REG - IQGeo Group PLC - Exercise of Options and Rule 2.9 Announcement
19/09/2024 14:30
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RNS Number : 9235E IQGeo Group PLC 19 September 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
19 September 2024
RECOMMENDED CASH ACQUISITION
of
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
EXERCISE OF OPTIONS AND RULE 2.9 ANNOUNCEMENT
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 implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
IQGeo published a circular in relation to the Scheme dated 6 June 2024 (the
"Scheme Document"). Defined terms used but not defined in this announcement
have the meanings set out in the Scheme Document. All references to times in
this announcement are to London time.
Options
In connection with the Acquisition, and to satisfy options held by employees
of IQGeo under the IQGeo Share Plans, which vested on Court sanction of the
Scheme and became exercisable immediately following Court sanction of the
Scheme, IQGeo announces that it has applied for 7,489,299 ordinary shares of 2
pence each ("Ordinary Shares") in the capital of IQGeo to be admitted to
trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m.
on 20 September 2024. The new Ordinary Shares will rank, pari pasu, with the
existing Ordinary Shares in issue.
The holders of options who conditionally exercised their options in accordance
with the proposals made to them under Rule 15 of the Takeover Code included
the following IQGeo Directors in respect of options granted to them under the
IQGeo Share Plans (all of which options, to the extent not already vested,
immediately vested on Court sanction of the Scheme):
Director Number of new IQGeo Shares Total Holding % Holding
Riccardo Petti 2,060,000 2,295,442 3.31%
Haywood Chapman 850,000 946,228* 1.37%
Paul Taylor 121,000 384,562 0.55%
TOTAL 3,031,000 3,626,232 -
*67,564 IQGeo Shares held by his wife and 28,664 IQGeo Shares held by his
children.
Notifications by the IQGeo Directors in accordance with the Market Abuse
Regulation (EU) No.596/2014, as it forms part of the laws of the United
Kingdom from time to time, are set out in the Appendix to this announcement.
Rule 2.9
Following the allotment and issue of the 7,489,299 new IQGeo Shares on the
date of this announcement, IQGeo confirms, in accordance with Rule 2.9 of the
Code and for the purposes of Rule 17 and Schedule 7 of the AIM Rules for
Companies, that it has 69,314,119 Ordinary Shares in issue and no IQGeo Shares
are held in treasury, and the total number of voting rights is therefore
69,314,119. This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of the
Company under the FCA's Disclosure and Transparency Rules.
The International Securities Identification Number (ISIN) for IQGeo Shares is
GB00B3NCXX73.
Enquiries:
IQGeo Group plc Tel: +44 (0) 12 2360 6655
Richard Petti, CEO
Haywood Chapman, Chief Financial Officer
Evercore (Lead Financial Adviser to IQGeo) Tel: +44 (0) 20 7653 6000
Ed Banks
Anil Rachwani
Harrison George
Cavendish (Joint Financial Adviser, Nomad, Broker to IQGeo) Tel: +44 (0) 20 7220 0500
Henrik Persson
Tim Redfern
Seamus Fricker
H/Advisors Maitland (PR Adviser to IQGeo) IQGeo@h-advisors.global
Neil Bennett Tel: +44 (0) 20 7379 5151
Further information
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.
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).
This announcement does not constitute a prospectus or prospectus exempted
document.
Dealing and Opening Position Disclosure Requirements
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 a 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.
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.
Appendix
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Riccardo Petti
2 Reason for the notification
a) Position/status Chief Executive Director
b) Initial notification/ Amendment Initial Notification
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 Ordinary shares of 2 pence each
Identification code
ISIN: GB00B3NCXX73
b) Nature of the transactions Exercise of share options
c) Price(s) and volume(s) IQGeo Share Scheme Exercise price per IQGeo Share (£) No. of IQGeo Shares
IQGeo Group plc 2020 Share Option Plan (EMI) 0.460 399,998
IQGeo Group plc 2020 Share Option Plan (Unapproved) 0.460 1,200,002
IQGeo Group plc 2020 Share Option Plan (Unapproved) 1.050 150,000
IQGeo Group plc 2020 Share Option Plan (Unapproved) 1.134 150,000
IQGeo Group plc 2020 Share Option Plan (Unapproved) 2.100 160,000
d) Aggregated information - 1,600,000 IQGeo Shares acquired following the exercise of options,
at a price of £0.460 per IQGeo Share
- Aggregated volume
- 150,000 IQGeo Shares acquired following the exercise of options,
- Price at a price of £1.050 per IQGeo Share
- 150,000 IQGeo Shares acquired following the exercise of options,
at a price of £1.134 per IQGeo Share
- 160,000 IQGeo Shares acquired following the exercise of options,
at a price of £2.100 per IQGeo Share
e) Date of the transaction 19 September 2024
f) Place of the transaction AIM
d)
Aggregated information
- Aggregated volume
- Price
- 1,600,000 IQGeo Shares acquired following the exercise of options,
at a price of £0.460 per IQGeo Share
- 150,000 IQGeo Shares acquired following the exercise of options,
at a price of £1.050 per IQGeo Share
- 150,000 IQGeo Shares acquired following the exercise of options,
at a price of £1.134 per IQGeo Share
- 160,000 IQGeo Shares acquired following the exercise of options,
at a price of £2.100 per IQGeo Share
e)
Date of the transaction
19 September 2024
f)
Place of the transaction
AIM
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Haywood Chapman
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/ Amendment Initial Notification
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 Ordinary shares of 2 pence each
Identification code
ISIN: GB00B3NCXX73
b) Nature of the transactions Exercise of share options
c) Price(s) and volume(s) IQGeo Share Scheme Exercise price per IQGeo Share (£) No. of IQGeo Shares
IQGeo Group plc 2020 Share Option Plan (EMI) 0.675 307,407
IQGeo Group plc 2020 Share Option Plan (Unapproved) 0.675 192,593
IQGeo Group plc 2020 Share Option Plan (Unapproved) 1.050 180,000
IQGeo Group plc 2020 Share Option Plan (Unapproved) 1.134 80,000
IQGeo Group plc 2020 Share Option Plan (Unapproved) 2.100 90,000
d) Aggregated information - 500,000 IQGeo Shares acquired following the exercise of options,
at a price of £0.675 per IQGeo Share
- Aggregated volume
- 180,000 IQGeo Shares acquired following the exercise of options,
- Price at a price of £1.050 per IQGeo Share
- 80,000 IQGeo Shares acquired following the exercise of options, at
a price of £1.134 per IQGeo Share
- 90,000 IQGeo Shares acquired following the exercise of options, at
a price of £2.100 per IQGeo Share
e) Date of the transaction 19 September 2024
f) Place of the transaction AIM
d)
Aggregated information
- Aggregated volume
- Price
- 500,000 IQGeo Shares acquired following the exercise of options,
at a price of £0.675 per IQGeo Share
- 180,000 IQGeo Shares acquired following the exercise of options,
at a price of £1.050 per IQGeo Share
- 80,000 IQGeo Shares acquired following the exercise of options, at
a price of £1.134 per IQGeo Share
- 90,000 IQGeo Shares acquired following the exercise of options, at
a price of £2.100 per IQGeo Share
e)
Date of the transaction
19 September 2024
f)
Place of the transaction
AIM
Notification and public disclosure of transactions by
persons discharging managerial responsibilities and persons closely associated
with them
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Paul Taylor
2 Reason for the notification
a) Position/status Chairman
b) Initial notification/ Amendment Initial Notification
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 Ordinary shares of 2 pence each
Identification code
ISIN: GB00B3NCXX73
b) Nature of the transactions Exercise of share options
c) Price(s) and volume(s) IQGeo Share Scheme Exercise price per IQGeo Share (£) No. of IQGeo Shares
IQGeo Group plc 2020 Share Option Plan (Unapproved) 0.460 121,000
d) Aggregated information
- Aggregated volume 121,000
- Price £0.460
e) Date of the transaction 19 September 2024
f) Place of the transaction AIM
d)
Aggregated information
- Aggregated volume
- Price
121,000
£0.460
e)
Date of the transaction
19 September 2024
f)
Place of the transaction
AIM
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