Schedule 1 Update - IQ Holdings plc

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

COMPANY NAME:

IQ Holdings plc ("IQ Holdings" or "the Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office:

Radbourne

56 Kenilworth Road

Leamington Spa

Warwickshire

CV32 6JW 

Trading address:

44-46 New Inn Yard

London

EC2A 3EY

COUNTRY OF INCORPORATION:

England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.iqresearch.co.uk

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

IQ Holdings, through its wholly owned subsidiaries, IQ Research Limited ("IQ Research") and Rosslyn Research Limited ("Rosslyn"), offers business research consultancy and competitive intelligence services to businesses, with a particular emphasis in the financial sector servicing major UK clearing banks, life insurance companies and pension companies. Specific services include commercial due diligence, competitive intelligence, customer/client research and branding research. IQ Holdings was admitted to admitted to AIM on 28 November 2007.

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

wholly owned subsidiaries Viewpoint Field Services Limited ("Viewpoint Field Services") and The Wire Services (UK) Limited ("The Wire Services"), three business divisions known as "Viewpoint Field", "Viewpoint Studios" and "The Wire" from Illuminas Limited, a subsidiary of Media Square plc.

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

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

The main country of operation is the United Kingdom.

In view of the size of Viewpoint and The Wire in relation to the Company, the Acquisition is treated as a reverse takeover under the AIM Rules for Companies. The Acquisition was approved by Existing Shareholders at the General Meeting which was held for this and other purposes on 14 January 2009 at 10:00a.m.at CityPoint, One Ropemaker Street, London, EC2Y 9AH. Trading in the New Ordinary Shares will not occur until the Placing has been finalized. It is currently anticipated that the Placing will be finalized within the next 12 business days.

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

Number of issued New Ordinary Shares on Re-Admission 1,324,133,432. This assumes that the Placing raises £750,000 (before expenses) and is effected at a price of 0.10 pence per New Share (there is no guarantee that this price will be achieved). 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Gross proceeds receivable by the Company pursuant to the Placing not less than £750,000

Anticipated market capitalisation on re-admission £1,324,133

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

38.2%

This assumes that the Placing raises £750,000 (before expenses) and is effected at a price of 0.10 pence per New Share (there is no guarantee that this price will be achieved).

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

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

Timothy Michael Hearley (Non-executive Chairman)

Julian Everard Green (Chief Executive Officer)

Neil Grant McGowan* (Finance Director)

Peter William Parkinson (Interim Finance Director)

Joachim (Joe) Eberhard Seydel (Executive Director)

Janette Weir (Executive Director)

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

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Number of shares Percentage at Number of shares Percentage at

at 9 December 2008 anticipated on re-admission

The Vendors None None  250,000,000  18.88

Bank of New York (Nominees) Limited  5,000,000 5.79   5,000,000   0.38

Pershing Keen Nominees Ltd (PSL981)  10,000,000 11.57  10,000,000 0.76

Pershing Keen Nominees Ltd (GWCLT) 7,251,543 8.39  7,251,543   0.55

John Christopher Green* 125,000 0.14  50,125,000*     3.79

SVS (Nominees) Ltd**    9,615,000 11.13  9,615,000 0.73

SVS Securities plc None None   143,706,672 10.85

PW Spungin   5,000,000  5.79   5,000,000     0.38

Giltspur Nominees Ltd   7,350,000     8.50  7,350,000     0.56

Euroclear Nominees Ltd  8,712,500  10.08    8,712,500   0.66

Julian Everard Green*** 10,134,375*** 11.73 104,134,375**** 7.86

Joachim (Joe) Eberhard Seydel  5,000,000*****  5.79  5,000,000  0.38

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

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

under the name of SVS (Nominees) Ltd

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

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

252/253 of the 2006 Act.

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

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

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

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

These figures assume that the Placing raises £750,000 (before expenses) and is effected at a price of 0.10 pence per New Share (there is no guarantee that this price will be achieved).

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

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

ANTICIPATED ACCOUNTING REFERENCE DATE 

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

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

EXPECTED ADMISSION DATE:

Late January

NAME AND ADDRESS OF NOMINATED ADVISER:

Grant Thornton UK LLP

30 Finsbury Square

London 

EC2P 2YU

NAME AND ADDRESS OF BROKER:

SVS Securities plc

2 London Wall Buildings

London Wall

London EC2M 5PP

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

www.iqresearch.co.uk

Grant Thornton UK LLP

30 Finsbury Square

London 

EC2P 2YU

DATE OF NOTIFICATION:

14 January 2009

NEW/ UPDATE:

UPDATE