REG - IQGeo Group PLC - Scheme of arrangement becomes effective

IQGeoAnnouncement

23/09/2024 10:45

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RNS Number : 2412F  IQGeo Group PLC  23 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

23 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

SCHEME OF ARRANGEMENT (THE "SCHEME") BECOMES EFFECTIVE

 

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 Boards
of IQGeo and Bidco are pleased to announce that, further to the joint
announcement by IQGeo and Bidco on 19 September 2024 that the Court had
sanctioned the Scheme, the Court Order has been delivered to the Registrar of
Companies today and accordingly the Scheme has now become Effective in
accordance with its terms and IQGeo is now a wholly owned subsidiary of Bidco.

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.

Under the terms of the Scheme, a Scheme Shareholder on the register of members
of IQGeo at the Scheme Record Time, being 6.00 p.m. on 20 September 2024, will
be entitled to receive 480 pence for each Scheme Share held, unless such
Scheme Shareholder has made a valid election for the Alternative Offer, in
which case he/she/it will receive 0.1 Topco Investor Share for each IQGeo
Share held.

Alternative Offer

The valid elections for the Alternative Offer will be satisfied in full.

As set out in the Scheme Document, the number of Topco Investor Shares due to
each Eligible 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 any Eligible IQGeo Shareholder and will be disregarded.

Settlement

Settlement of the cash consideration to which any Scheme Shareholder is
entitled will be effected by way of the despatch of cheques or the crediting
of CREST accounts (for IQGeo Shareholders holding Scheme Shares in
certificated form and in uncertificated form respectively) as soon as
practicable. The latest date for despatch of cheques and settlement of the
cash consideration in relation to the Acquisition through CREST is 7 October
2024.

Certificates for the Topco Investor Shares will be despatched by first class
post (or by international post or airmail, if overseas) by 7 October 2024 to:
(i) the relevant Scheme Shareholders at the address appearing in the IQGeo
register of members at the Scheme Record Time or, (ii) in the case of joint
holders, to the Scheme Shareholder whose name appears first in such register
of members in respect of the joint holding concerned, or (iii) in the case of
Eligible Scheme Shareholders who have validly nominated another person to
receive their Topco Investor Shares in accordance with the requirements and
process as set out in the Scheme Document, to the address provided to Bidco
for such nominated person.

Suspension and cancellation of admission to trading of IQGeo Shares

As previously advised, trading in IQGeo Shares on AIM was suspended with
effect from 7.30 a.m. today. An application has been made to the London Stock
Exchange in relation to the cancellation of the admission to trading of IQGeo
Shares on AIM, which is expected to take place at 7.00 a.m. on 24 September
2024. As a result of the Scheme having become Effective, share certificates in
respect of IQGeo Shares will cease to be valid documents of title and
entitlements to IQGeo Shares held in uncertificated form in CREST are being
cancelled.

Resignation of Non-Executive Directors

Additionally, as a result of the Scheme becoming Effective, Paul Taylor,
Robert Sansom, Ian Kershaw, Carolyn Rand and Max Royde have resigned as
Non-Executive Directors of IQGeo.

The Company is no longer in an "Offer Period" as defined in the Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

 

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

 Rothschild & Co (Financial Adviser to KKR and Bidco)           Tel: +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                                                 Tel: +44 (0) 20 725 13801

 Jack Shelley

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.

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.

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.

Overseas Shareholders

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 is subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange and the Financial Conduct
Authority.

The  Loan Notes and the Topco Investor Shares have not been and will not be
registered in Japan pursuant to Article 4, Paragraph 1 of the Financial
Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the
"FIEA") in reliance upon the exemption from the registration requirements
since the offering constitutes the small number private placement as provided
for in "ha" of Article 2, Paragraph 3, Item 2 of the FIEA.

Further details in relation to Overseas Shareholders can be found in Part Six
of the Scheme Document.

Additional information for US investors

US holders should note that the Acquisition relates to the securities of a UK
company, is subject to UK disclosure requirements (which are different from
those of the US) and is proposed to be implemented under a scheme of
arrangement provided for under English company law.

Under the present circumstances, a transaction effected by means of a scheme
of arrangement is not subject to the tender offer rules under the US Exchange
Act. Accordingly, the Scheme will be subject to UK disclosure requirements and
practices, which are different from the disclosure requirements of the US
tender offer and proxy solicitation rules. The financial information included
in this announcement and the Scheme Document has been or will have been
prepared in accordance with IFRS 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.

Bidco reserves the right, subject to the prior consent of the Panel and in
accordance with the Co-operation Agreement, to elect to implement the
Acquisition by means of a Takeover Offer for the entire issued and to be
issued share capital of IQGeo, as an alternative to the Scheme. If Bidco were
to elect to implement the Acquisition by means of a Takeover Offer, it would
be made in compliance with all applicable US laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

In the event that the Acquisition is implemented by way of a Takeover Offer,
in accordance with normal United Kingdom practice, Bidco 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 IQGeo Shares outside of the
United States, other than pursuant to the Acquisition, until the date on which
the Takeover Offer and/or Scheme becomes effective, lapses or is otherwise
withdrawn. 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 in
the UK, shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the SEC nor any securities commission of any state of the US nor any
other US regulatory authority has approved the Acquisition, passed any opinion
upon the fairness of the Acquisition or upon the adequacy or accuracy of this
announcement. Any representation to the contrary is a criminal offence in the
US.

The Loan Notes and the Topco Investor Shares which may be issued (provided
applicable put and call options are exercised) under the Alternative Offer
have not been and will not be registered under the US Securities Act, or under
the relevant securities laws of any state or territory of the United States.
Accordingly, the Loan Notes and the Topco Investor Share may not be offered or
sold in the United States, except in a transaction not subject to, or in
reliance on an applicable exemption from, the registration requirements of the
US Securities Act and any applicable state securities laws. It is anticipated
that any Loan Notes and the Topco Investor Shares issued pursuant to the
Alternative Offer will be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts securities
issued in specified exchange transactions from the registration requirement
under the US Securities Act where, among other things, the fairness of the
terms and conditions of the issuance and exchange of such securities have been
approved by a court or governmental authority expressly authorised by law to
grant such approval, after a hearing upon the fairness of the terms and
conditions of the exchange at which all persons to whom the Loan Notes and the
Topco Investor Shares are proposed to be issued have the right to appear; and
receive adequate and timely notice thereof.

US holders who are or will be affiliates of Bidco Group or IQGeo prior to, or
of Bidco Group after, the Effective Date will be subject to certain US
transfer restrictions relating to the Topco Investor Shares received pursuant
to the Scheme.

For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act in respect of the Topco Investor Shares
issued pursuant to the Alternative Offer afforded by Section 3(a)(10), Bidco
Group will advise the Court that its sanctioning of the Scheme will be relied
upon by Bidco Group as an approval of the Scheme following a hearing on its
fairness to IQGeo Shareholders.

The receipt of cash or other securities pursuant to the Acquisition by a
direct or indirect US holder as consideration for the transfer of its Scheme
Shares pursuant to the Scheme may 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 IQGeo Shareholder is urged to consult his
independent professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, 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, and a substantial part of the assets of
IQGeo are located outside of the US. US holders may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of 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.

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.

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.

No profit forecasts, estimates or quantified benefits 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 Bidco, Topco or IQGeo for the current
or future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Bidco, Topco or IQGeo,
respectively.

Requesting hard copy documents

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 0321
or via email at operationalsupportteam@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 9.00 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.

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.

 

 

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