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Schedule 1 update - IQ Holdings plc

26 Jan 2009 15:29

RNS Number : 2579M
AIM
26 January 2009
Ā 



ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2Ā OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

IQ HoldingsĀ plcĀ ("IQ Holdings" or "the Company")

COMPANYĀ REGISTEREDĀ OFFICEĀ ADDRESSĀ AND IF DIFFERENT, COMPANY TRADING ADDRESSĀ (INCLUDING POSTCODES)Ā :

Registered office:

Radbourne

56 Kenilworth Road

LeamingtonĀ Spa

Warwickshire

CV32 6JWĀ 

Trading address:

44-46 New Inn Yard

London

EC2A 3EY

COUNTRY OF INCORPORATION:

EnglandĀ &Ā Wales

COMPANYĀ WEBSITE ADDRESS CONTAININGĀ ALL INFORMATIONĀ REQUIREDĀ BYĀ AIM RULE 26:

www.iqresearch.co.uk

COMPANY BUSINESSĀ (INCLUDINGĀ MAIN COUNTRY OF OPERATION)Ā OR,Ā IN THE CASE OF ANĀ INVESTING COMPANY, DETAILS OF ITSĀ INVESTINGĀ STRATEGY).Ā Ā IF THEĀ ADMISSIONĀ IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

IQ Holdings, through its wholly owned subsidiaries, IQ ResearchĀ Limited ("IQ Research")Ā and RosslynĀ Research Limited ("Rosslyn"), offers business researchĀ consultancy and competitive intelligence services to businesses, with a particular emphasis in theĀ financial sector servicing majorĀ UKĀ clearing banks, life insuranceĀ companies and pension companies. Specific services include commercial due diligence, competitive intelligence,Ā customer/client research and branding research. IQ Holdings was admitted to admitted to AIMĀ on 28 November 2007.

On 9 December 2008Ā the Company signed conditional agreements to acquire, through its

wholly owned subsidiaries Viewpoint Field ServicesĀ Limited ("Viewpoint Field Services")Ā and The Wire ServicesĀ (UK) Limited ("The Wire Services"), three business divisionsĀ knownĀ asĀ "Viewpoint Field", "Viewpoint Studios" and "The Wire" from IlluminasĀ Limited, aĀ subsidiary of MediaĀ SquareĀ plc.

Viewpoint Field and Viewpoint Studios provide specialist qualitative and quantitative researchĀ solutions, with particular expertise inĀ fast moving consumer goods, medical, pharmaceutical,Ā business to business, IT, automotive and theĀ children's sectors. Viewpoint Field is one of theĀ UK's largest fieldwork suppliers,Ā specializing in respondent recruitment and face to face surveys. Viewpoint Studios provides focus group viewingĀ complexes.

The Wire is a computer assisted telephone interviewingĀ and online data collection facility. It offers full data processing services, withĀ experience across all industry sectors,Ā business to businessĀ and consumer, as well asĀ UKĀ and international markets. TheĀ Wire's existing client base is predominantly subcontract business from market research agencies.

The main country of operation is theĀ United Kingdom.

In view of the size ofĀ Viewpoint and The WireĀ in relation to the Company, the Acquisition is treated as a reverse takeoverĀ under the AIM Rules for Companies.Ā The AcquisitionĀ was approved byĀ Existing ShareholdersĀ at the General Meeting which wasĀ heldĀ for this and other purposesĀ on 14 January 2009 at 10:00a.m.atĀ CityPoint,Ā One Ropemaker Street,Ā London,Ā EC2Y 9AH.Ā 

DETAILS OF SECURITIES TO BE ADMITTEDĀ INCLUDING ANYĀ RESTRICTIONS AS TO TRANSFERĀ OF THE SECURITIESĀ (i.e. where known, numberĀ and typeĀ of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of issued New Ordinary Shares on Re-AdmissionĀ 1,218,870,274Ā ordinary shares of 0.01pĀ 

CAPITAL TO BE RAISED ON ADMISSIONĀ (IF APPLICABLE)Ā ANDĀ ANTICIPATEDĀ MARKET CAPITALISATION ON ADMISSION:

Ā£600,000Ā at a placing price of 0.1p per share

Anticipated market capitalisation on re-admission £1.2 million

PERCENTAGE OFĀ AIM SECURITIESĀ NOT IN PUBLIC HANDS ATĀ ADMISSION:

81%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORMĀ TOĀ WHICH THE AIM SECURITIESĀ (OR OTHER SECURITIES OF THE COMPANY)Ā ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OFĀ DIRECTORSĀ AND PROPOSED DIRECTORSĀ (underlining the first name by which each is known or including any other name by which each is known):

TimothyĀ Michael HearleyĀ (Non-executive Chairman)

JulianĀ Everard GreenĀ (Chief Executive Officer)

NeilĀ Grant McGowan*Ā (Finance Director)

PeterĀ William ParkinsonĀ (Interim Finance Director)

Joachim (Joe) Eberhard SeydelĀ (Executive Director)

JanetteĀ WeirĀ (Executive Director)

*On 25 February 2008 the Company announced that its Finance Director, Neil Grant McGowan,Ā due to unforeseen illness was unable to carry out his duties as Finance Director. Peter WilliamĀ Parkinson is fulfilling the role of interim Finance Director until Neil is able to resume his duties.Ā Consequently, Neil Grant McGowan has not been consulted, nor taken part, in providing theĀ information contained in theĀ Re-AdmissionĀ Document.

FULL NAMESĀ AND HOLDINGSĀ OFĀ SIGNIFICANT SHAREHOLDERSĀ EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL,Ā BEFORE ANDĀ AFTER ADMISSIONĀ (underlining the first name by which each is known or including any other name by which each is known):

Number of shares Percentage at Number of shares Percentage at

at 9Ā December 2008 anticipated on re-admission

The Vendors None None 300,000,000 24.61

Bank ofĀ New YorkĀ (Nominees)Ā LimitedĀ  5,000,000 5.79Ā  Ā 5,000,000 Ā  0.41

Pershing Keen Nominees Ltd (PSL981) Ā 10,000,000 11.57Ā  10,000,000 0.82

Pershing Keen Nominees Ltd (GWCLT) 7,251,543 8.39Ā  7,251,543 Ā Ā 0.59

JohnĀ Christopher Green* 125,000 0.14Ā  50,125,000* Ā  Ā  4.11

SVS (Nominees) Ltd** Ā  Ā 9,615,000 11.13Ā  9,615,000 0.79

SVS Securities plc None NoneĀ  335,443,514Ā  Ā Ā  27.52

PW SpunginĀ  5,000,000Ā  5.79 5,000,000Ā  0.41

Giltspur Nominees LtdĀ  7,350,000Ā  8.50Ā  7,350,000 0.60

VP Bank (Luxembourg)Ā S.A.Ā  8,712,500Ā  10.08Ā  Ā  161,712,500 13.27

JulianĀ Everard Green*** 10,134,375*** 11.73 179,134,375**** 14.70

Joachim (Joe) Eberhard Seydel 5,000,000***** 5.79 5,000,000 0.41

* This includes 50,000,000 Introducer Shares to be issued to Listbasis Limited (trading as C F Consultants) a company beneficially owned and controlled by John Christopher Green, who is deemed a person connected with aĀ director within the meaning of section 252/253 of the 2006 Act.

** This includes the 125,000 shares held by John Christopher Green and the 5,000,000 shares held by Joe Seydel,

under the name of SVS (Nominees) Ltd

***Ā This includes 240,625 shares held by Ann Vivienne Green and 125,000 shares held by SVS Nominees in John

Christopher Green's name, each who are deemed a person connected with a Director within the meaning of section

252/253 of the 2006 Act.

**** This includes 50,000,000 Introducer Shares to be issued to Listbasis Limited (trading as C F Consultants) a

company beneficially owned and controlled by John Christopher Green, who is deemed a person connected with a

Director within the meaning of section 252/253 of the 2006 Act. It also includes 44,000,000 New Shares to be issued to Julian Everard Green upon the conversion of £4,000 and £40,000 respectively owed by the Company to Julian Everard Green and John Christopher Green.

*****All of Joe Seydel's shares are held through SVS (Nominees) Ltd

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

50,000,000 New Ordinary Shares are to be issued to Listbasis Limited (trading as C F Consultants), a company beneficially owned and controlled by John Christopher Green, pursuant to the terms of aĀ letter of agreement between Listbasis LimitedĀ and IQ HoldingsĀ dated 9 December 2008.

ANTICIPATED ACCOUNTING REFERENCE DATEĀ 

DATE TO WHICH THEĀ MAIN FINANCIAL INFORMATIONĀ IN THE ADMISSION DOCUMENT HAS BEEN PREPAREDĀ (this may be represented by unaudited interim financial information)

DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTSĀ PURSUANT TOĀ AIM RULES 18 AND 19:

(i)

30 September

(ii)

31 March 2008

(iii)

AnnualĀ accounts to 30Ā SeptemberĀ 2008 by 31Ā MarchĀ 2009

Interim accounts to 31 MarchĀ 2009 by 30Ā JuneĀ 2009

AnnualĀ accountsĀ to 30 September 2009 by 31 March 2010

EXPECTED ADMISSION DATE:

29Ā JanuaryĀ 2009

NAME AND ADDRESS OF NOMINATED ADVISER:

Grant ThorntonĀ UKĀ LLP

30 Finsbury Square

LondonĀ 

EC2P 2YU

NAME AND ADDRESS OF BROKER:

SVS Securities plc

2 London Wall Buildings

LondonĀ Wall

LondonĀ EC2M 5PP

OTHER THAN IN THE CASE OF AĀ QUOTED APPLICANT,Ā DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENTĀ WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.iqresearch.co.uk

Grant ThorntonĀ UKĀ LLP

30 Finsbury Square

LondonĀ 

EC2P 2YU

DATE OF NOTIFICATION:

26Ā January 2009

NEW/ UPDATE:

UPDATE

This information is provided by RNS
The company news service from the London Stock Exchange
Ā 
END
Ā 
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