Statement Re Possible Offer

InternetQ plc - Statement Re Possible Offer

PR Newswire

London, February 2

2 February 2016

INTERNETQ PLC('InternetQ', the 'Group' or the 'Company')Statement Re Possible Offer

The Board announces that it has been approached by Toscafund Asset Management LLP, Penta Capital LLP (together "Tosca Penta") and Panagiotis Dimitropoulos (the Company's founder and CEO), acting jointly, about a possible offer for all of the outstanding shares in the Company which are not already owned by this consortium. The Board confirms that it has authorised the CEO to enter into discussions with Tosca Penta regarding a joint offer and that it has formed an Independent Committee to consider any offer.

Discussions with the consortium are at a preliminary stage and Tosca Penta is undertaking a customary due diligence process in relation to the Company. This announcement is made without Tosca Penta's consent and is not a firm intention to make an offer under Rule 2.7 of the Code. There is no certainty that an offer will be made or what the terms of such offer may be.

Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Takeover Code"), requires that the consortium, by not later than 5.00 p.m on 1 March 2016 (the "relevant deadline"), either announces a firm intention to make an offer for InternetQ in accordance with Rule 2.7 of the Takeover Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies. The relevant deadline will only be extended with the consent of InternetQ and the Takeover Panel (the "Panel") in accordance with Rule 2.6(c) of the Code.

Rule 2.10 disclosures:

In accordance with Rule 2.10 of the Takeover Code, InternetQ Plc confirms that as at close of business on 1 February 2016 (being the last Business Day prior to the date of this Announcement), it has in issue 40,125,972 ordinary shares with voting rights of 0.25 pence each (excluding treasury shares). The International Securities Identification Number (ISIN) of the InternetQ shares is GB00B5BJJR09.

Disclosure requirements of the Code:

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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% 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, 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 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.

For further details:

About InternetQ plc:

InternetQ is a leading digital content and mobile marketing services company with operations spanning Asia, Europe, Africa and the Americas. It offers proprietary technology platforms to help mobile network operators, brands, and media companies to conduct targeted, interactive and measurable marketing initiatives on mobile devices. Its mobile value added services include Akazoo, which allows consumers to purchase digital music content and Minimob, its smart mobile marketing and advertising platform to conduct effective and measurable campaigns on mobile phones and achieve user engagement and app monetization. All of InternetQ’s products are underpinned by the rapid global growth in smart devices and the thriving app economy.

InternetQ is a publicly traded company listed on the AIM market of the London Stock Exchange, under the symbol INTQ. For investor related queries, please email: [email protected]

ENDS