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£12 million Conditional Placing

22nd Jun 2011 12:49

RNS Number : 9164I
InternetQ plc
22 June 2011
 

22 June 2011

InternetQ plc

("InternetQ" or "the Group")

 

£12m Conditional Placing

 

InternetQ, one of the leading providers of mobile marketing and digital entertainment solutions for mobile network operators and brands, is pleased to announce that it has conditionally placed 4,363,636 new ordinary shares at a price of 275 pence per share, to raise gross proceeds of approximately £12m (€13.6m).

 

The placing attracted strong institutional demand from new and existing shareholders from the UK and continental Europe. It is anticipated that net proceeds of the placing will enable management to accelerate a number of key strategic initiatives, including:

 

·; the expansion of the Group's mobile marketing services into high growth emerging mobile territories

·; provide additional working capital to InternetQ's newly acquired South East Asian operation, I-POP

·; support an ongoing IT and systems maintenance upgrade programme across the Group's operations

·; strengthen InternetQ's balance sheet whilst providing additional funds for both organic and acquisitive growth

 

The new ordinary shares being conditionally placed represent approximately 14.3% of the enlarged issued share capital. The placing will be subject inter alia to the passing of certain resolutions at InternetQ's AGM to be held on 28 June 2011. Application will be made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM ("Admission"). It is expected that this will occur and that dealings will commence at 8.00 a.m. on 1 July 2011.

 

The new ordinary shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of InternetQ, including the right to receive all dividends and other distributions declared or paid thereon following Admission. Following Admission, InternetQ will have 30,466,758 ordinary shares of 0.25 pence each in issue.

 

Konstantinos Korletis, Chief Executive Officer commented:

 

"We are delighted with the strong demand from both existing and new institutional investors. The board firmly believes InternetQ is well positioned for growth and with this additional capital injection we plan to accelerate a number of key initiatives."

 

 

For further details

 

InternetQ

Konstantinos Korletis, Chief Executive Officer

Veronica Nocetti, Finance Director

Tel: +30 211 101 1101

Tel: +30 (693) 260 0128

Tel: +30 (694) 420 5275

Grant Thornton Corporate Finance

Fiona Kindness / Alex Wright

Tel: +44 (0)20 7383 5100

RBC Capital Markets

Stephen Foss / Pierre Schreuder / Daniel Conti

Tel: +44 (0)20 7653 4000

Buchanan Communications

Jeremy Garcia / Tim Thompson

Tel: +44 (0)20 7466 5000

 

About InternetQ

InternetQ is a trusted global leader in mobile marketing and digital entertainment solutions listed on the AIM market of the London Stock Exchange. Its proprietary technology platforms support some of today's most recognized brands and enterprises with innovative solutions to help manage mobile interactive communications and push the frontiers in digital mobile entertainment.

 

 

The Placees will be deemed to have read and understood this announcement, including the Appendix, in its entirety and to be accepting such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in the Appendix.

APPENDIX

 

TERMS AND CONDITIONS - IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

 

Details of the Placing

The Broker has today entered into the Placing Agreement under which, subject to the conditions set out therein, the Broker has agreed to use reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price.

The Placing is conditional upon the Placing Agreement becoming unconditional in all respects, including, inter alia, the Resolutions being passed without amendment at the AGM on 28 June 2011.

The Placing Shares will, when issued, be subject to the articles of association of InternetQ, be credited as fully paid and will rank pari passu in all respects with the Ordinary Shares then in issue including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of the Placing Agreement.

As part of the Placing, InternetQ has agreed that it will not, for a period of 6 months after the date of the Placing Agreement, enter into, or incur any obligation to make, any commitment or agreement, or put itself in a position where it is obliged to announce that any commitment or agreement may be entered into or made, which in either case is or might be material in the context of the Placing, without the prior written approval of the Broker (such approval not to be unreasonably withheld or delayed).

 

Application for Admission

Subject to the passing of the Resolutions, application will be made to London Stock Exchange for admission to trading of the Placing Shares on AIM. It is expected that Admission will become effective on or around 1 July 2011 and that dealings in the Placing Shares will commence at that time.

 

Participation in, and principal terms of, the Placing

1. RBC is acting as broker and agent of InternetQ.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Broker. The Broker and its affiliates are each entitled to participate in the Placing as principal.

3. The Issue Price and the number of Placing Shares to be issued has been agreed between RBC and InternetQ following completion of the Bookbuild.

4. Each prospective Placee's Placing Participation has been determined by the Broker in its sole discretion and confirmed orally and/or via written correspondence by the Broker as agent of InternetQ. That oral and/or written confirmation constitutes an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Issue Price on the terms and conditions set out in this Appendix and in accordance with InternetQ's articles of association.

5. Each Placee also has an immediate, separate, irrevocable and binding obligation, owed to the Broker as agent of InternetQ, to pay in cleared funds immediately on the settlement date in accordance with the Registration and Settlement requirements set out below, an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to subscribe and InternetQ has agreed to allot and issue to that Placee, conditional upon the passing of the Resolutions and Admission becoming effective.

6. Irrespective of the time at which a Placee's Placing Participation is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

7. Completion of the Placing will be subject to the passing of the Resolutions and fulfilment of the other conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement". In the event that the Resolutions are not passed or the Placing Agreement does not become unconditional in any other respect or is terminated, the Placing will not proceed and all funds delivered by you to us in respect of your Placing Participation will be returned to you at your risk without interest.

8. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

9. To the fullest extent permissible by law, neither the Broker nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Broker nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Broker's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Broker and InternetQ may agree.

 

Conditions of the Placing

The Placing Agreement is conditional on, inter alia:

(a) the passing of the Resolutions at a AGM held on 28 June 2011 without amendment (or such later date as InternetQ and the Broker may agree, not being later than 21 July 2011);

(b) InternetQ certifying immediately prior to Admission that (i) save as previously notified to the Broker, none of the warranties and representations contained in the Placing Agreement were untrue, inaccurate or misleading at the date of the Placing Agreement or has at any time from that date become untrue, inaccurate or misleading in any material respect, and (ii) it has complied with its obligations under the Placing Agreement to the extent the same are to be performed or satisfied prior to Admission;

(c) InternetQ allotting, subject to the passing of the Resolutions at a AGM on 28 June 2011 and to Admission, the Placing Shares in accordance with the Placing Agreement; and

(d) Admission taking place not later than 8.00 a.m. (London time) on 1 July 2011 or such later date as InternetQ and the Broker may otherwise agree (not being later than 8.00 a.m. on 22 July 2011).

If (i) any of the conditions contained in the Placing Agreement have not been fulfilled or waived by the Broker by the respective time or date where specified (or such later time or date as InternetQ and the Broker may agree), (ii) any of such conditions becomes incapable of being satisfied or (iii) the Placing Agreement is terminated, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Broker may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment, in whole or in part, of any or all of the conditions in the Placing Agreement (to the extent permitted by law or regulations) by giving notice in writing to InternetQ. Any such waiver will not affect Placees' commitments as set out in this announcement.

None of the Broker, InternetQ or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Broker.

 

Termination of the Placing

The Broker is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to InternetQ if, inter alia:

(a) any of the warranties or representations given by InternetQ in the Placing Agreement is untrue, incorrect or misleading in any material respect; or

(b) there has been a material breach by InternetQ of any of its obligations under the Placing Agreement; or

(c) there has been a material adverse change in, or any development involving a prospective material adverse change in or affecting, the condition, financial or otherwise, or the earnings or business affairs or business prospects of InternetQ, whether or not arising in the ordinary course of business since the date of the Placing Agreement;

(d) there has been (i) a suspension of trading in securities generally on the London Stock Exchange, (ii) a declaration of a banking moratorium in London or any material disruption to commercial banking or securities settlement or clearance services in the UK, (iii) a change, or development involving a prospective change, in United Kingdom national, or international, financial, economic, political, industrial or market conditions or currency exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK of a national emergency or war or any other calamity or crisis, in each case as would be considered by the Broker in its absolute discretion, to be likely to have an adverse effect on the financial or trading position or the business or prospects of the Group which is material in the context of the Group as a whole or which renders the Placing impracticable or inadvisable.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from its respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by the Broker of any right of termination or by the Broker of any other discretion under the Placing Agreement shall be within the absolute discretion of the Broker, as the case may be, and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

 

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this announcement (including the Appendix) released by InternetQ today.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including the Appendix) is exclusively the responsibility of InternetQ and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of InternetQ or the Broker or any other person (including but not limited to the investor presentation given by InternetQ in connection with its recent roadshow) and neither InternetQ or the Broker nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of InternetQ in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by CREST, subject to certain exceptions. InternetQ reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if in the Broker' reasonable opinion delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Broker.

 

CREST participant ID of RBC:

388

Trade date:

28 June 2011

Settlement date:

1 July 2011

ISIN code for the Placing Shares:

GB00B5BJJR09

Deadline for input instructions into CREST:

3:00 p.m. (UK time) on 28 June 2011

 

InternetQ will deliver the Placing Shares to a CREST account operated by RBC as agent for InternetQ and RBC will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 1 July 2011 on a T + 3 basis in accordance with the instructions given to the Broker.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Broker.

Each Placee is deemed to agree that, if it does not comply with these obligations, InternetQ may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for InternetQ's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

 

Representations and Warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf):

1. Represents and warrants that it has read this announcement, including the Appendix, in its entirety;

2. Confirms that the exercise by RBC of any right of termination or any right of waiver exercisable by RBC contained in the Placing Agreement, without limitation, the right to terminate the Placing Agreement, is within the absolute discretion of RBC and neither will have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights;

3. Acknowledges that if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing Agreement is terminated or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and its rights and obligations hereunder shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;

4. Acknowledges that no offering document or prospectus has been, or will be, prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

5. Acknowledges that the Ordinary Shares are (and the Placing Shares will be) listed on AIM, and InternetQ is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other AIM listed company, without undue difficulty;

6. Acknowledges that neither the Broker or InternetQ nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placing Shares or InternetQ or any other person other than this announcement; nor has it requested the Broker or InternetQ nor any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

7. Acknowledges that (i) it is not and, if different the beneficial owner of the Placing Shares is not at the time the Placing Shares are acquired will not be a resident of Australia, Canada, Japan or the United States, and (ii) that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;

8. Acknowledges that the content of this announcement is exclusively the responsibility of InternetQ and that neither the Broker nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this announcement or any information previously published by or on behalf of InternetQ and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this announcement and any information previously published by InternetQ by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Broker or InternetQ and neither the Broker nor InternetQ will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of InternetQ in deciding to participate in the Placing;

9. Represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);

10. Represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity the Broker has not received such satisfactory evidence, the Broker may, in its absolute discretion, terminate your Placing Participation in which event all funds delivered by you to the Broker pursuant to this letter (if any) will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

11. If a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Broker has been given to the proposed offer or resale;

12. Represents and warrants that it has not offered or sold and, prior to the expiry of a period of 6 months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

13. Represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

14. Represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

15. Represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

16. Represents and warrants that it is a "qualified investor" within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

17. Represents and warrants that it and any person acting on its behalf is entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the InternetQ, or otherwise;

18. Acknowledges that the Placing Shares are being offered and sold pursuant to Regulation S under the Securities Act in an "offshore transaction" (as such term is defined in Regulation S under the Securities Act) and the Placing Shares have not been and will not be registered under the Securities Act;

19. Undertakes that it (and any person acting on its behalf) will make or procure payment for the Placing Shares allocated to it in accordance with this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Broker may in its discretion determine and without liability to such Placee;

20. Acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that InternetQ may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

21. Acknowledges that neither the Broker, nor any of its respective affiliates, nor any person acting on behalf of the Broker, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Broker and that the Broker has no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

22. Undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Broker nor InternetQ will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify InternetQ and the Broker in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the Broker who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

23. Acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by InternetQ or the Broker in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

24. Agrees that InternetQ and the Broker and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Broker on its own behalf and on behalf of InternetQ and are irrevocable;

25. Agrees to indemnify and hold InternetQ and the Broker and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

26. Acknowledges that its commitment to subscribe Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to InternetQ's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of InternetQ and the Broker. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from InternetQ for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither InternetQ nor the Broker shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Broker accordingly;

27. Acknowledges that no action has been or will be taken by any of InternetQ, the Broker or any person acting on behalf of InternetQ or the Broker that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required; and

28. Acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and are able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of InternetQ and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Broker or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Broker, any money held in an account with the Broker on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Broker's money in accordance with the client money rules and will be used by the Broker in the course of its own business; and the Placee will rank only as a general creditor of the Broker. All times and dates in this announcement may be subject to amendment. The Broker shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

 

Definitions

The following definitions apply throughout this announcement:

 

Admission

the admission of the Placing Shares to trading on AIM becoming effective (pursuant to Rule 6 of the AIM Companies Rules)

AGM

InternetQ's annual general meeting

AIM

the AIM, a market operated by The London Stock Exchange

AIM Companies Rules

the provisions of the AIM Rules for companies published by the London Stock Exchange (as amended or reissued from time to time)

AIM Nomad Rules

the provisions of the AIM Rules for Nominated Advisers published by the London Stock Exchange (as amended or reissued from time to time)

AIM Rules

together the AIM Companies Rules and the AIM Nomad Rules

Bookbuild

the bookbuilding exercise undertaken by RBC

Broker or RBC

Royal Bank of Canada Europe Limited

Business Day

a day not being a Saturday, a Sunday or public holiday on which banks are open for business in the City of London

CA 2006

the Companies Act 2006 (as amended from time to time)

CREST

the relevant system (as defined in the CREST Regulations) of which Euroclear UK & Ireland is the Operator (as defined in the CREST Regulations)

CREST Regulations

the Uncertificated Securities Regulations 2001

Euroclear UK & Ireland

Euroclear UK & Ireland Limited, a company incorporated in England and Wales, being the Operator of CREST

FSA

The Financial Services Authority

FSMA

the Financial Services and Markets Act 2000

Group

InternetQ and its subsidiaries

holding company

means a parent undertaking (as defined by section 1162 CA 2006) or a holding company (as defined by section 1159 CA 2006) and in interpreting those sections for the purposes of this Agreement, a company is to be treated as the holding company or the parent undertaking as the case may be of another company even if its shares in the other company are registered in the name of (i) a nominee, or (ii) any party holding security over those shares, or that secured party's nominee

Issue Price

275 pence in cash per Placing Share

Issue Documents

this announcement and the US Placing Letter

London Stock Exchange

the London Stock Exchange plc

Operator

the meaning given to it in the CREST Regulations

Ordinary Shares

ordinary shares of £0.0025 each in the capital of InternetQ

Placees

persons procured by the Broker in accordance with the Placing Agreement to subscribe for Placing Shares pursuant to the Placing

Placing

the placing of the Placing Shares on the terms of the Issue Documents

Placing Agreement

the agreement entered into between the Broker and InternetQ in connection with the Placing

Placing Participation

a Placee's allocation in the Bookbuild

Placing Shares

the 4,363,636 Ordinary Shares to be issued by InternetQ pursuant to the Placing

Prospectus Directive

the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC) (as amended) (including any relevant implementing measure in any member state)

Regulations

the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2007

Regulation S

Regulation S under the Securities Act

Regulatory Information Service

any of the services set out on the list maintained by the London Stock Exchange as set out in the AIM Rules

Resolutions

the resolution numbers 3 and 4 in InternetQ's notice of AGM dated 24 May 2011

Securities Act

the US Securities Act of 1933 as amended

subsidiary

a subsidiary or a subsidiary undertaking as defined in sections 1159 or 1162 CA 2006 respectively and in interpreting those sections for the purposes of this Agreement, a company is to be treated as a member of a subsidiary or a subsidiary undertaking as the case may be even if its shares are registered in the name of (i) a nominee, or (ii) any party holding security over those shares, or that secured party's nominee

US Placing Letter

the placing letter and attached confirmation sent by the Broker to relevant Placees setting out the terms and conditions of the Placing, in the agreed form

 

 

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