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Rule 2.7 Announcement

1st Mar 2016 15:31

RNS Number : 6799Q

Toscafund Asset Management LLP

01 March 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

1 March 2016

RECOMMENDED CASH OFFER

for

INTERNETQ PLC

DMWSL 805 LIMITED

Further to the announcement by InternetQ plc ("InternetQ" or the "Company") on 2 February 2016 that the Company had been approached by Toscafund Asset Management LLP ("Toscafund"), Penta Capital LLP ("Penta") and Panagiotis Dimitropoulos, the founder and Chief Executive Officer of InternetQ (with Toscafund, Penta and Panagiotis Dimitropoulos being together referred to as the "Consortium"), the Consortium and the Independent Directors of InternetQ are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which DMWSL 805 Limited ("Bidco"), a newly incorporated company formed by the Consortium, will acquire the existing issued and to be issued share capital of InternetQ not already owned, or agreed to be acquired, by Bidco, to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act (the "Offer").

Summary

§ Under the terms of the Offer, InternetQ Shareholders will be entitled to receive 180 pence in cash for each InternetQ Share held (the "Offer Price").

§ The Offer Price represents a premium of approximately:

§ 120.2 per cent. to the Closing Price per InternetQ Share of 81.75 pence on 1 February 2016, being the last Business Day prior to the announcement of the possible offer and consequent commencement of the Offer Period; and

§ 36.2 per cent. to the Closing Price per InternetQ Share of 132.125 pence on 29 February 2016, being the last Business Day prior to the date of this announcement.

§ The Offer values the existing issued share capital of InternetQ at approximately £72.2 million.

§ The Independent Directors of InternetQ (being Timothy Weller, Iain Johnston, Harris Jones and Robert Beveridge), who have been so advised by Akira Partners LLP, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors, Akira Partners LLP has taken into account the commercial assessments of the Independent Directors. The Independent Directors intend to recommend unanimously that InternetQ Shareholders accept the Offer, as the Independent Directors who hold InternetQ Shares have irrevocably undertaken to do in respect of their own beneficial holdings in InternetQ amounting to, in aggregate, 168,471 existing issued InternetQ Shares, representing approximately 0.42 per cent. of the existing issued share capital of InternetQ. Akira Partners LLP is providing independent financial advice to the Independent Directors for the purposes of Rule 3 of the City Code. In accordance with Rule 13 of the AIM Rules, the Independent Directors have also consulted with InternetQ's nominated adviser.

§ Veronica Nocetti, a non-independent director of InternetQ, has also given an irrevocable undertaking to Bidco to accept the Offer in respect of (i) her existing holding of 111,875 InternetQ Shares and (ii) 15,000 InternetQ Shares which she is entitled to acquire at nominal value under the InternetQ Share Plan.

§ Bidco has also received a non-binding letter of intent to accept the Offer from Schroder Investment Management Limited in respect of a total of 4,918,046 InternetQ Shares, representing approximately 12.26 per cent. of the existing issued share capital of InternetQ.

§ Panagiotis Dimitropoulos is interested in 18,468,750 InternetQ Shares which are held through his wholly owned investment company Pitragon Investments Limited ("Pitragon"). Pitragon's holding of 18,468,750 InternetQ Shares represents approximately 46.03 per cent. of the existing issued share capital of InternetQ. In addition, Panagiotis Dimitropoulos is entitled to acquire a further 40,000 InternetQ Shares at nominal value under the InternetQ Share Plan which he will direct are issued to Pitragon. Funds managed or advised by Toscafund own, in aggregate, 3,311,270 InternetQ Shares, representing approximately 8.25 per cent. of the existing issued share capital of InternetQ. Pitragon and the funds managed or advised by Toscafund will exchange all of their existing holdings of InternetQ Shares (together with those InternetQ Shares which will be issued to Pitragon pursuant to the InternetQ Share Plan) into shares and loan notes in Bidco conditionally and immediately upon the Offer becoming, or being declared, unconditional in all respects pursuant to the Share Exchange Agreements (or shortly thereafter in the case of the InternetQ Shares to be issued to Pitragon pursuant to the InternetQ Share Plan). Accordingly, Bidco has conditionally agreed to acquire 21,780,020 existing issued InternetQ Shares representing, in aggregate, approximately 54.28 per cent. of the existing issued share capital of InternetQ.

§ Accordingly, Bidco has received irrevocable undertakings to accept, or procure the acceptance of, the Offer and a letter of intent to accept the Offer in respect of, in aggregate, 5,198,392 existing issued InternetQ Shares, representing in aggregate approximately 12.96 per cent. of the existing issued share capital of InternetQ. In addition, pursuant to the Share Exchange Agreements, Bidco has conditionally agreed to acquire a further 21,780,020 existing issued InternetQ Shares, representing approximately 54.28 per cent. of the existing issued share capital of InternetQ.

§ Toscafund is a leading multi-asset manager based in London with approximately US$4.1 billion of assets under management as at 31 January 2016. Penta is an active private equity investor in UK mid-market companies. Over the last several years, Penta has sought to invest in well-positioned market leaders, with select investments in the telecoms and telecoms infrastructure sector. Panagiotis Dimitropoulos is the founder and Chief Executive Officer of InternetQ. He founded InternetQ in 2000 and has grown the business to become a major market provider of mobile marketing and digital entertainment solutions globally. He oversaw InternetQ's admission to AIM in 2010.

§ The Offer will be conditional upon, amongst other things, Bidco receiving valid acceptances (which have not been withdrawn) in respect of InternetQ Shares which, together with the InternetQ Shares acquired, or agreed to be acquired, by Bidco before or during the Offer Period (whether pursuant to the Offer or otherwise) will result in Bidco holding InternetQ Shares carrying, in aggregate, 75 per cent. or more (or such lower percentage as Bidco may, subject to the Code, decide) of the voting rights then normally exercisable at general meetings of InternetQ.

§ If the Offer becomes, or is declared, unconditional in all respects and Bidco receives valid acceptances in respect of InternetQ Shares which, together with the InternetQ Shares acquired, or agreed to be acquired, before or during the Offer by Bidco, represent not less than 75 per cent. of the voting rights attaching to the InternetQ Shares, Bidco intends to procure that InternetQ will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of the InternetQ Shares. Cancellation of admission to trading on AIM will be conditional upon the consent of the London Stock Exchange and such cancellation is likely to reduce significantly the liquidity and marketability of any InternetQ Shares in respect of which the Offer has not been accepted at such time. It is also intended that, following implementation of the Offer, Bidco will seek to re-register InternetQ as a private limited company.

§ If the Offer becomes, or is declared, unconditional in all respects and Bidco receives valid acceptances of the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the InternetQ Shares to which the Offer relates and 90 per cent. or more of the voting rights attaching to such shares, Bidco intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act to acquire compulsorily, on the same terms as the Offer, the remaining InternetQ Shares in respect of which the Offer has not at such time been accepted.

Commenting on the Offer, Timothy Weller, Non-Executive Chairman of InternetQ, said:

"The Board believes that the Offer will allow our shareholders to realise fair value and will provide our employees and our customers with greater certainty, away from the currently challenging public market environment. It is clear the Company needs to continue to invest in the transformation of its business, and, in the opinion of the Board, as a private entity, InternetQ will be more agile and better able to capitalise on some of the many opportunities available to it in the fast moving mobile marketing and music streaming sectors, where it is crucial to be able to quickly adjust one's strategy and offering to make the most of new prospects as they arise. We wish Panagiotis and his team well and look forward to watching the Company's progress in the future."

Commenting on the Offer, Panagiotis Dimitropoulos, Chief Executive Officer of InternetQ and a member of the Consortium, said:

"I want to thank our loyal staff and shareholders for their support over the last six years, particularly those who have been with us since the start of our journey. This is an exciting opportunity for our Company and one that we feel will benefit it in the long term. Toscafund and Penta have been supportive shareholders in Akazoo, and recently in InternetQ, and understand our business well. We have worked well together since they took a significant stake in Akazoo in July 2015 and believe that they bring a shared commitment and vision which will provide InternetQ with the enhanced financial and operational flexibility it needs as it seeks to execute its strategy for the longer term and to stay ahead of its competitors.

As a private business we will be able to adopt a more flexible approach in adapting to changing market dynamics which will better enable us to further accelerate our growth in existing and new geographies than if we remained a publicly listed business. I would like to thank the Board for its support over the years, and particularly in recent months. We look forward to bringing our employees with us into the next chapter as we continue to strive to become a global leader in mobile marketing and music streaming."

This summary should be read in conjunction with the following full announcement and the Appendices. The Offer will be subject to the conditions and principal further terms set out in this announcement and to the full terms and conditions that will be set out in the Offer Document and, in respect of InternetQ Shares held in certificated form, the Form of Acceptance.

It is intended that the Offer Document and the Form of Acceptance containing further details of the Offer will be despatched to InternetQ Shareholders (other than to persons in a Restricted Jurisdiction) and to holders of awards over InternetQ Shares under the InternetQ Share Plan as soon as practicable and, in any event, not later than 28 days after the date of this announcement (unless agreed otherwise with the Panel).

Appendix 2 contains bases and sources of certain information contained in this summary and the following announcement. Appendix 3 contains details of irrevocable undertakings received by Bidco. Appendix 4 contains the definitions of certain terms used in this announcement.

Enquiries:

Toscafund Asset Management LLP

Nigel Gliksten Tel: +44(0) 207 845 6100

Whitman Howard Limited (financial adviser to Bidco)

Nick Lovering/Ranald McGregor-Smith Tel: +44 (0) 207 659 1234

Akira Partners LLP (Rule 3 adviser and financial adviser to InternetQ)

Panos Metsis/Fanis Tsarouchis Tel: +44 (0) 207 854 1921

RBC Capital Markets (Nominated adviser and joint corporate broker to InternetQ)

Pierre Schreuder/Ema Jakasovic Tel: +44 (0) 207 653 4000

Canaccord Genuity (Joint corporate broker to InternetQ)

Simon Bridges/Emma Gabriel Tel: +44 (0) 207 523 8000

FTI Consulting LLP (media enquiries for InternetQ)

Charles Palmer/Chris Lane/Nicola Krafft/Karen Tang Tel: +44 (0) 20 3727 1000

Whitman Howard Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Whitman Howard Limited is acting as financial adviser exclusively for Toscafund and Bidco and no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Toscafund and Bidco for providing the protections afforded to clients of Whitman Howard Limited, nor for providing advice in relation to any matter referred to herein.

Akira Partners LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for InternetQ as its Rule 3 adviser and financial adviser and for no-one else in connection with the Offer and this announcement and will not be responsible to anyone other than InternetQ for providing the protections afforded to clients of Akira Partners LLP nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

IMPORTANT NOTES

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and, in respect of InternetQ Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the Offer by InternetQ Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other, tax laws. Each InternetQ Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.

This announcement has been prepared for the purpose of complying with English law and the City Code and the 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 of England and Wales.

Notice to US investors

The Offer will be made for securities in an English company and InternetQ Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the City Code and UK disclosure requirements, format and style, all of which differ from those in the United States. All financial information that is included in this announcement or that may be included or referred to in the Offer Document or any other documents relating to the Offer, have been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the requirements of the City Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. In the United States, the Offer will be made solely by Bidco and not by its financial adviser.

Both InternetQ and Bidco are companies incorporated under the laws of England and Wales. It may not be possible for InternetQ Shareholders in the United States to effect service of process within the United States upon InternetQ or Bidco or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue InternetQ or Bidco or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.

Cautionary note regarding forward-looking statements

This announcement, including the information included in this announcement, contains certain forward-looking statements. These statements are based on the current expectations of Bidco or InternetQ (as the case may be) and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on Bidco or InternetQ of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this announcement other than historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results, outcomes and developments to differ materially from those expressed in, or implied by, such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, neither Bidco nor InternetQ can give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Bidco nor InternetQ assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulations.

No profit forecasts or estimates

Nothing in this announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of InternetQ or Bidco and no statement in this announcement should be interpreted to mean that earnings or earnings per share of those entities (where relevant) for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share of those entities (where relevant).

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Purchases outside the Offer

Bidco or its nominees or brokers (acting as agents) may purchase InternetQ Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the Code, the AIM Rules and the rules of the London Stock Exchange.

Publication on websites

A copy of this announcement and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be available free of charge for inspection on InternetQ's website at www.internetq.com, Toscafund's website at www.toscafund.com and Penta's website at www.pentacapital.com during the course of the Offer. The contents of websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.

In accordance with Rule 30.2 of the Code, InternetQ Shareholders may request a hard copy of this announcement by contacting Nick Lovering or Ranald McGregor-Smith at Whitman Howard Limited during business hours on Tel: +44 (0) 207 659 1234 or by submitting a request in writing to either of them at Whitman Howard Limited, First Floor, Connaught House, 1-3 Mount Street, London W1K 3NB.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, InternetQ confirms that as at the date of this announcement, it has in issue and outside of treasury 40,125,972 ordinary shares of 0.25 pence each (and, for the avoidance of doubt, excluding 200,901 InternetQ Shares held in treasury). The International Securities Identification Number for InternetQ Shares is GB00B5BJJR09.

Information relating to InternetQ Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by InternetQ Shareholders, persons with information rights and other relevant persons for the receipt of communications from InternetQ may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Rounding

Certain figures included in this announcement have been subject to rounding adjustments.

Time

All times shown in this announcement are London times, unless otherwise stated.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

RECOMMENDED CASH OFFER

for

INTERNETQ PLC

DMWSL 805 LIMITED

1. Introduction

Further to the announcement by InternetQ plc ("InternetQ" or the "Company") on 2 February 2016 that the Company had been approached by Toscafund Asset Management LLP ("Toscafund"), Penta Capital LLP ("Penta") and Panagiotis Dimitropoulos, the founder and Chief Executive Officer of InternetQ (with Toscafund, Penta and Panagiotis Dimitropoulos being together referred to as the "Consortium"), the Consortium and the Independent Directors of InternetQ are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which DMWSL 805 Limited ("Bidco") will acquire the existing issued and to be issued share capital of InternetQ not already owned, or agreed to be acquired, by Bidco, to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act (the "Offer").

Bidco is a newly incorporated company formed by the Consortium for the purposes of making and implementing the Offer. Further information in relation to Bidco and the Consortium is set out in paragraph 8 of this announcement.

2. The Offer

Under the terms of the Offer, which will be subject to the conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of InternetQ Shares held in certificated form, the Form of Acceptance, InternetQ Shareholders shall be entitled to receive:

for each InternetQ Share held: 180 pence in cash

The Offer Price values the existing issued share capital of InternetQ at approximately £72.2 million and represents a premium of approximately:

§ 36.2 per cent. to the Closing Price per InternetQ Share of 132.125 pence on 29 February 2016, being the last Business Day prior to the date of this announcement.

The InternetQ Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement. Bidco reserves the right to reduce the Offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by InternetQ to the InternetQ Shareholders after the date of this announcement.

3. Interests in InternetQ Shares, irrevocable undertakings and letter of intent

Panagiotis Dimitropoulos is interested in 18,468,750 InternetQ Shares which are held through his wholly owned investment company, Pitragon Investments Limited ("Pitragon"). Pitragon's holding of 18,468,750 InternetQ Shares represents approximately 46.03 per cent. of the existing issued share capital of InternetQ. In addition, Panagiotis Dimitropoulos is entitled to acquire a further 40,000 InternetQ Shares at nominal value under the InternetQ Share Plan which he will direct are issued to Pitragon.

Tosca Opportunity, Tosca Mid Cap and The Pegasus Fund Limited, being funds managed or advised by Toscafund, own in aggregate, 3,311,270 InternetQ Shares, representing approximately 8.25 per cent. of the existing issued share capital of InternetQ.

Pitragon and the funds managed or advised by Toscafund will exchange all of their existing holdings of InternetQ Shares into shares and loan notes in Bidco conditionally and immediately upon the Offer becoming, or being declared, unconditional in all respects pursuant to the Share Exchange Agreements. The 40,000 InternetQ Shares to be issued to Pitragon pursuant to the InternetQ Share Plan will be exchanged by Pitragon for shares and loan notes in Bidco shortly thereafter. Accordingly, Bidco has conditionally agreed to acquire existing issued InternetQ Shares representing, in aggregate, approximately 54.28 per cent. of the existing issued share capital of InternetQ.

In addition, Bidco has received irrevocable undertakings from all of the InternetQ Directors who hold InternetQ Shares (other than Panagiotis Dimitropoulos) to accept, or procure acceptances of, the Offer in respect of (i) their own beneficial holdings amounting to, in aggregate, 280,346 existing issued InternetQ Shares, representing approximately 0.70 per cent. of InternetQ's existing issued share capital and (ii) where relevant, the InternetQ Shares they are entitled to acquire under the InternetQ Share Plan. All of these irrevocable undertakings will cease to be binding if the Offer terminates or lapses in accordance with its terms or otherwise becomes incapable of ever becoming effective. The irrevocable undertakings will cease to be binding in the additional circumstances set out in Appendix 3 to this announcement.

See Appendix 3 for further information in relation to these irrevocable undertakings.

Bidco has also received a non-binding letter of intent to accept the Offer from Schroder Investment Management Limited in respect of a total of 4,918,046 InternetQ Shares, representing approximately 12.26 per cent. of the existing issued share capital of InternetQ.

Accordingly, Bidco has received irrevocable undertakings to accept, or procure the acceptance of, the Offer and a letter of intent to accept the Offer in respect of, in aggregate, 5,198,392 existing issued InternetQ Shares, representing approximately 12.96 per cent. of InternetQ's existing issued share capital. In addition, pursuant to the Share Exchange Agreements, Bidco has conditionally agreed to acquire a further 21,780,020 existing issued InternetQ Shares, representing approximately 54.28 per cent. of the existing issued share capital of InternetQ.

4. Background to and reasons for the Offer

On 9 July 2015, InternetQ announced that a strategic investment of c. £12 million had been made into its music streaming service, Akazoo, by a consortium led by Toscafund and Penta. As part of that transaction, Toscafund and Penta assumed ownership of approximately 23.6 per cent. of the shares of Akazoo Limited with InternetQ continuing to own a majority. The management teams of Toscafund and Penta got to know the executive management of InternetQ, including Panagiotis Dimitropoulos, as a result of that transaction and through the subsequent joint ownership of the enlarged Akazoo business.

As a result of their respect for Panagiotis Dimitropoulos and an appreciation of the perceived upside potential of the wider InternetQ Group, funds managed or advised by Toscafund acquired a shareholding representing 8.25 per cent. of the existing issued share capital of InternetQ, in the normal course of their investment business, between 28 October and 10 November 2015.

On 11 November 2015, following a meeting between Panagiotis Dimitropoulos and representatives of Toscafund to discuss the progress of the Akazoo business, there was a discussion about Toscafund's potential appetite for acquiring those InternetQ Shares owned by third parties. As a result of that conversation, Toscafund, with the consent of the Independent Directors of InternetQ, subsequently commenced discussions with Panagiotis Dimitropoulos about the possible structure and terms of such a transaction and a due diligence exercise.

The members of the Consortium believe that there is a strong rationale for the making of the Offer and for its acceptance by InternetQ Shareholders. InternetQ is a complex group, which has been built up by a highly entrepreneurial team and which now has operations in a number of countries and across two distinct sectors, both of which are relatively new and rapidly changing. While the members of the Consortium believe that InternetQ has a strong management team, they also believe that certain of the challenges facing InternetQ during the foreseeable future could be addressed more effectively as a private company. In particular, the members of the Consortium believe that they can provide additional capital to the Company, to the extent that the continued development of the group requires it, and also, through Penta, operational and strategic insight.

The members of the Consortium are aware of the allegations about the operations and prospects of InternetQ, which were published in December 2015 and which had a negative impact on the Company's share price. The members of the Consortium whole-heartedly endorse the response to those allegations that was issued by the Company on 7 December 2015. Neither the allegations, nor their impact on the share price of the Company, are reasons for the making of the Offer, and discussions between the members of the Consortium had begun prior to the making of those allegations.

The members of the Consortium believe that the Offer represents an attractive opportunity for all InternetQ Shareholders to realise value from their InternetQ Shares at a price per share which is more than double the Closing Price per InternetQ Share on the date prior to the announcement of the possible offer. The Consortium is ideally and uniquely placed to provide this opportunity as a result of the familiarity of its members with the Company and its operations.

5. Background to and reasons for the recommendation

The Company was admitted to the AIM market of the London Stock Exchange in 2010. Since then, it has successfully expanded its presence and operations in multiple countries and regions, and has grown through a combination of organic growth and acquisitions. During this period the InternetQ Group has continued to invest heavily in its main software platforms with a view to developing a competitive advantage and maintaining sufficient strategic flexibility in order to successfully compete in the growing, yet also competitive, sectors of mobile marketing/advertising and music streaming. It has also frequently adjusted and repositioned its strategy to sector developments and market needs. While top line growth has been positive over the period, free cash flow generation has suffered as a result of the aforementioned acquisition activity and capital expenditures, and occasionally adverse working capital developments. The above have mainly been funded through share capital increases, external debt, vendor financing as well as through operating cash flow generation.

InternetQ's diverse service offering and established intellectual property places the InternetQ Group in a favourable position for further business expansion. However, competitive pressures remain, and as such the need for significant capital expenditure is likely to continue in the near future as the InternetQ Group strives to achieve the required scale and accelerate its growth.

In the past year, the share price of the Company and of certain of its peers have suffered from an unfavourable market environment for publicly listed, mid-sized mobile technology businesses. Furthermore, as the InternetQ Group's size and complexity increase, there will be, in the opinion of the Board, growing need for specialist support to assist the InternetQ Group in prioritising and achieving its business and financial goals. An experienced private equity investor such as Penta can provide such direction and financial support at a critical time for the InternetQ Group's growth trajectory.

After due consideration, the Independent Directors have concluded that the Consortium's proposal, if made as an Offer to InternetQ Shareholders, substantially recognises InternetQ's growth prospects, as well as the risks associated with those prospects, and provides certainty, in cash, to InternetQ Shareholders today. The approach by the Consortium was made public on 2 February 2016. Since that date, no other approach for InternetQ has been received.

6. Recommendation

The Independent Directors, who have been so advised by Akira Partners LLP (as the independent adviser for the purpose of Rule 3 of the Code), consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors, Akira Partners LLP has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors intend to recommend unanimously that InternetQ Shareholders accept the Offer, as the Independent Directors who hold InternetQ Shares have irrevocably undertaken to do in respect of their entire beneficial holdings in InternetQ amounting to, in aggregate, 168,471 existing issued InternetQ Shares, representing approximately 0.42 per cent. of the existing issued share capital of InternetQ. In accordance with Rule 13 of the AIM Rules, the Independent Directors have also consulted with InternetQ's nominated adviser.

7. Information relating to InternetQ

The InternetQ Group provides large-scale carrier-grade mobile, social and app-driven marketing solutions and digital entertainment services that effectively leverage the massive global adoption of connected devices. The InternetQ Group delivers these solutions across the following four platforms:

Minimob is a smart mobile marketing and advertising platform for app developers and advertisers that aims to facilitate user acquisition and re-engagement, increase of user average lifetime value and maximisation of mobile inventory through a wide range of tools and advertising formats.

Akazoo is a digital entertainment ecosystem featuring premium and local content, which serves an ever-expanding worldwide audience of social music subscribers.

Mobi-Dialog is a proven mobile marketing platform enabling mobile network operators, brands and media companies to rapidly implement targeted, interactive and measurable promotional campaigns, such as loyalty and rewards programmes.

Kanzaroo is a multi-purpose virtual wallet that gives the flexibility of mobile billing to web publishers, particularly gaming companies, and also supports direct-to-account billing on mobile devices for a wide variety of digital goods.

The Minimob, Mobi-Dialog and Kanzaroo platforms form the InternetQ Group's B2B segment, while the Akazoo platform forms the InternetQ Group's B2C segment. Minimob and Akazoo are the primary growth engines of the InternetQ Group's business.

8. Information relating to the Consortium and Bidco

Toscafund

Toscafund is part of the Old Oak Group, a financial services group based in London, which is engaged in asset management and private equity. It was founded in 2000 by Martin Hughes, its Chief Executive. The holding company for the Old Oak Group is Old Oak Holdings Limited, a company established and owned by Martin Hughes. As at 31 January 2016, the Old Oak Group had combined assets under management of around US$4.1 billion.

Toscafund's primary activity is to act as an investment manager/adviser to a number of investment funds and accounts that follow primarily equity investment strategies. It was incorporated in England and Wales on 13 June 2006 and has been authorised by the FCA to conduct investment business since 31 October 2006. It is also registered as an investment adviser with the US Securities and Exchange Commission. Its principal place of business is at 7th Floor, 90 Long Acre, London WC2E 9RA.

Tosca Opportunity

Tosca Opportunity is an exempted company incorporated with limited liability under the laws of the Cayman Islands on 13 December 2004 pursuant to the Companies Law of the Cayman Islands under registration number 143032. Toscafund acts as investment manager to Tosca Opportunity and the investment objective of Tosca Opportunity is to achieve superior total returns through capital appreciation. Toscafund seeks to achieve these returns by following a strategy of investing in the equity and other securities of small and medium sized UK and European companies.

The unaudited net asset value of Tosca Opportunity was approximately US$544 million as at 31 January 2016, being the latest practicable date prior to the date of this announcement.

Tosca Mid Cap

Tosca Mid Cap is an exempted company incorporated with limited liability under the laws of the Cayman Islands on 7 November 2007 pursuant to the Companies Law of the Cayman Islands under registration number MC-198692. Toscafund acts as investment manager to Tosca Mid Cap and the investment objective of Tosca Mid Cap is to achieve superior total returns through capital appreciation. Toscafund seeks to achieve these returns by following a strategy of investing in the equity and other securities of small and medium sized UK and European companies.

The unaudited net asset value of Tosca Mid Cap was approximately £158 million as at 31 January 2016, being the latest practicable date prior to the date of this announcement.

The Pegasus Fund Limited

The Pegasus Fund Limited is an exempted company incorporated with limited liability under the laws of Bermuda on 2 September 1997 pursuant to the Companies Law of Bermuda under registration number EC 23787. Toscafund acts as investment manager to The Pegasus Fund Limited and the investment objective of The Pegasus Fund Limited is to achieve superior total returns through capital appreciation. Toscafund seeks to achieve these returns by following a strategy of investing in the equity and other securities of small and medium sized UK and European companies.

The unaudited net asset value of The Pegasus Fund Limited was approximately £46.5 million as at 31 January 2016, being the latest practicable date prior to the date of this announcement.

Penta

Penta is an active private equity investor in UK mid-market companies. Over the last several years, it has sought to invest in well-positioned market leaders, similar to InternetQ, with select investments in the telecoms and telecoms infrastructure sector including Six Degrees Group, SpiriTel and Wireless Infrastructure Group, as well as managing Tosca Penta Music LP, the vehicle which invested in Akazoo Limited in July 2015.

Penta was established in 1999 and is majority owned and managed by its partners. Old Oak Holdings Limited, the ultimate parent company of Toscafund, acquired a significant minority position in Penta in 2007, as part of its strategy to establish a broad based asset management group.

Panagiotis Dimitropoulos

Panagiotis Dimitropoulos is the founder and Chief Executive Officer of the InternetQ Group. Panagiotis Dimitropoulos is an international entrepreneur and an expert in the mobile value-added services ("MVAS") industry. He founded InternetQ in 2000 and has grown the business to become a major provider of mobile marketing and digital entertainment solutions globally, listed on AIM. Prior to founding InternetQ, he worked for 10 years in the banking sector and has authored a book on financial derivatives. He studied law at Athens University and holds an MBA from the Athens Laboratory of Business.

Pitragon

Pitragon is a private limited liability company which was incorporated in Cyprus in July 2009 with registered number HE253148. It has its registered office at 214 Arch. Makarios III Avenue, Ideal Building, Floor 2, Flat 201, 3030, Limassol, Cyprus. It was established by Panagiotis Dimitropoulos for the sole purpose of holding shares in InternetQ. Panagiotis Dimitropoulos is the sole shareholder and sole director of Pitragon. Pitragon does not undertake any trading activity and its sole asset is its holding of InternetQ Shares, which it will exchange for shares and loan notes in Bidco pursuant to the Pitragon Share Exchange Agreement if the Offer becomes unconditional in all respects. Pitragon has not published any historical financial information.

Bidco

Bidco is a newly incorporated company formed at the direction of the Consortium for the purpose of implementing the Offer and providing management and strategic services to its subsidiaries. Bidco is currently owned as to 50 per cent. by Toscafund GP Limited and 50 per cent. by Pitragon. Following the Offer becoming, or being declared, unconditional in all respects and completion of the Share Exchange Agreements and the Subscription Agreement, it is anticipated (assuming full acceptance of the Offer) that Bidco will be owned as to 56.44 per cent. by funds managed or advised by Toscafund and 43.56 per cent. by Pitragon. Following the closure of the Offer, Pitragon may, at its option, invest further funds in Bidco to increase its ownership interest in Bidco to 50.00 per cent.

Bidco is a private limited liability company incorporated in England and Wales on 28 September 2015 under the Companies Act with registered number 09798461. It has its registered office at Level 13, Broadgate Tower, 20 Primrose Street, London EC2A 2EW.

The directors of Bidco are Panagiotis Dimitropoulos and David Calder. David Calder is a founding partner of Penta.

Save for activities in connection with the making, implementation and financing of the Offer, Bidco has not carried on any business prior to the date of this announcement, nor has it entered into any obligations. Bidco has not paid any dividends or prepared any historical financial accounts.

The principal activity of Bidco will be to act as a holding company for InternetQ and to provide certain management and strategic services to InternetQ. Bidco's principal investment is the proposed acquisition of InternetQ Shares pursuant to the Offer or otherwise.

9. Financing arrangements of Bidco

Equity arrangements

On 1 March 2016, each member of the Consortium, Pitragon, Tosca Opportunity, Tosca Mid Cap, The Pegasus Fund Limited, Toscafund GP Limited and Bidco entered into a shareholders' agreement which governs (amongst other things) (i) the relationship between the parties to the agreement in relation to the conduct of the Offer and (ii) the management of the future affairs of the Bidco Group (the "Shareholders' Agreement"). The Shareholders' Agreement contains lists of certain actions that require the prior consent of Tosca Opportunity, Tosca Mid Cap and The Pegasus Fund Limited (together being the "Tosca Funds") (for example, adopting or amending the Bidco Group's business plan, setting the annual budget for the Bidco Group, changing the business of the Bidco Group, borrowing money and entering into contracts or arrangements which are outside the ordinary course of business of the Bidco Group).

For so long as Pitragon retains a 25 per cent. shareholding in Bidco and Panagiotis Dimitropoulos is the chief executive officer of Bidco, Pitragon's consent for the majority of such actions is also required. If, in the future, Panagiotis Dimitropoulos ceases to be chief executive officer of Bidco but Pitragon continues to hold a 25 per cent. shareholding in Bidco, Pitragon's consent will be required for a more restricted list of actions.

On 1 March 2016, Bidco and Toscafund entered into a share exchange agreement, which governs (amongst other things) the terms upon which Toscafund shall procure the sale of, and Bidco will purchase, certain InternetQ Shares in exchange for shares and loan notes in Bidco (the "Toscafund Share Exchange Agreement"). These InternetQ Shares are those held by the Tosca Funds. Completion of the Toscafund Share Exchange Agreement will take place conditionally and immediately upon the Offer becoming, or being declared, unconditional in all respects (or on such earlier date as the parties may agree in writing).

On 1 March 2016, Bidco, Panagiotis Dimitropoulos and Pitragon entered into a share exchange agreement, which governs (amongst other things) the terms upon which Pitragon shall procure the sale of, and Bidco will purchase, certain InternetQ Shares in exchange for shares and loan notes in Bidco (the "Pitragon Share Exchange Agreement"). These InternetQ Shares are those held by Pitragon and the 40,000 InternetQ Shares in which Panagiotis Dimitropoulos has an interest or entitlement to acquire under the InternetQ Share Plan. Completion of the Pitragon Share Exchange Agreement will take place conditionally and immediately upon the Offer becoming, or being declared, unconditional in all respects (or on such earlier date as the parties may agree in writing), except that the 40,000 InternetQ Shares in which Panagiotis Dimitropoulos has an interest or entitlement to acquire under the InternetQ Share Plan will be exchanged shortly thereafter following their registration in the name of Pitragon.

On 1 March 2016, Bidco and Toscafund entered into an equity subscription agreement, which governs the terms upon which the Tosca Funds shall subscribe for shares and loan notes to be issued by Bidco for a cash subscription of up to £37.2 million (the "Subscription Agreement"). The purpose of the cash subscription under the Subscription Agreement is to finance the consideration payable under the Offer and to pay certain fees, costs and other expenses in connection with the Offer.

On 1 March 2016, Bidco executed a loan note instrument under which it constituted the loan notes to be issued to Pitragon pursuant to the terms of the Pitragon Share Exchange Agreement and to be issued to the Tosca Funds pursuant to the terms of the Toscafund Share Exchange Agreement and the Subscription Agreement (the "Loan Note Instrument"). The loan notes will be unsecured, will not pay any interest and will have a final repayment date in 2023.

Waiver Agreement

On 1 March 2016, Bidco and Barclays Bank plc ("Barclays") entered into a waiver agreement in connection with a facility agreement entered into between InternetQ and Barclays dated 13 May 2015 (the "Waiver Agreement"). Under the Waiver Agreement (i) Barclays has agreed to waive its rights under the facility agreement in respect of any change of control of InternetQ that may arise out of or in connection with the Offer or its implementation and to waive InternetQ's obligation to perform a clean-down of the facility in May 2016 (save that if the Offer has not become unconditional in all respects or lapses or is withdrawn by 31 May 2016 (or such later date as the parties may agree) then such clean-down obligation, and Barclays' rights under the facility agreement in relation thereto, shall be re-instated), and (ii) Bidco has undertaken to procure that the total commitments under the facility shall be reduced by certain amounts during 2016 if the Offer becomes unconditional in all respects.

10. Management, employees and locations

As explained in paragraph 4 of this announcement, Bidco remains supportive of InternetQ although it considers that InternetQ's development would be better served if it were unquoted.

Bidco attaches great importance to the skills, expertise and knowledge of the existing management and employees of InternetQ and expects them to play a leading role in growing its business. If the Offer is declared unconditional in all respects, Bidco intends to build on the successful investment in the business made by the existing management team.

Bidco has significant understanding of InternetQ's operations, as a result of Toscafund and Penta's shareholding in Akazoo Limited and the involvement of Panagiotis Dimitropoulos in Bidco. Although Bidco has not had detailed discussions about the operational management of its operations on an ongoing basis, it is the current belief of Bidco that, if the Offer is declared unconditional in all respects, Bidco does not anticipate carrying out any material restructuring of InternetQ's business or relocation of its personnel or other significant cost saving exercise, nor any changes to the principal locations of the InternetQ Group's business or any redeployment of its fixed assets.

Bidco confirms that if the Offer is declared unconditional in all respects, it intends to safeguard fully the existing employment and pension rights of all InternetQ's management and employees in accordance with applicable law and to comply with the InternetQ Group's pension obligations for existing employees and members of InternetQ's pension schemes. Bidco's current plans for InternetQ do not involve any material change in the conditions of employment of its employees.

Bidco currently intends to put in place equity incentivisation arrangements for certain senior executives of the InternetQ Group (including Panagiotis Dimitropoulos) if the Offer becomes unconditional in all respects. However, only limited discussions have taken place between the members of the Consortium and no discussions have taken place between any members of the Consortium and any senior executives of the InternetQ Group in relation to this matter. It is currently expected that, subject to tax advice, the arrangements would be structured as options over shares in Bidco exercisable on an exit and that the maximum number of Bidco shares under option would not exceed 10 per cent. of Bidco's issued share capital and all options would be subject to performance criteria.

It is intended that the Independent Directors will cease to be directors of InternetQ on the Offer becoming, or being declared, unconditional in all respects.

11. InternetQ Shares to which the Offer relates and the InternetQ Share Plan

Bidco has already conditionally agreed, under the Share Exchange Agreements, to acquire, in aggregate, approximately 54.28 per cent. of InternetQ's existing issued share capital held by Pitragon and funds managed or advised by Toscafund. Accordingly, the Offer will extend to the remaining InternetQ Shares not already owned, or agreed to be acquired by, Bidco, which represent approximately 45.72 per cent. of InternetQ's existing issued share capital.

The Offer will also extend to any InternetQ Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) on or before the date on which the Offer closes as to acceptances (or such earlier date as Bidco may, subject to the Code, decide), including any such InternetQ Shares allotted or issued pursuant to awards granted under the InternetQ Share Plan. If the Offer becomes unconditional in all respects, appropriate proposals will be made to InternetQ Share Plan Participants in accordance with Rule 15 of the Code (if required).

12. Financing of the Offer

The consideration payable under the Offer will be financed by Bidco through the cash subscriptions for shares and loan notes under the Subscription Agreement as referred to at paragraph 9 above.

Whitman Howard Limited, financial adviser to Bidco, confirms that sufficient cash resources are available to Bidco to satisfy full acceptance of the Offer.

Further information in relation to the financing of the Offer will be set out in the Offer Document.

13. Opening Position Disclosure

The Consortium made an Opening Position Disclosure on 3 February 2016 setting out details required to be disclosed by it under Rule 8.1(a) of the Code.

14. Further terms and conditions of the Offer

The Offer is to be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act. Bidco reserves the right to elect to implement the acquisition of InternetQ, with the consent of the Panel and the Independent Directors, by way of a Scheme which would be implemented on the same terms (subject to appropriate amendment) as the Offer. In the event of such an election by Bidco, those InternetQ Shareholders who have given irrevocable undertakings to accept the Offer have agreed to vote in favour of the shareholder resolutions required in connection with the Scheme. Further details of these undertakings are set out in paragraph 3 and in Appendix 3. References to the Offer and the Offer Document in this announcement shall include, where applicable, such Scheme.

The Offer will be subject to the Conditions and further terms set out in this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of InternetQ Shares held in certificated form, the Form of Acceptance.

Appendix 2 contains bases and sources of certain information contained in this announcement. Appendix 3 contains details of irrevocable undertakings received by Bidco. Appendix 4 contains the definitions of certain terms used in this announcement.

The Offer and acceptances thereof will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the City Code, the Panel and the AIM Rules.

15. Cancellation of admission to trading of the InternetQ Shares on AIM, compulsory acquisition and re-registration

If the Offer becomes, or is declared, unconditional in all respects and Bidco receives valid acceptances in respect of InternetQ Shares which, together with the InternetQ Shares acquired, or agreed to be acquired, before or during the Offer by Bidco, represent not less than 75 per cent. of the voting rights attaching to the InternetQ Shares, Bidco intends to procure that InternetQ will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of the InternetQ Shares.

If such an application is made, it is expected that such cancellation of admission to trading on AIM will take effect no earlier than 20 Business Days after the date on which Bidco (together with those acting in concert with it) have, by virtue of their shareholdings and acceptances of the Offer, acquired, or agreed to acquire, 75 per cent. of the voting rights attaching to the InternetQ Shares, subject to the consent of the London Stock Exchange. Bidco will procure that InternetQ makes an announcement through a Regulatory Information Service when the necessary 75 per cent. threshold has been reached confirming that the notice period has commenced and the anticipated date of cancellation.

Cancellation of admission to trading on AIM is likely to reduce significantly the liquidity and marketability of any InternetQ Shares in respect of which the Offer has not at such time been accepted.

If the Offer becomes, or is declared, unconditional in all respects and Bidco receives acceptances of the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the InternetQ Shares to which the Offer relates and 90 per cent. or more of the voting rights attaching to such shares, Bidco intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act to acquire compulsorily, on the same terms as the Offer, the remaining InternetQ Shares in respect of which the Offer has not at such time been accepted.

It is also intended that if the Offer becomes, or is declared, unconditional in all respects and Bidco receives valid acceptances in respect of InternetQ Shares which, together with the InternetQ Shares acquired, or agreed to be acquired, before or during the Offer by Bidco, represent not less than 75 per cent. of the voting rights attaching to the InternetQ Shares, Bidco will seek to re-register InternetQ as a private limited company.

16. Overseas Shareholders

The availability of the Offer to InternetQ Shareholders who are not resident in the UK may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Further details in relation to overseas shareholders will be set out in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

17. Offer-related arrangements

On 18 November 2015, each of Toscafund and Penta entered into a confidentiality and standstill agreement with InternetQ in a customary form in relation to the Offer, pursuant to which, among other things, each of Toscafund and Penta undertook, subject to certain exceptions:

§ to keep confidential information relating to InternetQ and not disclose it to third parties (other than those specifically permitted within the agreement) for a period of two years from 18 November 2015; and

§ not to acquire any interest in the securities of InternetQ for a period of 3 months from 18 November 2015.

18. Documents on display

Copies of the following documents will be published no later than 12 noon on the Business Day following the date of this announcement on InternetQ's website at www.internetq.com, on Toscafund's website at www.toscafund.com and on Penta's website at www.pentacapital.com and shall remain available on those websites whilst the Offer remains open for acceptance:

(a) the irrevocable undertakings and letter of intent discussed in this announcement;

(b) the Shareholders' Agreement, the Share Exchange Agreements, the Subscription Agreement, the Loan Note Instrument and the Waiver Agreement;

(d) this announcement.

19. Expected timetable

It is intended that the Offer Document and the Form of Acceptance containing further details of the Offer will be despatched to InternetQ Shareholders (other than to persons in Restricted Jurisdictions) as soon as practicable and, in any event, not later than 28 days after the date of this announcement (unless agreed otherwise with the Panel).

20. General

Your attention is drawn to the further information contained in the Appendices, which form part of, and should be read in conjunction with, this announcement.

Enquiries:

Toscafund Asset Management LLP

Nigel Gliksten Tel: +44(0) 207 845 6100

Whitman Howard Limited (financial adviser to Bidco)

Nick Lovering/Ranald McGregor-Smith Tel: +44 (0) 207 659 1234

Akira Partners LLP (Rule 3 adviser and financial adviser to InternetQ)

Panos Metsis/Fanis Tsarouchis Tel: +44 (0) 207 854 1921

RBC Capital Markets (Nominated adviser and joint corporate broker to InternetQ)

Pierre Schreuder/Ema Jakasovic Tel: +44 (0) 207 653 4000

Canaccord Genuity (Joint corporate broker to InternetQ)

Simon Bridges/Emma Gabriel Tel: +44 (0) 207 523 8000

FTI Consulting LLP (media enquiries for InternetQ)

Charles Palmer/Chris Lane/Nicola Krafft/Karen Tang Tel: +44 (0) 20 3727 1000

IMPORTANT NOTES

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

Notice to US investors

Cautionary note regarding forward-looking statements

This announcement, including the information included in this announcement, contains certain forward-looking statements. These statements are based on the current expectations of Bidco or InternetQ (as the case may be) and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on Bidco or InternetQ of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this announcement other than historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results, outcomes and developments to differ materially from those expressed in or implied by such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, neither Bidco nor InternetQ can give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Bidco nor InternetQ assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulations.

No profit forecasts or estimates

Dealing and Opening Position Disclosure requirements

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Purchases outside the Offer

Publication on websites

Rule 2.10 disclosure

Information relating to InternetQ Shareholders

Rounding

Certain figures included in this announcement have been subject to rounding adjustments.

Time

All times shown in this announcement are London times, unless otherwise stated.

Appendix 1

Conditions and certain further terms of the Offer

Part A: Conditions of the Offer

1. Acceptance Condition

The Offer will be conditional upon valid acceptances of the Offer being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) as Bidco may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of such number of InternetQ Shares which, together with the InternetQ Shares acquired, or agreed to be acquired, by Bidco before or during the Offer Period (whether pursuant to the Offer or otherwise), will result in Bidco holding InternetQ Shares carrying, in aggregate, 75 per cent. or more (or such lower percentage as Bidco may, subject to the Code, decide) of the voting rights then normally exercisable at a general meeting of InternetQ, provided that this condition will not be satisfied unless Bidco and/or its wholly owned subsidiaries have acquired, or agreed to acquire, before or during the Offer Period (whether pursuant to the Offer or otherwise) InternetQ Shares which carry, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of InternetQ, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to InternetQ Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Condition:

1.1. InternetQ Shares which have been unconditionally allotted but not issued before the Offer becomes, or is declared, unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry upon issue;

1.2. InternetQ Shares (if any) that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are InternetQ Shares to which the Offer relates; and

1.3. valid acceptances shall be deemed to have been received in respect of any InternetQ Shares that Bidco or any of its Associates shall have acquired, or unconditionally contracted to acquire, pursuant to section 979(8) and, if applicable, section 979(9) of the Companies Act.

2. Further Conditions

In addition, subject as stated in Part B of this Appendix 1 and to the requirements of the Panel, the Offer will be conditional upon the following conditions (as amended, if appropriate) being satisfied or, where relevant, waived:

2.1. Notifications, waiting periods and authorisations

All material notifications, filings or applications which are necessary or reasonably considered appropriate in connection with the Offer having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and all material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions and approvals ("Authorisations") deemed necessary or reasonably appropriate by Bidco in any jurisdiction for, or in respect of, the Offer and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, InternetQ having been obtained in terms and in a form reasonably satisfactory to Bidco from any appropriate central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body or authority, court, trade agency, professional association, institution, employee representative body or any other body or person whatsoever in any jurisdiction or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the InternetQ Group has entered into contractual arrangements and all such Authorisations necessary or reasonably appropriate to carry on the business of any member of the InternetQ Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and there being no notice or written intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations.

2.2. General anti-trust and regulatory

No Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, inquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

2.2.1. require, prevent or materially delay or affect the divestiture or materially prejudice the terms envisaged for such divestiture by any member of the InternetQ Group or Bidco of all or any material part of their respective businesses, assets or property or of any InternetQ Shares or other securities in InternetQ or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the InternetQ Group taken as a whole;

2.2.2. except pursuant to Chapter 3 of Part 28 of the Companies Act, require Bidco to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the InternetQ Group or any asset owned by any Third Party (other than in connection with the implementation of the Offer);

2.2.3. impose any limitation on, or result in a material delay in, the ability of Bidco, directly or indirectly, to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in InternetQ or on the ability of any member of the InternetQ Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the InternetQ Group, in each case to an extent which is material in the context of the InternetQ Group taken as a whole;

2.2.4. otherwise adversely affect any or all of the business, assets, financial or trading position, profits or prospects of any member of the InternetQ Group or Bidco to an extent which is material in the context of the InternetQ Group taken as a whole, or Bidco (as the case may be);

2.2.5. result in any member of the InternetQ Group or Bidco ceasing to be able to carry on business to the extent conducted at the date of this announcement under any name under which it presently carries on business to an extent which is material in the context of the InternetQ Group taken as a whole, or Bidco (as the case may be);

2.2.6. make the Offer or its implementation, or the acquisition or proposed acquisition of any shares or other securities in, or control of, InternetQ by Bidco, void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay the same or otherwise interfere with the Offer or its implementation, or impose material additional conditions or obligations with respect to, or otherwise materially impede, interfere or require amendment of the Offer or the acquisition, or proposed acquisition, of any shares or other securities in, or control of, InternetQ by Bidco to an extent which is material in the context of the Offer;

2.2.7. require, prevent or materially delay a divestiture by Bidco of any shares or other securities (or the equivalent) in any member of the InternetQ Group to an extent which is material in the context of the InternetQ Group taken as a whole, or Bidco (as the case may be); or

2.2.8. impose any limitation on the ability of Bidco to conduct or integrate all or any part of its business with all or any part of the business of Bidco and/or the InternetQ Group to an extent which is material in the context of the InternetQ Group taken as a whole, or Bidco (as the case may be),

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer having expired, lapsed or been terminated.

2.3. Certain matters arising as a result of any arrangement, agreement, etc.

Except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the InternetQ Group is a party or by or to which any such member or any of its assets is, or may be, bound, entitled or subject, or any event or circumstance which, as a consequence of the Offer or because of the change in the control of InternetQ or any other member of the InternetQ Group represented by the Offer, would, or might reasonably be expected to, result in (in any case to an extent which is, or would be, material in the context of the InternetQ Group taken as a whole):

2.3.1. any monies borrowed by, or any other indebtedness, whether actual or contingent, of, or any grant available to, any member of the InternetQ Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

2.3.2. the creation or enforcement of any mortgage, charge or other security interest over the whole, or any part, of the business, property or assets of any member of the InternetQ Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

2.3.3. any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the InternetQ Group therein being adversely modified or adversely affected, or any obligation or liability arising or any adverse action being taken or arising thereunder;

2.3.4. any liability of any member of the InternetQ Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

2.3.5. the rights, liabilities, obligations, interests or business of any member of the InternetQ Group under any such arrangement, agreement, lease, licence, franchise, permit or other instrument, or the interests or business of any member of the InternetQ Group in or with any other person, body, firm or company (or any agreement or arrangement relating to any such interests or business) being, or becoming capable of being, terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

2.3.6. any member of the InternetQ Group ceasing to be able to carry on business under any name under which it presently carries on business;

2.3.7. the value of, or the financial or trading position or prospects of, any member of the InternetQ Group being prejudiced or adversely affected; or

2.3.8. the creation or acceleration of any liability (actual or contingent) by any member of the InternetQ Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the InternetQ Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would be expected to result in any of the events or circumstances as are referred to in Conditions 2.3.1 to 2.3.8 (in each case, to an extent which is material in the context of the InternetQ Group taken as a whole).

2.4. Certain events occurring since 31 December 2014

Except as Disclosed, no member of the InternetQ Group having since 31 December 2014:

2.4.1. issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares of any class or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold, or agreed to transfer or sell, or authorised or proposed the transfer or sale of InternetQ Shares out of treasury (except, where relevant, as between InternetQ and wholly owned subsidiaries of InternetQ or between the wholly owned subsidiaries of InternetQ);

2.4.2. recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of InternetQ to InternetQ or any of its wholly owned subsidiaries;

2.4.3. other than pursuant to the Offer (and except for transactions between InternetQ and its wholly owned subsidiaries or between the wholly owned subsidiaries of InternetQ and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment, acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings, in any such case, to an extent which is material in the context of the InternetQ Group taken as a whole;

2.4.4. (except for transactions between InternetQ and its wholly owned subsidiaries or between the wholly owned subsidiaries of InternetQ) disposed of, or transferred, mortgaged or created any security interest over, any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so which, in any case, is material in the context of the InternetQ Group taken as a whole;

2.4.5. (except for transactions between InternetQ and its wholly owned subsidiaries or between the wholly owned subsidiaries of InternetQ) issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or, except in the ordinary course of business, become subject to any contingent liability or incurred or increased any indebtedness which, in any case, is material in the context of the InternetQ Group taken as a whole;

2.4.6. entered into or varied, or authorised, proposed or announced its intention to enter into or vary, any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which involves an obligation of a nature or magnitude which is likely to be restrictive on the business of any member of the InternetQ Group and which, in any case, is material in the context of the InternetQ Group taken as a whole;

2.4.7. entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary, to a material extent, the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the InternetQ Group, save as agreed by Bidco;

2.4.8. proposed, agreed to provide or modified to a material extent the terms of any share option scheme, incentive scheme or other benefit relating to the employment, or termination of employment, of any employee of the InternetQ Group save as agreed by Bidco or which is required pursuant to the implementation of the Offer;

2.4.9. purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in Condition 2.4.1, made any other change to any part of its share capital, save as agreed by Bidco or which is required pursuant to the implementation of the Offer;

2.4.10. waived, compromised or settled any claim (other than in the ordinary course of business or between InternetQ and its wholly owned subsidiaries or between the wholly owned subsidiaries of InternetQ) which is material in the context of the InternetQ Group taken as a whole;

2.4.11. terminated, or varied the terms of, any agreement or arrangement between any member of the InternetQ Group and any other person in a manner which would have a material adverse effect on the financial position of the InternetQ Group taken as a whole;

2.4.12. other than pursuant to the Offer and as envisaged in accordance with the terms of the Offer, made any alteration to its memorandum or articles of association or other incorporation documents, in each case, which is material in the context of the Offer;

2.4.13. except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any material change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or any material change to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, in each case, which is material in the context of the InternetQ Group taken as a whole;

2.4.14. been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased, or threatened to cease, carrying on all, or a substantial part of, its business, in each case, which is material in the context of the InternetQ Group taken as a whole;

2.4.15. (other than in respect of a member of the InternetQ Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments;

2.4.16. entered into, implemented, suffered, authorised the entry into or implementation of, passed any resolution for or proposed a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all, or any material part of, its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, which is material in the context of the InternetQ Group taken as a whole;

2.4.17. (except for transactions between InternetQ and its wholly owned subsidiaries or between the wholly owned subsidiaries of InternetQ) made, authorised, proposed or announced an intention to propose any change in its loan capital, in each case, which is material in the context of the InternetQ Group taken as a whole;

2.4.18. entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, in each case, which is material in the context of the InternetQ Group taken as a whole;

2.4.19. entered into any licence or other disposal of intellectual property rights of any member of the InternetQ Group which is material in the context of the InternetQ Group taken as a whole, and outside the normal course of business; or

2.4.20. entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 2.4.

2.5. No adverse change, litigation, regulatory enquiry or similar

Except as Disclosed, since 31 December 2014 there having been:

2.5.1. no adverse change, and no circumstance having arisen which would or might be reasonably expected to result in any adverse change, in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the InternetQ Group which, in any case, is material in the context of the InternetQ Group taken as a whole;

2.5.2. no litigation, arbitration proceedings, prosecution or other legal proceedings (including, without limitation, with regard to intellectual property rights owned or used by the InternetQ Group) having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the InternetQ Group or to which any member of the InternetQ Group is, or could reasonably be expected to become, a party (whether as claimant, defendant or otherwise), in each case, which might reasonably be expected to have a material adverse effect on the InternetQ Group taken as a whole, or in the context of the Offer;

2.5.3. no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the InternetQ Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the InternetQ Group, in each case which might reasonably be expected to have a material adverse effect on the InternetQ Group taken as a whole, or in the context of the Offer;

2.5.4. no contingent or other liability having arisen or become apparent to Bidco or increased other than in the ordinary course of business which would, or might reasonably be expected to, adversely affect the business, assets, financial or trading position or profits or prospects of any member of the InternetQ Group to an extent which is material in the context of the InternetQ Group taken as a whole, or in the context of the Offer; and

2.5.5. no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the InternetQ Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the InternetQ Group taken as a whole, or in the context of the Offer.

2.6. No discovery of certain matters regarding information, liabilities and environmental issues

Except as Disclosed, Bidco not having discovered:

2.6.1. that any financial, business or other information concerning the InternetQ Group publicly announced prior to the date of this announcement or disclosed at any time to Bidco or to any of its advisers by or on behalf of any member of the InternetQ Group prior to the date of this announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, to an extent which, in any such case, is material in the context of the InternetQ Group taken as a whole;

2.6.2. that any member of the InternetQ Group or any partnership, company or other entity in which any member of the InternetQ Group has a significant economic interest and which is not a subsidiary undertaking of InternetQ is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise, and which is material in the context of the InternetQ Group taken as a whole, or in the context of the Offer;

2.6.3. that any past or present member of the InternetQ Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the InternetQ Group which, in any case, is material in the context of the InternetQ Group taken as a whole;

2.6.4. that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation) would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the InternetQ Group which in any case is material in the context of the InternetQ Group taken as a whole;

2.6.5. that there is, or is reasonably likely to be, any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property or asset currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the InternetQ Group (or on its behalf), or in which any such member may have, or previously have had or be deemed to have had, an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto, which, in any case, is material in the context of the InternetQ Group taken as a whole;

2.6.6. that circumstances exist (whether as a result of the making of the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the InternetQ Group would be likely to be required to institute) an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the InternetQ Group (or on its behalf) or by any person for which a member of the InternetQ Group is or has been responsible, or in which any such member may have, or previously have had or be deemed to have had, an interest, which, in any case, is material in the context of the InternetQ Group taken as a whole;

2.6.7. that InternetQ is subject to any liability, actual or contingent, which is not disclosed in the annual report and accounts of InternetQ for the period ended 31 December 2014 and which is material in the context of the InternetQ Group taken as a whole; or

2.6.8. that circumstances exist whereby a person has, or class of persons have, or is reasonably likely to have, any legitimate claim or claims against any member of the InternetQ Group in respect of any product or process, or materials used therein, now or previously manufactured, sold, supplied or carried out by any past or present member of the InternetQ Group, which, in each case, is material in the context of the InternetQ Group taken as a whole.

2.7. Anti-corruption and criminal property

Except as Disclosed, Bidco not having discovered that:

2.7.1. any member of the InternetQ Group or any person that performs or has performed services for or on behalf of any such member is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation; or

2.7.2. any asset of any member of the InternetQ Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Certain further terms of the Offer

1. Subject to the requirements of the Panel, Bidco reserves the right to waive, in whole or in part, all or any of the above Conditions 2.1 to 2.7 (inclusive). Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

2. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2.1 to 2.7 (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3. If Bidco is required by the Panel to make an offer for InternetQ Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

4. The Offer will lapse, and will not proceed, if there is a Phase 2 CMA reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Offer by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a Phase 2 CMA reference, in any such case before 1.00pm (London time) on the First Closing Date or the time and date at which the Offer becomes, or is declared, unconditional as to acceptances (whichever is the later). The effect of the Offer lapsing is that the Offer will cease to be capable of further acceptance and that Bidco and any InternetQ Shareholders who have accepted the Offer will cease to be bound by prior acceptances of the Offer.

5. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

6. The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction (unless otherwise determined by Bidco).

7. InternetQ Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

8. Insofar as a dividend or other distribution and/or a return of capital is proposed, declared, made, paid or payable by InternetQ in respect of an InternetQ Share on or after the date of this announcement, Bidco reserves the right to reduce the price payable under the Offer in respect of an InternetQ Share by the amount of such dividend and/or distribution and/or return of capital, except in so far as the InternetQ Share is or will be transferred pursuant to the Offer on a basis which entitles Bidco alone to receive the dividend and/or distribution and/or return of capital, but if that reduction to the price has not been effected the person to whom the Offer Price is paid in respect of that InternetQ Share will be obliged to account to Bidco for the amount of such dividend and/or distribution and/or return of capital. If Bidco exercises its right to reduce the Offer consideration by all or part of the amount of such dividend and/or distribution and/or return of capital that has not been paid, InternetQ Shareholders will be entitled to receive and retain that dividend and/or distribution and/or return of capital.

9. Under Rule 13.5 of the Code, Bidco may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Bidco in the context of the Offer. The conditions contained in paragraph 1 of Part A and paragraph 4 of this Part B are not subject to this provision of the Code.

10. The Offer will be governed by the law of England and Wales and will be subject to the jurisdiction of the English courts and to the conditions and further terms set out in this Appendix 1 and to be set out in the Offer Document.

11. The Offer will be subject to applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules.

Appendix 2

Bases and sources

In this announcement:

1. Unless otherwise stated, financial information relating to the InternetQ Group has been extracted or derived (without any adjustment) from the audited annual report and accounts of InternetQ for the year ended 31 December 2014 or from the unaudited interim condensed consolidated financial statements for the InternetQ Group as of and for the six month period ended 30 June 2015.

2. References to the existing issued share capital of InternetQ are to the number of InternetQ Shares in issue outside of treasury as disclosed in InternetQ's announcement dated 2 February 2016, which was 40,125,972 InternetQ Shares (and, for the avoidance of doubt, excludes the 200,901 InternetQ Shares held in treasury at that date). The International Securities Identification Number for InternetQ Shares is GB00B5BJJR09.

3. Unless otherwise stated, all Closing Prices have been derived from Bloomberg L.P.

Appendix 3

Details of irrevocable undertakings

The following holders of InternetQ Shares have given irrevocable undertakings to accept the Offer:

Name of InternetQ Director	Number of existing issued InternetQ Shares	Percentage of existing issued share capital of InternetQ
Veronica Nocetti*	111,875*	0.28%*
Timothy Weller	75,900	0.19%
Iain Johnston	59,837	0.15%
Harris Jones	17,100	0.04%
Robert Beveridge	15,634	0.04%

*Veronica Nocetti has given an irrevocable undertaking to accept the Offer in respect of (i) her existing holding of 111,875 InternetQ Shares and (ii) 15,000 InternetQ Shares which she is entitled to acquire at nominal value under the InternetQ Share Plan.

The irrevocable undertakings from the InternetQ Directors referred to above comprise undertakings to accept the Offer. The undertakings remain binding and shall lapse only if: (i) the Offer Document is not published within 28 days of the date of this announcement (or such later date as may be agreed by the Panel); (ii) the Offer does not become effective or lapses in accordance with its terms or is otherwise withdrawn; (iii) Bidco announces, with the consent of the Panel, that it does not intend to proceed with the Offer; or (iv) a competing offer for InternetQ is declared wholly unconditional or otherwise becomes effective.

For the avoidance of doubt, but without prejudice to any of the above, none of the undertakings referred to in this Appendix 3 shall lapse if Bidco, with the consent of the Panel, announces publicly that it is implementing the Offer by way of a Scheme, having previously proceeded with the implementation of the Offer by way of a takeover offer. In the event that Bidco exercises its right to implement the proposed acquisition of InternetQ Shares by way of a Scheme, the undertakings referred to in this Appendix 3 shall cease to be binding if (i) the Scheme Document is not published within 28 days of the announcement that such election is being made (or such later date as the Panel may agree); and (ii) the Scheme is withdrawn or lapses in accordance with its terms.

Appendix 4

Definitions

"Acceptance Condition"	the Condition set out at paragraph 1 of Part A of Appendix 1 to this announcement
"Admission"	6 December 2010, being the date on which InternetQ Shares were admitted to trading on AIM
"AIM"	AIM, a market of the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange
"Associates"	has the meaning given to it in section 988 of the Companies Act
"Barclays"	Barclays Bank plc
"Bidco"	DMWSL 805 Limited, a private limited company incorporated in England and Wales with registered number 09798461
"Bidco Group"	Bidco and its subsidiaries as defined in the Companies Act
"Board"	the board of directors of InternetQ
"Business Day"	a day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London
"certificated" or "in certificated form"	a share or other security which is not held in uncertificated form (that is, not in CREST)
"City Code" or "Code"	the City Code on Takeovers and Mergers
"Closing Price"	the closing middle market price of an InternetQ Share, as derived from Bloomberg L.P.
"Companies Act"	the Companies Act 2006, as amended from time to time
"Conditions"	the conditions of the Offer set out in Part A of Appendix 1 to this announcement
"Consortium"	together, (i) Toscafund, (ii) Penta, and (iii) Panagiotis Dimitropoulos
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"Disclosed"	(i) disclosed in the annual report and accounts of InternetQ for the period ended 31 December 2014, (ii) Publicly Disclosed, (iii) disclosed in this announcement, or (iv) fairly disclosed to Bidco (or its advisers) by or on behalf of InternetQ prior to the date of this announcement
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"FCA"	the UK Financial Conduct Authority
"First Closing Date"	the date which falls 21 days after the date of posting of the Offer Document
"Form of Acceptance"	the form of acceptance and authority relating to the Offer, which will accompany the Offer Document
"Independent Directors"	Timothy Weller, Iain Johnston, Robert Beveridge and Harris Jones
"InternetQ" or the "Company"	InternetQ plc, a public limited company incorporated in England and Wales with registered number 05512988
"InternetQ Directors"	members of the Board
"InternetQ Group"	InternetQ and its subsidiary and associated undertakings, as such terms are defined in the Companies Act, and each of PT i-POP Indonesia, Minh Phat Telecommunications Services Co. Ltd and InternetQ Mobile (Thailand) Ltd shall be included in the InternetQ Group
"InternetQ Shareholders"	the holders of InternetQ Shares
"InternetQ Share Plan"	the InternetQ Share Incentive Plan
"InternetQ Share Plan Participant"	any person who holds an option, warrant or award granted pursuant to the InternetQ Share Plan
"InternetQ Shares"	the unconditionally allotted or issued and fully paid up (or credited as fully paid up) ordinary shares of 0.25 pence each in the capital of InternetQ, and "InternetQ Share" shall be construed accordingly
"Loan Note Instrument"	the loan note instrument executed by Bidco on 1 March 2016 as described in paragraph 9 of this announcement
"London Stock Exchange"	London Stock Exchange plc
"Offer"	the recommended cash offer to be made by Bidco at the Offer Price in accordance with Part 28 of the Companies Act to acquire the existing issued and to be issued ordinary share capital of InternetQ not already owned or agreed to be acquired by Bidco, another member of the Bidco Group or the Consortium, on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and, in the case of InternetQ Shares held in certificated form, the Form of Acceptance and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
"Offer Document"	the document to be sent to InternetQ Shareholders which will contain, amongst other things, the terms and conditions of the Offer
"Offer Period"	the period commencing on 2 February 2016 and ending on the earlier of the date on which the Offer becomes or is declared unconditional as to acceptances and/or the date on which the Offer lapses or is withdrawn (or such other date as the Panel may decide)
"Offer Price"	180 pence per InternetQ Share
"Opening Position Disclosure"	an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position
"Panel" or "Takeover Panel"	the Panel on Takeovers and Mergers
"Penta"	Penta Capital LLP, a limited liability partnership registered in Scotland with registered number SO302035
"Phase 2 CMA reference"	a reference of the Offer to the Chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013
"Phase 2 European Commission proceedings"	proceedings initiated by the European Commission under Article 6(1)(c) of Council Regulation 139/2004/EC in respect of the Offer
"Pitragon"	Pitragon Investments Limited, a company incorporated in Cyprus and wholly owned and controlled by Panagiotis Dimitropoulos
"Pitragon Share Exchange Agreement"	the agreement dated 1 March 2016 between Bidco, Panagiotis Dimitropoulos and Pitragon as described in paragraph 9 of this announcement
"Publicly Disclosed"	fairly disclosed in any public announcement by InternetQ to any Regulatory Information Service prior to the date of this announcement
"Regulatory Information Service"	any information service authorised from time to time by the FCA for the purposes of disseminating regulatory announcements
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to InternetQ Shareholders in that jurisdiction
"Scheme"	a scheme of arrangement made under Part 26 of the Companies Act
"Scheme Document"	the document to be sent to InternetQ Shareholders which will contain, amongst other things, the terms and conditions of the Scheme in the event that Bidco elects to implement the proposed acquisition of InternetQ by way of a Scheme
"Share Exchange Agreements"	the Pitragon Share Exchange Agreement and the Toscafund Share Exchange Agreement
"Shareholders' Agreement"	the agreement dated 1 March 2016 between each member of the Consortium, Pitragon, Tosca Opportunity, Tosca Mid Cap, The Pegasus Fund Limited, Toscafund GP Limited and Bidco as described in paragraph 9 of this announcement
"Subscription Agreement"	the agreement dated 1 March 2016 between Toscafund and Bidco as described in paragraph 9 of this announcement
"Third Party"	any central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, administrative, fiscal, or investigative body, authority (including any national anti-trust or merger control authority), court, trade agency, association, institution or professional or environmental body, employee representative body or any other person or body whatsoever in any relevant jurisdiction
"Toscafund"	Toscafund Asset Management LLP, a limited liability partnership registered in England and Wales with registered number OC320318
"Toscafund Share Exchange Agreement"	the agreement dated 1 March 2016 between Bidco and Toscafund as described in paragraph 9 of this announcement
"uncertificated" or "in uncertificated form"	an InternetQ Share or other security which is for the time being recorded on the relevant register as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"US GAAP"	generally accepted accounting principles in the US
"Waiver Agreement"	the agreement dated 1 March 2016 between Bidco and Barclays as described in paragraph 9 of this announcement

This information is provided by RNS

The company news service from the London Stock Exchange

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