Last checked at 30 Jan 2009 08:00
IQ Holdings plc
("IQ Holdings" or the "Company")
Completion of Placing and Reverse Acquisition
Further to the announcements on 10 December 2008 and 14 January 2009 in respect of the reverse acquisition of the businesses known as Viewpoint Field, Viewpoint Studios and The Wire and the related placing, the Company is pleased to announce that £600,000 (before expenses) has been raised in a placing and the reverse acquisition has now been completed.
Julian Green, CEO of IQ Holdings, said
"I am extremely pleased to announce the successful placing and completion of this acquisition. It is a testament to the strength of the opportunity that despite the current challenging market conditions, the fundraising has been well supported by both existing and new institutions. The Group is now in a strong position to achieve its strategic objectives and add shareholder value, through the robust and integrated data collection platform that the acquisition brings. Whilst we are mindful of the economic downturn, research consultancy is an area where companies need to spend in order to know how to focus their resources and remain competitive. As such we look forward to the business opportunities that face the group moving forward."
The Company is pleased to announce that it has renegotiated the terms of the Acquisition so that the initial cash element of the consideration for the reverse acquisition which was originally £750,000 has been reduced to £600,000. The balance of £150,000 is now payable to the Vendors as £50,000 in additional consideration shares, valued at the placing price, and a delayed cash consideration of £100,000 payable 19 months after completion, or earlier at the Company's election. The delayed cash consideration attracts interest at 10 per cent per annum, payable at 6 monthly intervals.
The Enlarged Share Capital of 1,218,870,274 ordinary shares of 0.01p each have been admitted to trading on AIM today.
The revised placing and re-admission statistics are as follows:
| Placing Price | 0.10p |
| Number of Existing Ordinary Shares in issue | 86,426,760 |
| Number of Consideration Shares | 300,000,000 |
| Number of Placing Shares | 600,000,000 |
| Number of Broker Shares plus New Ordinary Shares to be issued to SVS Securities plc in respect of fees | 135,443,514 |
| Number of New Ordinary Shares to be issued to other parties in respect of commissions | 3,000,000 |
| Number of Loan Conversion Shares | 44,000,000 |
| Number of Introducer Shares | 50,000,000 |
| Number of New Ordinary Shares on Re-Admission | 1,218,870,274 |
| Percentage of the Enlarged Share Capital represented by the Consideration Shares | 24.6% |
| Percentage of the Enlarged Share Capital represented by the Placing Shares | 49.2% |
| Percentage of the Enlarged Share Capital represented by the Introducer Shares, Broker Shares, New Ordinary Shares to be issued to SVS in respect of fees and other parties in respect of commisions and the Loan Conversion Shares | 19.1% |
| Percentage of the Enlarged Share Capital represented by the Existing Shareholders | 7.1% |
| Gross proceeds receivable by the Company pursuant to the Placing | £600,000 |
| Expenses of the Placing | |
| - payable in cash | £467,000 |
| - payable in shares | £128,000 |
| £595,000 | |
| Estimated net proceeds of the Placing receivable by the Company pursuant to the Placing (after expenses, payable in cash, including VAT of £467,000) | £133,000 |
| Market capitalisation of the Company at the Placing Price on Re-Admission | £1,218,870 |
The revised interests of Directors and substantial shareholders are as follows:
| Name | Number of Ordinary Shares on Re-Admission | % |
| Directors | ||
| Julian Everard Green (1) | 179,134,375 | 14.7 |
| Tim Michael Hearley (2) | 818,750 | 0.1 |
| Neil Grant McGowan (3) | 937,500 | 0.1 |
| Joachim Eberhard Seydel (4) | 5,000,000 | 0.4 |
| Peter William Parkinson | None | - |
| Janette Weir | 1,102,857 | 0.1 |
| Substantial shareholders, excluding directors | ||
| The Vendors | 300,000,000 | 24.6 |
| John Christopher Green (5) | 50,125,000 | 4.1 |
| SVS Securities plc | 335,443,514 | 27.5 |
| VP Bank Luxembourg (SA) | 161,712,500 | 13.3 |
| Gale and Stephen Blears | 50,000,000 | 4.1 |
| First Equity Limited | 105,000,000 | 8.6 |
(1) This includes 240,625 shares held by Ann Vivienne Green and 50,125,000 shares held by John Christopher Green (as described in note 5 below). Both Ann Vivienne Green and John Christopher Green are deemed persons connected with a Director within the meaning of section 252/253 of the 2006 Act
(2) Tim Hearley holds 662,500 shares registered in his own name and 156,250 held through Vail Corporation Limited
(3) All of Neil McGowan's 937,500 shares are held through Rangedetail Limited
(4) All of Joe Seydel's shares are held through SVS (Nominees) Ltd
(5) This comprises 125,000 shares held in the name of SVS Nominees Ltd and 50,000,000 Introducer Shares issued to Listbasis Limited (trading as C F Consultants) a company beneficially owned and controlled by John Christopher Green.
--END--
Enquiries
Julian Green IQ Holdings plc Tel: 020 8099 0560 Website: www.iqresearch.co.uk
Jenni Herbert / Gemma O'Hara
Bishopsgate Communications Ltd
Tel: 020 7562 3350
Email: iqholdings@bishopsgatecommunications.com
Fiona Kindness / Gerry Beaney
Grant Thornton UK LLP (Nomad)
Tel: 0207 383 5100
Ian Callaway
SVS Securities plc (Broker)
Tel: 0207 638 5600
For details of the transaction please see the Company's announcement made on 10 December 2008. For the full Admission Document, please visit the Company's website at www.iqresearch.co.uk
Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Admission Document dated 9 December 2008.