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3 Feb 2016 11:45
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Toscafund Asset Management LLP ("TAM") Penta Capital LLP Pitragon Investments Ltd |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | Tosca Mid Cap (a fund managed and advised by TAM) - 860,607 Ord shares Tosca Opportunity (a fund managed and advised by TAM) - 2,186,111 Ord shares The Pegasus Fund Limited (a fund managed and advised by TAM) - 264,552 Ord shares Pitragon Investments Ltd (a company owned and controlled by Panagiotis Dimitropoulos) - 18,468,750 Ord shares |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | InternetQ plc |
(d) Is the discloser the offeror or the offeree? | Joint Offerors |
(e) Date position held: The latest practicable date prior to the disclosure | 2 February 2016 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | No
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary shares of 0.25 pence each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 21,780,020 | 54.28 | 0 | 0 |
(2) Cash-settled derivatives:
| 0 | 0 | 0 | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0 | 0 | 0 |
TOTAL: | 21,780,020 | 54.28 | 0 | 0 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | Ordinary shares of 0.25 pence each |
Details, including nature of the rights concerned and relevant percentages: | Award under the InternetQ plc Employee Share Incentive Plan held by Panagiotis Dimitropoulos - The right to subscribe for 40,000 ordinary shares at nil cost from 1 April 2016.
Total - 40,000 |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
None
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Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
On 18 November 2015, TAM and Penta Capital LLP entered into a confidentiality and standstill agreement with InternetQ plc pursuant to which TAM and Penta Capital LLP agreed, among other things, that for a period of 3 months from the date of the agreement they would not (and they would procure that no member of their respective groups would), directly or indirectly, acquire, procure or induce any other person to acquire any interest of any kind in any voting rights or securities of InternetQ plc, nor announce any offer for InternetQ plc, without InternetQ plc's prior written consent.
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | No |
Supplemental Form 8 (SBL) | No |
| Date of disclosure: | 3 February 2016 |
| Contact name: | Robert Lord |
| Telephone number: | 0207 845 6100 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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