reduced accordingly, and the balance of the
Additional Topco Cash Funding Shares will instead be issued to KKR Investor in
the form of (i) additional Topco Redeemable Shares up to the Topco Redeemable
Share Maximum; and (ii) additional Topco Ordinary Shares (for the balance).
15. Governing law and jurisdiction
It is intended that the Topco Shareholders' Agreement and any non-contractual
or other obligations arising out of or in connection with it shall be governed
by English law. The courts of England will have exclusive jurisdiction to
decide any dispute which may arise out of or in connection with the Topco
Shareholders' Agreement.
Appendix 5
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Adjusted EBITDA" as defined on page 28 of IQGeo FY2023 ARA;
"Adjusted EBITDAC" Adjusted EBITDA less capitalised product development costs for the same
period;
"AIM" or "AIM Market" the AIM Market of the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange, as amended
from time to time;
"Acquisition" the recommended acquisition by Bidco of the entire issued and to be issued
ordinary share capital of IQGeo not already owned or controlled by the Bidco
Group, to be implemented by means of the Scheme (or by way of a Takeover
Offer, where Bidco so elects under certain circumstances described in this
Announcement) and, where the context requires, any subsequent revision,
variation, extension or renewal thereof;
"Additional Topco Cash Funding Shares" has the meaning given in paragraph 14 of Appendix 4 to this Announcement;
"Alternative Offer" has the meaning given in paragraph 2 of this Announcement;
"Alternative Offer Maximum" has the meaning given in paragraph 13 of this Announcement;
"Announcement" this announcement;
"Authorisations" regulatory authorisations, orders, determinations, recognitions, grants,
consents, clearances, confirmations, certificates, licences, permissions,
exemptions or approvals;
"Bidco" Geologist Bidco Limited, a private limited company incorporated under the laws
of England and Wales with registered number 15702303;
"Bidco Group" Bidco and its parent undertakings and its and such parent undertakings'
subsidiary undertakings and associated undertakings;
"Business Day" a day (other than Saturdays, Sundays and public holidays in the UK) on which
banks are open for business in the City of London;
"Cash Offer" has the meaning given in paragraph 2 of this Announcement;
"Cavendish" Cavendish Capital Markets Limited;
"Closing Price" the closing middle market price of an IQGeo Share on a particular trading day
as derived from Bloomberg;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Conditions" the conditions to the implementation of the Acquisition, as set out in Part A
of Appendix 1 to this Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement between Kohlberg Kravis Roberts & Co.
Partners LLP and IQGeo dated 25 March 2024;
"Co-operation Agreement" the agreement dated 14 May 2024 between Bidco and IQGeo relating to, among
other things, the implementation of the Acquisition;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting of Scheme Shareholders to be convened pursuant to an order of the
Court under Part 26 of the Companies Act for the purpose of considering and,
if thought fit, approving the Scheme, including any adjournment thereof;
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the Companies
Act;
"CPC" Commission for the Protection of Competition of the Republic of Cyprus;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear;
"Disclosed" the information fairly disclosed by, or on behalf of IQGeo: (i) in the IQGeo
FY2023 ARA; (ii) in this Announcement; (iii) in any other announcement to a
Regulatory Information Service by, or on behalf of IQGeo before the
publication of this Announcement; (iv) in the virtual data room operated on
behalf of IQGeo for the purposes of the Acquisition (which Bidco and/or its
advisers were able to access prior to the date of this Announcement); or (v)
as otherwise fairly disclosed to Bidco (or its officers, employees, agents or
advisers in each case in their capacity as such) in writing before the date of
this Announcement;
"Effective Date" the date on which either: (i) the Scheme becomes effective in accordance with
its terms; or (ii) (if Bidco elects to implement the Acquisition by way of a
Takeover Offer, subject to Panel consent and the terms of the Co-operation
Agreement), the date on which such Takeover Offer becomes or is declared
unconditional in accordance with the requirements of the Takeover Code, and
"Effective" shall be construed accordingly;
"Eligible IQGeo Shareholder" an IQGeo Shareholder that satisfies the requirements of paragraph 13 of
Appendix 4 to this Announcement;
"Euroclear" Euroclear UK & International Limited;
"Evercore" Evercore Partners International LLP;
"Excluded Shares" (i) any IQGeo Shares of which Bidco or any member of the Bidco Group is the
holder or in which Bidco or any member of the Bidco Group is beneficially
interested at the Scheme Record Time; or (ii) any IQGeo Shares which are for
the time being held by IQGeo as treasury shares (within the meaning of the
Companies Act);
"Exit ARR" exit annual recurring revenue, as defined on page 26 of IQGeo FY2023 ARA,
being the current go forward run rate of annually renewable subscription and
maintenance & support agreements;
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of the UK Financial Services and Markets
Act 2000, or any successor regulatory body;
"Form of Election" the form of election to be sent to Scheme Shareholders by or on behalf of
IQGeo pursuant to which a Scheme Shareholder (other than certain Overseas
Shareholders) may make an election to receive the Alternative Offer;
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and General
Meeting which will accompany the Scheme Document;
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);
"FY2022" the financial year ended 31 December 2022;
"FY2023" the financial year ended 31 December 2023;
"General Meeting" the general meeting of IQGeo Shareholders (including any adjournment thereof)
to consider and, if thought fit, pass the IQGeo Resolution(s);
"Investor Shareholders" holders of Topco Investor Shares;
"In-year Recurring Revenue" as defined on page 26 of IQGeo FY2023 ARA, being the value of annual recurring
revenue agreements from IQGeo product sales that are taken to revenue in
IQGeo's consolidated income statement;
"IQGeo" or "the Company" IQGeo Group plc, a public limited company incorporated in England and Wales
with registered number 05589712;
"IQGeo Articles" the articles of association of IQGeo in force from time to time;
"IQGeo Directors" or "IQGeo Board" or "Board" the directors of IQGeo;
"IQGeo FY2023 ARA" the annual report and accounts of IQGeo for FY2023;
"IQGeo Group" IQGeo and its subsidiary undertakings and where the context permits, each of
them;
"IQGeo Resolution(s)" such shareholder resolution(s) of IQGeo as are necessary to approve, implement
and effect the Scheme and the Acquisition including, amongst other things, to
make certain amendments to the IQGeo Articles;
"IQGeo Share Plans" the IQGeo Group plc 2020 Share Option Plan, the IQGeo Group plc 2020 Share
Option Plan US Sub-plan, the IQGeo Group plc 2020 Share Option Plan Canadian
Sub-plan and the Ubisense Group plc Long Term Incentive and Share Option Plan
2016 (in each case as amended from time to time);
"IQGeo Shareholders" the holders of IQGeo Shares;
"IQGeo Shares" the existing unconditionally allotted or issued and fully paid ordinary shares
of 2 pence each in the capital of IQGeo and any further such ordinary shares
which are unconditionally allotted or issued;
"Kestrel Partners" Kestrel Partners LLP;
"KKR" Kohlberg Kravis Roberts & Co. L.P. and its affiliates;
"KKR Investor" an entity to be incorporated at the direction of, and directly or indirectly
wholly owned by, funds advised by KKR for purpose of implementing the
Acquisition;
"Latest Practicable Date" 13 May 2024, being the last Business Day prior to the date of this
Announcement;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 11.59 pm on 14 February 2025 or such later time or date, if any, (a) as IQGeo
and Bidco may agree, or (b) (in a competitive situation) as may be specified
by Bidco with the consent of the Panel, and in each case that (if so required)
the Court may allow;
"Offer Period" the offer period (as defined by the Takeover Code) relating to IQGeo, which
commenced on the date of this Announcement;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Overseas Shareholders" IQGeo Shareholders (or nominees of, or custodians or trustees for IQGeo
Shareholders) not resident in, or nationals or citizens of the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Qualified Investor Shareholder" has the meaning given in paragraph 6 of Appendix 4 to this Announcement;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements;
"Reserved Matters" has the meaning given in paragraph 8 of Appendix 4 to this Announcement;
"Restricted Jurisdiction" any jurisdiction (other than the United Kingdom) into which making the
Acquisition (including the Alternative Offer), distributing information
relating to the Acquisition, or paying consideration pursuant to the
Acquisition (including issuing Topco Investor Shares or associated loan notes
or other instruments) may result in a significant risk of civil, regulatory or
criminal exposure or would or may require Bidco or KKR (as the case may be) to
comply with any requirements which in its absolute discretion is regarded as
unduly onerous;
"Rothschild & Co" N.M. Rothschild & Sons Limited;
"Scale-back Date" has the meaning given in paragraph 14 of Appendix 4 to this Announcement;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
IQGeo and Scheme Shareholders in connection with the Acquisition, with or
subject to any modification, addition or condition approved or imposed by the
Court and agreed by IQGeo and Bidco;
"Scheme Document" the document to be sent to IQGeo Shareholders containing, amongst other
things, the Scheme and the notices convening the Court Meeting and General
Meeting;
"Scheme Record Time" the time and date to be specified in the Scheme Document, expected to be 6.00
pm on the date of the Court hearing to sanction the Scheme;
"Scheme Shareholder" a holder of Scheme Shares;
"Scheme Shares" all IQGeo Shares:
(i) in issue at the date of the Scheme Document and which remain in issue at
the Scheme Record Time;
(ii) (if any) issued after the date of the Scheme Document and before the
Scheme Voting Record Time, which remain in issue at the Scheme Record Time;
and
(iii) (if any) issued at or after the Scheme Voting Record Time but on or
before the Scheme Record Time either on terms that the original or any
subsequent holders thereof shall be bound by the Scheme or in respect of which
the original or any subsequent holders thereof are, or shall have agreed in
writing to be, so bound, and in each case which remain in issue at the Scheme
Record Time,
in each case other than any Excluded Shares;
"Scheme Voting Record Time" the date and time to be specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent,
or more of the total voting rights conferred by the equity share capital (as
defined in section 548 of the Companies Act) of such undertaking;
"SONIA" sterling overnight index average reference rate displayed on the relevant
screen of any authorised distributor of that reference rate;
"Takeover Code" the City Code on Takeovers and Mergers (as amended from time to time);
"Takeover Offer" subject to the consent of the Panel and the terms of the Co-operation
Agreement, should the Acquisition be implemented by way of a takeover offer as
defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by
or on behalf of Bidco to acquire the entire issued and to be issued share
capital of IQGeo, other than IQGeo Shares owned or controlled by the Bidco
Group and, where the context admits, any subsequent revision, variation,
extension or renewal of such offer;
"Third Party" each of a central bank, state, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative,
professional, fiscal or investigative body, court, trade agency, association,
institution, body, employee representative body, any entity owned or
controlled by any government or state, or any other body or person whatsoever
in any jurisdiction;
"Topco" a limited company to be incorporated in England and Wales for the purpose of
implementing the Acquisition, which will hold directly or indirectly the
entire issued share capital of Bidco;
"Topco Articles" the articles of association of Topco;
"Topco Board" the board of directors of Topco;
"Topco Group" Topco and its direct and indirect subsidiaries including, following completion
of the Acquisition, the IQGeo Group;
"Topco Investor Shares" the Topco Ordinary Shares to be issued to Eligible IQGeo Shareholders who
validly elect for the Alternative Offer pursuant to the Acquisition;
"Topco Offer Shares" has the meaning given in paragraph 13 of this Announcement, and in the event
that the Acquisition is implemented by way of a Takeover Offer, as interpreted
in accordance with paragraph 14 of Appendix 4 to this Announcement;
"Topco Ordinary Shareholders" holders of Topco Ordinary Shares;
"Topco Ordinary Shares" ordinary shares in the capital of Topco in issue from time to time;
"Topco Redeemable Shares" the redeemable preference shares in the capital of Topco the terms of which
are described in paragraph 13 of this Announcement and Appendix 4 to this
Announcement;
"Topco Redeemable Share Maximum" number of Topco Redeemable Shares equal to £60 million divided by the Topco
Redeemable Share Subscription Amount, rounded down to the nearest whole
number;
"Topco Redeemable Share Subscription Amount" the subscription amount, in pounds sterling, for each Topco Redeemable Share
paid by KKR Investor on or around the Effective Date, expected to comprise:
(i) the sum of (A) 480 pence multiplied by the fully diluted
share capital of IQGeo; and (B) fees, costs and expenses incurred by the Topco
Group in connection with the Acquisition, divided by
(ii) the total number of Topco Shares that would need to be
issued to implement the acquisition of the fully diluted share capital of
IQGeo;
"Topco Shareholders' Agreement" the shareholders' agreement to be entered into by KKR Investor and the
Investor Shareholders, from time to time;
"Topco Shares" Topco Ordinary Shares and Topco Redeemable Shares in issue from time to time;
"Topco Sponsor Shares" the Topco Ordinary Shares to be issued to KKR Investor;
"uncertificated" a share or other security title to which is recorded in the relevant register
of the share or security as being held in uncertificated form, in CREST, and
title to which, by virtue of the Uncertificated Securities Regulations 2001
(as amended) may be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"UK NSI Act" the UK National Security and Investment Act 2021, together with all associated
secondary legislation and regulatory rules;
"US Securities Act" US Securities Act 1933;
"US Exchange Act" the United States Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder;
"Wider Bidco Group" Bidco, funds and separately managed accounts advised and/or managed by KKR and
their respective associated undertakings and any other body corporate,
partnership, joint venture or person in which Bidco and all such undertakings
(aggregating their interests) have a direct or indirect interest of more than
20 per cent. of the voting or equity capital or the equivalent; and
"Wider IQGeo Group" IQGeo and associated undertakings and any other body corporate, partnership,
joint venture or person in which IQGeo and all such undertakings (aggregating
their interests) have a Significant Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.
All references to "pounds", "pounds sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
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