REG - IQGeo Group PLC - Director Dealing and Update on Irrevocable
29/08/2024 08:00
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RNS Number : 1407C IQGeo Group PLC 29 August 2024
DISCLOSURE UNDER RULE 2.10 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE").
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
IQGEO GROUP PLC
by
GEOLOGIST BIDCO LIMITED
(a newly formed company wholly-owned by funds advised by Kohlberg Kravis
Roberts & Co. L.P. and its affiliates)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Director's dealing and update on irrevocable undertaking
On 14 May 2024, the boards of Geologist Bidco Limited ("Bidco") and IQGeo
Group plc ("IQGeo") announced that they had reached agreement on the terms of
a recommended cash offer to be made by Bidco to acquire the entire issued, and
to be issued, ordinary share capital of IQGeo (the "Acquisition"). The
Acquisition is being effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme").
On 6 June 2024, IQGeo published a circular in relation to the Scheme (the
"Scheme Document"). Defined terms used but not defined in this announcement
have the meanings set out in the Scheme Document.
The Scheme Document set out that Andrew MacLeod ("Mr MacLeod"), a director of
the Company, beneficially held 104,103 IQGeo Shares and that these IQGeo
Shares were the subject of an irrevocable undertaking dated 14 May 2024 given
by Mr MacLeod to Bidco and IQGeo (the "Irrevocable Undertaking") to, amongst
other things, vote (or, where applicable, procure the voting) in favour of the
resolutions relating to the Acquisition at the Meetings (or, in the event that
the Acquisition is implemented by way of a Takeover Offer, to accept or
procure the acceptance of the Takeover Offer).
Transfer of IQGeo Shares by an IQGeo Director
On 28 August 2024, IQGeo was informed that Mr MacLeod had on the same day
transferred 24,500 IQGeo Shares to the beneficial ownership of his wife,
Suzanne MacLeod ("Mrs MacLeod"), at a price of 474 pence per IQGeo Share.
Mrs MacLeod has agreed to be bound by an irrevocable undertaking in
substantially the same form as the Irrevocable Undertaking and Bidco and
IQGeo have also consented to this transfer. The IQGeo Shares beneficially held
by Mr MacLeod will remain subject to the terms of the Irrevocable Undertaking.
The terms of the Irrevocable Undertaking are summarised in the Scheme Document
and a copy of the irrevocable undertaking given by Mrs MacLeod in
substantially the same form as the Irrevocable Undertaking will be published
today on the website of IQGeo on
https://www.iqgeo.com/investor-center/disclaimer-offer and on Bidco's website
at https://www.documentdisplay.com.
The aggregate ownership and interest in IQGeo Shares of Mr MacLeod and persons
closely associated with Mr MacLeod is unchanged as a consequence of this
transfer.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them are set
out below pursuant to the
UK Market Abuse Regulation (being Market Abuse Regulation (EU) No.596/2014 as
it forms part of the law of England and Wales by virtue of the European Union
(Withdrawal) Act 2018).
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Andrew MacLeod
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name IQGEO Group plc
b) LEI 213800P2PCLCEFANB194
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument 2p Ordinary Shares
Identification code
ISIN: GB00B3NCXX73
b) Nature of the transaction Transfer of Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
474 pence 24,500
d) Aggregated information As above
- Aggregated volume
- Price
e) Date of the transaction 28 August 2024
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Suzanne MacLeod
2 Reason for the notification
a) Position/status Person closely associated to Andrew MacLeod, Non-Executive Director
b) Initial notification /Amendment Initial
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name IQGEO Group plc
b) LEI 213800P2PCLCEFANB194
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument 2p Ordinary Shares
Identification code
ISIN: GB00B3NCXX73
b) Nature of the transaction Transfer of Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
474 pence 24,500
d) Aggregated information As above
- Aggregated volume
- Price
e) Date of the transaction 28 August 2024
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information
- Aggregated volume
- Price
As above
e)
Date of the transaction
28 August 2024
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
1
Details of the person discharging managerial responsibilities / person closely
associated
a)
Name
Suzanne MacLeod
2
Reason for the notification
a)
Position/status
Person closely associated to Andrew MacLeod, Non-Executive Director
b)
Initial notification /Amendment
Initial
3
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a)
Name
IQGEO Group plc
b)
LEI
213800P2PCLCEFANB194
4
Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
2p Ordinary Shares
ISIN: GB00B3NCXX73
b)
Nature of the transaction
Transfer of Ordinary Shares
c)
Price(s) and volume(s)
Price(s) Volume(s)
474 pence 24,500
d)
Aggregated information
- Aggregated volume
- Price
As above
e)
Date of the transaction
28 August 2024
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
Enquiries
IQGeo +44 (0) 12 2360 6655
Richard Petti, CEO
Haywood Chapman, CFO
Evercore (Lead Financial Adviser to IQGeo) +44 (0) 20 7653 6000
Ed Banks
Anil Rachwani
Harrison George
Cavendish (Joint Financial Adviser, Nomad, Broker to IQGeo) +44 (0) 20 7220 0500
Henrik Persson
Tim Redfern
Seamus Fricker
H/Advisors Maitland (PR Adviser to IQGeo) +44 7900 000777
Neil Bennett
IMPORTANT NOTICES
This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of IQGeo in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer document),
which will contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any vote in respect of
the Scheme or other response in relation to the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the offer
document).
This announcement does not constitute a prospectus or a prospectus-equivalent
document.
Important notices about financial advisers
Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser to IQGeo and no one else in connection with
the matters described in this Announcement and will not be responsible to
anyone other than IQGeo for providing the protections afforded to clients of
Evercore nor for providing advice in connection with the matters referred to
herein. Neither Evercore nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Evercore in connection with this
Announcement, any statement contained herein, any offer or otherwise. Apart
from the responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000 and successor
legislation, or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or liability
whatsoever for the contents of this Announcement, and no representation,
express or implied, is made by it, or purported to be made on its behalf, in
relation to the contents of this Announcement, including its accuracy,
completeness or verification of any other statement made or purported to be
made by it, or on its behalf, in connection with IQGeo or the matters
described in this Announcement. To the fullest extent permitted by applicable
law, Evercore and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this
Announcement or any statement contained herein.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the FCA in the UK, is acting as joint financial adviser,
nominated adviser and corporate broker exclusively for IQGeo and no one else
in connection with the matters referred to in this Announcement and will not
be responsible to anyone other than IQGeo for providing the protections
afforded to its clients or for providing advice in relation to matters
referred to in this announcement. Neither Cavendish, nor any of its
affiliates, owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Cavendish in connection with
this Announcement, any statement contained herein or otherwise.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition
(including the Alternative Offer) to IQGeo Shareholders who are not resident
in the United Kingdom, may be restricted by the laws of those jurisdictions
and therefore persons into whose possession this Announcement comes should
inform themselves about and observe such restrictions. Further details in
relation to the Overseas Shareholders will be contained in the Scheme
Document. Any failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such. If the
Acquisition is implemented by way of Takeover Offer (unless otherwise
permitted by applicable law or regulation), the Takeover Offer may not be
made, directly or indirectly, in or into or by use of the mails or any other
means or instrumentality (including, without limitation, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of any Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom. Nothing in this Announcement should be relied on for any other
purpose.
The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct
Authority.
Additional information for US investors
The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy
solicitation rules.
If, in the future, Bidco exercises its right to implement the Acquisition by
way of a Takeover Offer, which is to be made into the US, such Takeover Offer
will be made in compliance with the applicable US laws and regulations,
including Section 14(e) and Regulation 14E under the US Exchange Act. Such a
Takeover Offer would be made in the US by Bidco and no one else.
In the event that the Acquisition is implemented by way of Takeover Offer, in
compliance with applicable UK laws, Bidco, its dealer manager (and their
advisers or affiliates), or its nominees, or its brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase,
shares or other securities of IQGeo other than pursuant to such Takeover Offer
during the period in which such Takeover Offer would remain open for
acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases or arrangements to purchase shall be disclosed as required
under UK laws, shall be reported to a Regulatory Information Service and shall
be available on the London Stock Exchange website at
www.londonstockexchange.com
(file:///C:/Users/926787/AppData/Roaming/iManage/Work/Recent/70-41064830%20-%20Project%20Geologist%20(Code%20name)/www.londonstockexchange.com)
. To the extent that such information is required to be publicly disclosed in
the UK in accordance with applicable regulatory requirements, this information
will, as applicable, also be made publicly available in the United States.
It may be difficult for US holders of IQGeo Shares to enforce their rights and
any claim arising out of the US federal securities laws in connection with the
Acquisition, since Bidco and IQGeo are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of IQGeo Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgement.
The Topco Investor Shares to be issued under the Alternative Offer have not
been registered under the US Securities Act or under any laws or with any
securities regulatory authority of any state, district or other jurisdiction,
of the US and will not be listed on any stock exchange in the US. The Topco
Investor Shares may only be offered or sold in the US in reliance on an
exemption from registration requirements of the US Securities Act including in
the case of the proposed scheme of arrangement, Section 3(a)(10) thereunder.
The financial information included in this Announcement, or that may be
included in the Scheme Document, has been prepared in accordance with
accounting standards applicable in the United Kingdom and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). US GAAP differs in certain
significant respects from accounting standards applicable in the United
Kingdom. None of the financial information in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).
Neither the Acquisition (including the Alternative Offer) nor this
Announcement have been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities approved or
disapproved or passed judgement upon the fairness or the merits of the
Acquisition (including the Alternative Offer), or determined if the
information contained in this Announcement is adequate, accurate or complete.
Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its IQGeo Shares pursuant to the Acquisition
will likely be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each US holder of IQGeo Shares is urged to consult their independent legal,
tax and financial advisers regarding the tax consequences of the Acquisition
applicable to them, including under applicable US state and local, as well as
overseas and other, tax laws.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at https://www.documentdisplay.com
(https://www.documentdisplay.com) and IQGeo's website at
https://www.iqgeo.com/investor-center/disclaimer-offer
(https://www.iqgeo.com/investor-center/disclaimer-offer) by no later than
12.00 noon (London Time) on the Business Day following the publication of this
Announcement.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, IQGeo Shareholders,
participants in the IQGeo Share Plans and persons with information rights may
request a hard copy of this Announcement, free of charge, by contacting
IQGeo's registrars, Link Group, at Central Square, 29 Wellington Street,
Leeds, LS1 4DL, United Kingdom or by calling Link Group on +44 (0) 371 664
0300 or via email at shareholderenquiries@linkgroup.co.uk
(mailto:shareholderenquiries@linkgroup.co.uk) . Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines are open
between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday (except public
holidays in England and Wales). For persons who receive a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement will not be sent unless so requested. Such persons may also
request that all future documents, announcements and information in relation
to the Acquisition are sent to them in hard copy form.
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