TIDMITQ
RNS Number : 8068H
InterQuest Group PLC
15 March 2018
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 ("MAR"). With the publication of this announcement,
this information is now considered to be in the public domain.
15 March 2018
INTERQUEST GROUP PLC
("InterQuest", the "Company" or the "Group")
Acquisition of Albany Beck Consulting Limited
InterQuest Group plc, the specialist recruiter in the
technology, analytics and digital market, is pleased to announce
the conditional acquisition of up to 95 per cent. of the issued
share capital of Albany Beck Consulting Limited ("Albany Beck")
(the "Acquisition"). The consideration for the Acquisition will be
satisfied through the issue of up to 13,273,400 new ordinary shares
in the Company (the "Consideration Shares") to the relevant
shareholders of Albany Beck.
Overview of the Acquisition
Albany Beck is a staffing and consulting firm based in London
but operating in the UK and European financial markets. The Board
of InterQuest believes the acquisition of the Albany Beck group
presents a strong strategic fit:
-- providing niche opportunities in the Risk, Regulatory and
Compliance markets for other InterQuest brands;
-- enabling Albany Beck to expand its operations in the US and
Germany through InterQuest's local offices; and
-- expanding "statement of work offerings" across all Group companies and locations.
The Albany Beck group consists of 3 companies:
-- Albany Beck Consulting Limited
-- IMS Worldwide Limited
-- Interim Management Solutions Worldwide Limited
The shareholders of Albany Beck are James Constable who holds 45
per cent., James Pashley who holds 5 per cent. and Recruitment
Capital Partners LLP ("RCP") which holds 50 per cent. of Albany
Beck's issued share capital. The Group is acquiring shares in
Albany Beck from RCP and James Constable (the "Selling
Shareholders"). The owners of RCP include Gary Ashworth and Luke
Johnson who are also directors and shareholders of Chisbridge
Limited ("Chisbridge"), the majority shareholder of InterQuest
Group Plc.
Completion of the Acquisition is conditional upon Albany Beck
and the Selling Shareholders having complied with the transfer and
pre-emption provisions contained in Albany Beck's articles of
association and following such compliance being able to transfer
not less than 50.01% of the ordinary shares in Albany Beck (the
"Condition"). The transfer and pre-emption provisions require
shares in the capital of Albany Beck to be offered to the existing
shareholders of Albany Beck and for such offer to remain open for
21 days. The offer has been made and therefore, the offer period
expires on 4 April 2018. If the Condition is satisfied and the
shares in the capital of Albany Beck are available for transfer to
InterQuest, completion of the Acquisition ("Completion") is
expected to occur on that date. In the event that existing
shareholders in Albany Beck decide to take up acquisition rights
pursuant to the transfer and pre-emption provisions contained in
Albany Beck's articles of association, then InterQuest will still
complete the Acquisition over a lesser number of ordinary shares in
Albany Beck, provided that such lesser number equates to at least
50.01% of Albany Beck's issued share capital.
The consideration payable for the Acquisition will be satisfied
by the issue of between 6,986,001 Consideration Shares (if only
50.01 per cent. of the Albany Beck shares are acquired) and
13,273,400 Consideration Shares in the Company. Of this, 1,200,000
ordinary shares will be issued to Gary Ashworth to satisfy the
repayment of an outstanding loan of GBP300,000 from Gary Ashworth
to Albany Beck and 400,000 ordinary shares will be issued to Gary
Ashworth pursuant to an agreement with James Constable in
connection with the sale of IMS Worldwide Limited.
Assuming the maximum number of Consideration Shares are issued,
the Consideration Shares will be issued as follows:
-- RCP (in which Gary Ashworth has a 72 per cent. interest) 6,059,502 shares
-- James Constable 5,613,898 shares
-- Gary Ashworth 1,600,000 shares
Application will be made to the London Stock Exchange plc for
the admission of up to 13,273,400 Consideration Shares to trading
on AIM ("Admission"). The Consideration Shares will rank pari passu
with the existing ordinary shares of the Group. Assuming
satisfaction of the Condition, Admission of the new shares is
expected to take place at 8.00am on 10 April 2018.
Assuming the maximum number of Consideration Shares are issued,
following Admission, Gary Ashworth, will have an interest in
30,203,572 ordinary shares in the Company, equating to 58.16 per
cent. of the voting rights in the Company. This includes the
22,544,070 ordinary shares held by Chisbridge, the Company's major
shareholder. James Constable will have an interest in 5,613,898
ordinary shares, equating to 10.81 per cent. of the voting rights
in the Company. The Selling Shareholders have agreed not to dispose
of the Consideration Shares for two years following completion
without the consent of the Company and Allenby Capital Limited,
save in certain customary circumstances.
James Constable, the Managing Director of Albany Beck, will join
the Operational Board of InterQuest with effect from Completion. On
Completion, Albany Beck will have access to InterQuest's
marketing/content origination and management coaching, as well as
central services and will continue to trade under the name "Albany
Beck".
Financial information on Albany Beck
Albany Beck has seen immediate growth in net fee income and
profits, following a restructure and turnaround programme which
took effect at the beginning of 2017. This has been largely due to
the focus on higher value permanent and contract placements with
investment banks focused on projects in the niche MIFID 2
regulation and compliance areas.
Based on Albany Beck's unaudited management accounts, prepared
in accordance with UK GAAP, for the 12 months ended 31 December
2017, Albany Beck recorded revenue of GBP1.3 million and recorded a
loss before taxation of GBP0.1 million. As at 31 December 2017,
Albany Beck had gross assets of GBP0.5m and net liabilities of
GBP0.2m. Albany Beck had an EBIT of GBP0.4m for the six months to
31 December 2017 (using Albany Beck's accounting policies) and the
Directors expect it to make EBIT of GBP0.3m for the six months to
30 June 2018 (using the Company's accounting policies).
Albany Beck's unaudited management accounts have been prepared
under UK GAAP. InterQuest's financial information is prepared under
IFRS. Following completion of the Acquisition, Albany Beck's
financial information will be prepared in accordance with
InterQuest's accounting policies under IFRS.
Related Party Transactions
Gary Ashworth, Chairman of the Company, is a shareholder of RCP,
a 50 per cent. shareholder of Albany Beck. In addition, Luke
Johnson, a shareholder of RCP, is a shareholder of Chisbridge, the
Company's major shareholder. As such, the Acquisition constitutes a
related party transaction under rule 13 of the AIM Rules. David
Higgins, the independent director, considers, having consulted with
the Company's nominated adviser, Allenby Capital Limited, that the
terms of the Acquisition are fair and reasonable insofar as the
Company's shareholders are concerned.
In addition, Gary Ashworth, Chairman of the Company, will
receive 1,200,000 ordinary shares in the Company to satisfy
repayment of a loan from Gary Ashworth to Albany Beck and 400,000
ordinary shares will be issued to Gary Ashworth in connection with
the sale of IMS Worldwide Limited. These ordinary shares will be
deducted from the Consideration Shares payable to Albany Beck.
David Higgins, the independent director, considers, having
consulted with the Company's nominated adviser, Allenby Capital
Limited, that the terms of the issue of the new ordinary shares to
Gary Ashworth as repayment of his loan to Albany Beck and in
connection with the sale of IMS Worldwide Limited are fair and
reasonable insofar as the Company's shareholders are concerned.
Commenting on the acquisition Chris Eldridge, CEO at InterQuest
said:
"Albany Beck is an excellent fit for InterQuest Group, adding
specialist skills in the Risk, Regulation and Compliance sectors of
the financial markets. We are excited about developing the Albany
Beck brand, particularly in the US and European markets."
Following Admission, the issued share capital of the Company
will consist of up to 51,931,129 ordinary shares, with one voting
right per share. The Company holds 2,000 ordinary shares in
treasury. Therefore, the total number of ordinary shares and voting
rights in the Company will be up to 51,929,129. The figure of
51,929,129 may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the FCA's
disclosure Guidance and Transparency Rules.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014.
Enquiries:
InterQuest Group plc Tel: +44 (0) 20 7025
0100
Chris Eldridge (CEO)
David Bygrave (CFO)
Allenby Capital Limited Tel: +44 (0)20 3328
(Nomad) 5656
John Depasquale and
Asha Chotai
This information is provided by RNS
The company news service from the London Stock Exchange
END
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