QA-IQ Holdings
Not for release, publication or distribution, in whole or in part, in or into or
from the United
States, Canada, or Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such jurisdiction
RECOMMENDED AND INCREASED CASH OFFER
by LINCOLN INTERNATIONAL LLP
on behalf of
QA-IQ INVESTMENTS (UK) LIMITED ('QA-IQ BIDCO')
a wholly owned subsidiary of QA-IQ Holdings Limited
to acquire the entire issued and to be issued ordinary share capital of
XPERTISE GROUP PLC
Summary
-- The Boards of Xpertise Group plc and QA-IQ Bidco are pleased to announce
that they have reached agreement on the terms of a recommended and
increased cash offer to be made by Lincoln International on behalf of
QA-IQ Bidco to acquire the entire issued and to be issued ordinary share
capital of Xpertise Group plc.
-- The Increased Recommended Offer is being made at a price of 165 pence in
cash for each Xpertise Share and represents a premium of approximately
114 per cent. to the Closing Price of 77 pence per Xpertise Share on 21
August 2008, being the last Business Day prior to the date of the
Original Announcement; a premium of approximately 92 per cent. to the
average Closing Price of approximately 86 pence per Xpertise Share for
the six month period prior to the date of the Original Announcement; and
a premium of 10 per cent. to the Original Offer Price of 150 pence per
Xpertise Share made in the Original Announcement.
-- The Increased Recommended Offer values the entire issued and to be
issued ordinary share capital of Xpertise at approximately £9.6 million
(assuming the exercise of all outstanding options which carry an
exercise price of 165 pence or less per Xpertise Share).
-- QA-IQ Bidco is a new company incorporated in England and Wales that has
been formed for the purpose of making the Increased Recommended Offer.
It is a wholly-owned subsidiary of QA-IQ, which is itself currently
owned as to approximately 65 per cent. by funds managed by Englefield
Capital and 35 per cent. by its management.
-- QA-IQ Bidco has received irrevocable undertakings to accept the
Increased Recommended Offer from institutional Xpertise Shareholders in
respect of a total of 2,464,460 Xpertise Shares and from Xpertise
Directors in respect of 624,923 Xpertise Shares representing, in
aggregate, approximately 54.8 per cent. of the issued ordinary share
capital of Xpertise. In addition QA-IQ Bidco controls through a concert
party and has received a letter of intent in respect of a further
148,645 Xpertise Shares which together with its irrevocable undertakings
represents approximately 57.5 per cent. of the issued ordinary share
capital of Xpertise.
-- The Xpertise Directors, who have been so advised by Daniel Stewart,
consider the terms of the Recommended Offer to be fair and reasonable.
In providing advice to the Xpertise Directors, Daniel Stewart has taken
into account the commercial assessments of the Xpertise Directors.
-- Accordingly, the Xpertise Directors unanimously recommend that Xpertise
Shareholders accept the Increased Recommended Offer. The Xpertise
Directors (other than Mark Hatton, who is out of the country, and
Richard Last in respect of 110,000 Xpertise Shares held in a Small
Self-Administered pension Scheme ('SSAS')) have irrevocably undertaken
to accept the Increased Recommended Offer and agreed to procure
acceptance of the Increased Recommended Offer in respect of their entire
shareholdings and the shareholdings of any person whose interest in
relevant securities a Xpertise Director is taken to be interested in
pursuant to Part 22 of the Companies Act 2006, such beneficial
shareholdings comprising in aggregate 624,923 Xpertise Shares
representing 11.1 per cent. the issued ordinary share capital of
Xpertise. As soon as is practicable, Mark Hatton and the SSAS will enter
into equivalent undertakings to the other Xpertise Directors.
-- QA-IQ Bidco will dispatch the Offer Document to Xpertise Shareholders
and, for information only, to holders of share options in Xpertise as
soon as practicable and, in any event, within 28 days of this
announcement.
Commenting on the Increased Recommended Offer, Christian Martin, Chairman of
QA-IQ, said:
'We are delighted that through this recommended offer the opportunity to combine
the businesses of QA-IQ and Xpertise has been created. The combined business
will have the capability to satisfy organisations' ever growing training needs
and will therefore be able to play a key role in developing skills throughout
the UK.'
Commenting on the Increased Recommended Offer, Richard Last, Chairman of
Xpertise, said:
'Xpertise is an excellent company, the increased recommended offer by QA-IQ
Bidco recognises the qualities of the business and its market position and
growth prospects. While I am sure it will be a matter of regret to many
shareholders and our employees that Xpertise is losing its independence, the
increased recommended offer fully reflects the value of these factors and the
Xpertise directors are unanimous in recommending it to shareholders.'
This summary should be read in conjunction with, and is subject to, the full
text of this announcement and the Appendices. The Increased Recommended Offer
will be made subject to the conditions which are set out in Appendix I to this
announcement and the full conditions and further terms to be set out in the
Offer Document and (in respect of Xpertise Shares held in certificated form) in
the Form of Acceptance.
Enquiries:
QA-IQ Bidco Telephone: +44 (0) 1753 898 300
Christian Martin (Chairman)
William Macpherson (Chief Executive Officer)
Xpertise Telephone: +44 (0)186 531 0150
Richard Last (Chairman)
Ian Johnson (Chief Executive)
Lincoln International Telephone: +44 (0) 20 7022 9880
(Financial adviser to QA-IQ Bidco)
Darren Redmayne (Managing Director)
Julian Tunnicliffe (Managing Director)
KBC Peel Hunt Telephone: +44 (0) 20 7418 8900
(Corporate broker to QA-IQ Bidco)
Marianne Woods (Director)
Daniel Stewart & Company Telephone: +44 (0) 20 7776 6550
(Financial adviser to Xpertise)
Lindsay Mair (Director)
Simon Leathers
Further Information
Appendix I sets out the conditions to the Recommended Offer.
Appendix II contains definitions of certain terms used in this summary and the
following announcement.
In accordance with Rule 2.10 of the City Code, Xpertise confirms that it has
5,633,949 ordinary shares of 8p each in issue and admitted to trading on the
London Stock Exchange under UK ISIN code GB00B0Z6YX31.
Lincoln International LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting exclusively as financial adviser to QA-IQ Bidco and no one else in
connection with the Recommended Offer and will not be responsible to anyone
other than QA-IQ Bidco for providing the protections afforded to clients of
Lincoln International LLP or for providing advice in relation to the Recommended
Offer or any other matters referred to in this announcement.
KBC Peel Hunt Ltd., which is authorised and regulated in the United Kingdom by
the Financial Services Authority for investment business activities, is acting
exclusively as corporate broker to QA-IQ Bidco and no one else in connection
with the Recommended Offer and will not be responsible to anyone other than
QA-IQ Bidco for providing the protections afforded to clients of KBC Peel Hunt
or for providing advice in relation to the Recommended Offer or any other
matters referred to in this announcement.
Daniel Stewart & Company plc, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting exclusively as financial adviser to Xpertise and no one else in
connection with the Recommended Offer and will not be responsible to anyone
other than Xpertise for providing the protections afforded to clients of Daniel
Stewart & Company plc or for providing advice in relation to the Recommended
Offer or any other matters referred to in this announcement.
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or an invitation to subscribe for or purchase any
securities or the solicitation of an offer to purchase or subscribe for any
securities in any jurisdiction pursuant to the Recommended Offer or otherwise.
The Recommended Offer will be made solely through the Offer Document, which will
contain the full terms and conditions of the Recommended Offer (including
details on how to accept the Recommended Offer). Any response in relation to the
Recommended Offer should be made only on the basis of the information contained
in the Offer Document and the Form of Acceptance or any other document by which
the Recommended Offer is made. Shareholders are advised to read carefully the
formal documentation in relation to the Recommended Offer once it has been
dispatched. This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
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 would
have been disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the UK. Unless otherwise determined by QA-IQ
Bidco or required by the City Code and permitted by applicable law and
regulation, the Recommended Offer will not be made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality (including,
without limitation, by means of telephone, facsimile, telex, internet or other
forms of electronic communication) of interstate or foreign commerce of, or any
facilities of a securities exchange of, the United States, Canada or Japan, and
the Recommended Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within the United States, Canada or Japan.
Accordingly, unless otherwise determined by QA-IQ Bidco or required by the City
Code and permitted by applicable law and regulation, copies of this announcement
and any other related document are not being, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into the United
States, Canada or Japan and persons receiving such documents (including
custodians, nominees and trustees) must not distribute or send them in, into or
from such jurisdictions as doing so may make invalid any purported acceptance of
the Recommended Offer by persons in any such jurisdiction.
The availability of the Recommended Offer to persons not resident in the UK may
be affected by the laws of the relevant jurisdiction. Persons who are subject to
the laws of any jurisdiction other than the United Kingdom should obtain
professional advice and observe any applicable requirements.
Forward-looking statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and businesses of QA-IQ and
Xpertise and certain plans and objectives of the boards of directors of QA-IQ
Bidco and Xpertise. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as 'anticipate', 'target',
'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'will', 'may',
'should', 'would', 'could' or other words of similar meaning. These statements
are based on assumptions and assessments made by the boards of directors of
QA-IQ Bidco and Xpertise in light of their experience and their perception of
historical trends, current conditions, expected future developments and other
factors they believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, and the factors described in the context of such
forward-looking statements in this announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this announcement. Neither QA-IQ Bidco or Xpertise nor their
respective boards of directors assume any obligation to update or correct the
information contained in this announcement, whether as a result of new
information, future events or otherwise, except to the extent legally required.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of QA-IQ or Xpertise
or any member of the QA-IQ Group or Xpertise Group except where expressly
stated.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of
'relevant securities' of Xpertise, all 'dealings' in any 'relevant securities'
of Xpertise (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 p.m. (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Recommended Offer becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If
two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an 'interest' in 'relevant securities' of
Xpertise, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Xpertise, by QA-IQ Bidco or Xpertise, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel on
telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.
Not for release, publication or distribution, in whole or in part, in or into or
from the United
States, Canada, or Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such jurisdiction
RECOMMENDED AND INCREASED CASH OFFER
by LINCOLN INTERNATIONAL LLP
on behalf of
QA-IQ INVESTMENTS (UK) LIMITED ('QA-IQ BIDCO')
a wholly owned subsidiary of QA-IQ Holdings Limited
to acquire the entire issued and to be issued ordinary share capital of
XPERTISE GROUP PLC
1. Introduction
The Boards of Xpertise Group plc and QA-IQ Bidco are pleased to announce that
they have reached agreement on the terms of a recommended and increased cash
offer to be made by Lincoln International on behalf of QA-IQ Bidco to acquire
the entire issued and to be issued ordinary share capital of Xpertise Group plc.
QA-IQ Bidco will dispatch the Offer Document to Xpertise Shareholders and, for
information only, to holders of share options in Xpertise as soon as practicable
and, in any event, within 28 days.
2. The Recommended Offer
The Recommended Offer, which will be subject to the terms and conditions which
are set out below and in Appendix I to this announcement and to the full terms
and conditions to be set out in the Offer Document and, in respect of Xpertise
Shares held in certificated form, in the Form of Acceptance, will be made by
QA-IQ Bidco on the following basis:
for each Xpertise Share 165 pence in cash
The Recommended Offer values the entire issued and to be issued ordinary share
capital of Xpertise at approximately £9.6 million (assuming the exercise of all
outstanding options which carry an exercise price of 165 pence or less per
Xpertise Share).
The Recommended Offer represents a premium of:
(i) 114 per cent. to the Closing Price of 77 pence per Xpertise Share on 21
August 2008, being the last Business Day prior to the date of the Original
Announcement;
(ii) 92 per cent. to the average Closing Price of approximately 86 pence per
Xpertise Share for the six month period prior to the date of the Original
Announcement; and
(iii) 10 per cent. to the Original Offer Price of 150 pence per Xpertise Share
made in the Original Announcement.
The Recommended Offer is conditional on, amongst other things, valid acceptances
being received in respect of (or QA-IQ Bidco having otherwise acquired) not less
than 50 per cent. of the Xpertise Shares to which the Recommended Offer relates.
On 26 August 2008 it was announced that Xpertise would not be completing the
acquisition of Parity Training or the associated placing following a General
Meeting of Xpertise held on the same date. It was a condition contained in the
Original Announcement, made prior to the General Meeting, and remains a
condition of the Recommended Offer that the acquisition of Parity Training and
the associated placing do not proceed.
Full details of the conditions to which the Recommended Offer is subject are set
out in Appendix I to this announcement.
The Recommended Offer extends to all Xpertise Shares unconditionally allotted or
issued on the date of the Recommended Offer and any Xpertise Shares which are
unconditionally allotted or issued (including pursuant to the exercise of
options granted under the Xpertise Share Option Schemes) whilst the Recommended
Offer remains open for acceptance or by such earlier date as QA-IQ Bidco may,
subject to the City Code, determine, not being earlier than the date on which
the Recommended Offer becomes or is declared unconditional as to acceptances
(excluding any treasury shares except to the extent these cease to be held as
treasury shares before such date as QA-IQ Bidco may determine).
Pursuant to the Recommended Offer, the Xpertise Shares will be acquired fully
paid and free from all liens, charges, equitable interests, encumbrances, rights
of pre-emption and other third party rights or interests and together with all
rights attaching to such Xpertise Shares, including without limitation, the
right to receive all dividends and other distributions (if any) announced,
declared, made or paid after the date of this announcement.
The Recommended Offer does not extend to the Deferred Shares. It is the intent
of QA-IQ Bidco (subject to the Recommended Offer being declared or otherwise
becoming wholly unconditional) to acquire all the Deferred Shares for the
aggregate sum of 1 pence as permitted by the rights attaching to the Deferred
Shares.
3. Recommendation
The Xpertise Directors, who have been so advised by Daniel Stewart, consider the
terms of the Recommended Offer to be fair and reasonable. In providing advice to
the Xpertise Directors, Daniel Stewart has taken into account the commercial
assessments of the Xpertise Directors.
Accordingly, the Xpertise Directors unanimously recommend that Xpertise
Shareholders accept the Increased Recommended Offer. The Xpertise Directors
(other than Mark Hatton, who is out of the country, and Richard Last in respect
of 110,000 Xpertise Shares held in a Small Self-Administered pension Scheme
('SSAS')) have irrevocably undertaken to accept the Increased Recommended Offer
and agreed to procure acceptance of the Increased Recommended Offer in respect
of their entire shareholdings and the shareholdings of any person whose interest
in relevant securities a Xpertise Director is taken to be interested in pursuant
to Part 22 of the Companies Act 2006, such beneficial shareholdings comprising
in aggregate 624,923 Xpertise Shares representing 11.1 per cent. the issued
ordinary share capital of Xpertise. As soon as is practicable, Mark Hatton and
the SSAS will enter into equivalent undertakings to the other Xpertise
Directors.
4. Irrevocable undertakings and letter of intent
QA-IQ Bidco has received irrevocable undertakings from institutional Xpertise
Shareholders and from the directors of Xpertise to accept the Recommended Offer
in respect of a total of 3,089,383 Xpertise Shares, representing, in aggregate,
approximately 54.8 per cent. of Xpertise's issued ordinary share capital,
comprised as follows:
-0-
*T
Shareholder Number of % of current
Xpertise Shares Xpertise Share Capital
Singer & Friedlander Investment
Management Limited 1,086,422 19.283
Unicorn Asset Management Limited 667,272 11.844
ISIS 363,636 6.454
Rensburg Sheppards Investment
Management Limited 272,130 4.830
Close Ventures Limited 75,000 1.331
Richard Last (other than SAS
holding) 600,586 10.660
Ian Johnson 22,400 0.398
Ben Pike 1,125 0.020
Bill Walker 812 0.014
Total Irrevocable Undertakings 3,089,383 54.84
Christian Martin (Chairman of QA-IQ
Bidco) 10,000 0.18
Total Irrevocable Undertakings and
Concert Party Holding 3,099,383 55.02
Letter of Intent 138,645 2.46
Total Irrevocable Undertakings,
Letter of Intent and Concert Party
Holding 3,238,028 57.48
Richard Last's SSAS shareholding 110,000 1.95
Mark Hatton 139,908 2.48
Total Irrevocable Undertakings,
Letter of Intent, Concert Party
Holding and holdings of Richard
Last's SAS and Mark Hatton 3,487,936 61.91
*T
Christian Martin, a director of QA-IQ Bidco, is interested in 10,000 Xpertise
Shares representing approximately 0.2 per cent. of the issued ordinary share
capital of Xpertise. Pursuant to the City Code, he is deemed to be acting in
concert with QA-IQ Bidco.
Each of the undertakings from institutional Xpertise Shareholders requires the
relevant Xpertise Shareholder to accept the Recommended Offer within seven days
(or 21 days in the case of ISIS) of posting of the Offer Document, unless prior
to such date a third party has announced a competing offer which, in the
reasonable opinion of Lincoln International, represents an improvement of at
least 10 per cent. over the consideration under the Recommended Offer. In these
circumstances, if QA-IQ Bidco, within 14 days of announcement of such competing
offer, announces a revised offer on terms which (in the reasonable opinion of
Lincoln International) represents a consideration at least equal to the third
party offer, then the relevant Xpertise Shareholder shall be bound to accept
QA-IQ Bidco's revised offer within five days of the posting of the relevant
offer document.
Each of the undertakings from institutional Xpertise Shareholders (save in the
case of ISIS) provides that the offer must be at a price of not less than 150
pence per Xpertise Share if the offer is not recommended by the Board of
Xpertise or 165 pence per Xpertise Share if an offer is recommended by the Board
of Xpertise. In the case of ISIS, QA-IQ Bidco has separately undertaken to ISIS
that the price of 150 pence in their irrevocable undertaking will be increased
to 165 pence in the event of a recommended offer.
Each of the undertakings by the Xpertise directors requires the relevant
director to accept the Offer within seven days of posting of the Offer Document,
unless prior to such date a third party has announced a competing offer which,
in the reasonable opinion of Lincoln International, represents an improvement of
at least 10 per cent. over the consideration under the Offer. In these
circumstances, if QA-IQ Bidco, within 14 days of announcement of such competing
offer, announces a revised offer on terms which (in the reasonable opinion of
Lincoln International) represents a consideration at least equal to the third
party offer, then the relevant Xpertise directors shall be bound to accept QA-IQ
Bidco's revised offer within five days of the posting of the relevant offer
document.
In addition, QA-IQ Bidco has received a letter of intent from Singer &
Friedlander Investment Management Limited to accept the Recommended Offer in
respect of a further 138,645 Xpertise Shares representing approximately 2.5 per
cent. of the issued ordinary share capital of Xpertise. Such letter of intent
provides that the offer price must be not less than 150 pence per Xpertise Share
if it is not recommended by the Board of Xpertise or 165 pence per Xpertise
Share if it is recommended by the Board of Xpertise.
Accordingly QA-IQ Bidco (or persons deemed to be acting in concert with it)
either controls or has received irrevocable undertakings or letters of intent to
accept the Recommended Offer, in respect of an aggregate of 3,238,028 Xpertise
Shares representing approximately 57.5 per cent. of the issued ordinary share
capital of Xpertise.
5. Background to and reasons for the Recommended Offer
The Board of QA-IQ believes that the market for technical training solutions has
been changing and now demands a larger training provider with broader
capabilities. The proliferation of different technologies and the widening and
increasingly complex demands of modern IT departments have increased the breadth
of curriculum required by many customers. Large blue-chip clients require a
fully national delivery service in terms of both geographic reach and curriculum
depth. The combination of QA-IQ and Xpertise will enable the enlarged group to
deliver this as it will have a large number of instructors and course offerings
available in many locations.
The acquisition of Xpertise by QA-IQ will also remove from Xpertise the
considerable financial, managerial and regulatory burdens of being a small
publicly quoted company.
Full acceptance of the Recommended Offer will enable Xpertise Shareholders to
realise their entire investment for cash (without incurring dealing charges) at
a price which represents a premium of approximately 114 per cent. to the Closing
Price of 77 pence on 21 August 2008, being the last Business Day prior to the
date of the Original Announcement.
6. Information on QA-IQ, QA-IQ Bidco and Englefield Capital
QA-IQ is currently owned as to approximately 65 per cent by funds managed by
Englefield Capital and 35 per cent. by members of its management team. QA-IQ is
an education-led services group with all its activities carried out through the
two operating companies, QA-IQ Limited and IQ Sys Limited.
QA-IQ Limited is a leading education and training company providing learning
solutions to drive business performance. It is a leading provider of IT
technical training in the UK, and a major player in the provision of
professional skills, project management, personal development and management
training programmes. Its customers benefit from a wide range of high-quality,
high-value learning services that enable organisations to achieve business
objectives by enhancing their people, processes and systems.
IQ Sys Limited is an award-winning solutions provider, distributing quality
access infrastructure, virtualisation and security solutions to the UK reseller
channel. Through a deep understanding of technology, the market and customer
needs, it combines a unique portfolio of vendor products and comprehensive
support offering to enable its customers to increase the levels of efficiency,
productivity and value from their IT infrastructure.
QA-IQ Bidco is a new company incorporated in England and Wales that has been
formed for the purpose of making the Recommended Offer. It is a wholly-owned
subsidiary of QA-IQ.
Englefield Capital is an independent private equity firm with committed equity
funds of approximately EUR 2 billion making investments in buyout and
development capital. Englefield Capital's investors include major banking
institutions, pension funds and a number of private individuals. Englefield
Capital has invested or committed to invest approximately EUR 1,017 million into
eighteen portfolio companies since 2003.
7. Financing of the Recommended Offer
Englefield Capital and funds managed by Englefield Capital have irrevocably
agreed to provide QA-IQ Bidco with facilities of up to £10.62 million to enable
it to fund the cash consideration payable under the terms of the Recommended
Offer. Lincoln International is satisfied that the necessary financial resources
are available to QA-IQ Bidco to satisfy the cash consideration due under the
Recommended Offer in full. Further information on the financing of the
Recommended Offer will be set out in the Offer Document.
8. Information on Xpertise
Xpertise was formed in 1994 and admitted to trading on AIM in January 1999 and
is now one of the UK's leading providers of authorised IT and professional
training.
Xpertise has grown both organically and via the acquisition of complementary
businesses. In January 2003 Xpertise acquired Power Education Limited, an IT
technical training provider and in January 2006 it also acquired Watermans
People and Organisational Development Limited, a provider of soft skills
training.
Xpertise has a network of training centres located in London, Thames Valley,
Leeds, Greater Manchester, East Midlands and Tyne & Wear. These centres have 45
fully equipped training rooms offering a capacity of approximately 500 delegate
places. Increasingly, training is carried out at customer locations and using
specialist associate instructors. Xpertise has 40 full-time instructors and
approximately 100 associate instructors available to deliver training to its
customers.
Through its sole trading subsidiary Xpertise provides different training
products, through one management team and with a single operating structure. The
revenue of Xpertise during 2007 was attributable to sales in the UK arising from
the principal activity of supplying IT training services.
9. Management and employees
The Board of QA-IQ Bidco attaches great importance to the skills and experience
of the management and employees of Xpertise and gives assurances that, upon the
Recommended Offer becoming or being declared unconditional in all respects, the
existing employment rights of all Xpertise Group employees will continue to be
fully safeguarded and their accrued rights to pensions benefits protected.
10. Share option schemes
The Recommended Offer extends to any Xpertise Shares which are unconditionally
allotted or issued whilst the Recommended Offer remains open for acceptance (or
by such earlier time and/or date as QA-IQ Bidco may, subject to the City Code
and/or with the consent of the Panel, determine, but not being earlier than the
date on which the Recommended Offer becomes or is declared unconditional as to
acceptances) as a result of the exercise of options or other awards granted
under the Xpertise Share Option Schemes.
QA-IQ Bidco will make appropriate proposals in due course to participants in the
Xpertise Share Option Schemes, to the extent that their options, or awards
granted under the Xpertise Share Option Schemes, have not been exercised.
11. Disclosure of interests in shares
Save as set out in paragraph 3 above, neither QA-IQ Bidco, nor (so far as QA-IQ
Bidco is aware) any person acting, or deemed to be acting, in concert with QA-IQ
Bidco for the purposes of the Recommended Offer has:
(i) an interest in, or a right to subscribe for, Xpertise Shares or in any
securities convertible or exchangeable into Xpertise Shares ('Relevant Xpertise
Securities');
(ii) any short position in Relevant Xpertise Securities (whether conditional or
absolute and whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery; or
(iv) borrowed or lent any Relevant Xpertise Securities (except for any borrowed
Shares which have been either on-lent or sold) or has any arrangement in
relation to Relevant Xpertise Securities.
For these purposes, 'arrangement' includes indemnity or option arrangements and
any agreement or understanding, formal or informal, of whatever nature, relating
to Relevant Xpertise Securities which may be an inducement to deal or refrain
from dealing in such securities. In the interests of secrecy prior to this
announcement, QA-IQ Bidco has not made any enquiries in this respect of certain
parties which are or may be deemed to be acting in concert with it for the
purposes of the Recommended Offer. If such enquiries, which are now being made,
reveal any relevant additional interests, the same will be discussed with the
Panel and, if appropriate, will be disclosed to Xpertise Shareholders.
12. Compulsory acquisition, delisting and cancellation of trading in Xpertise
Shares
If QA-IQ Bidco receives acceptances under the Recommended Offer in respect of,
and/or otherwise acquires or contracts to acquire, 90 per cent. or more in
nominal value of the Xpertise Shares to which the Recommended Offer relates and
of the voting rights carried by those Xpertise Shares and assuming that all of
the other conditions of the Recommended Offer have been satisfied or waived (if
capable of being waived), QA-IQ Bidco intends to exercise its rights in
accordance with sections 974 to 991 of the Companies Act to acquire compulsorily
the remaining Xpertise Shares on the same terms as the Recommended Offer.
Following the Recommended Offer becoming or being declared unconditional in all
respects and subject to any applicable requirements of the AIM Rules, QA-IQ
Bidco intends to procure that Xpertise applies to the London Stock Exchange for
the cancellation of trading in Xpertise Shares on AIM. It is anticipated that
such cancellation will take effect no earlier than 20 Business Days after the
Recommended Offer becomes or is declared unconditional in all respects (provided
that QA-IQ Bidco has acquired, or agreed to acquire, issued ordinary share
capital carrying 75 per cent. of the voting rights of Xpertise). Delisting and
the cancellation of trading of Xpertise Shares will significantly reduce the
liquidity and marketability of any Xpertise Shares not acquired by QA-IQ Bidco.
It is also intended that, following the Recommended Offer becoming or being
declared unconditional in all respects, Xpertise will be re-registered as a
private company.
13. Anticipated timetable
QA-IQ Bidco will dispatch the Offer Document to Xpertise Shareholders and, for
information only, to holders of share options in Xpertise as soon as practicable
and, in any event, within 28 days of this announcement.
14. General
There are no agreements or arrangements to which QA-IQ Bidco is a party which
relate to the circumstances in which it may or may not invoke or seek to invoke
a condition to the Recommended Offer.
Neither QA-IQ Bidco nor any person acting in concert with QA-IQ Bidco has any
arrangement of the kind referred to in Note 6 on Rule 8 of the City Code.
Your attention is drawn to the further information contained in the Appendices
which form part of this announcement.
The conditions to the Recommended Offer and a summary of further terms in
relation to the Recommended Offer set out in Appendix I to this announcement
form part of, and should be read in conjunction with, this announcement.
Appendix II to this announcement contains definitions of certain terms used in
this announcement.
The Recommended Offer will be subject to the applicable requirements of the City
Code.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
Enquiries:
QA-IQ Bidco Telephone: +44 (0) 1753 898 300
Christian Martin (Chairman)
William Macpherson (Chief Executive Officer)
Xpertise Telephone: +44 (0) 186 531 0150
Richard Last (Chairman)
Ian Johnson (Chief Executive)
Lincoln International Telephone: +44 (0) 20 7022 9880
(Financial adviser to QA-IQ Bidco)
Darren Redmayne (Managing Director)
Julian Tunnicliffe (Managing Director)
KBC Peel Hunt Telephone: +44 (0) 20 7418 8900
(Corporate broker to QA-IQ Bidco)
Marianne Woods (Director)
Daniel Stewart & Company Telephone: +44 (0) 20 7776 6550
(Financial adviser to Xpertise)
Lindsay Mair (Director)
Simon Leathers
Further Information
Appendix I sets out the conditions to the Recommended Offer.
Appendix II contains definitions of certain terms used in this announcement.
In accordance with Rule 2.10 of the City Code, Xpertise confirms that it has
5,633,949 ordinary shares of 8p each in issue and admitted to trading on the
London Stock Exchange under UK ISIN code GB00B0Z6YX31.
Lincoln International LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting exclusively as financial adviser to QA-IQ Bidco and no one else in
connection with the Recommended Offer and will not be responsible to anyone
other than QA-IQ Bidco for providing the protections afforded to clients of
Lincoln International LLP or for providing advice in relation to the Recommended
Offer or any other matters referred to in this announcement.
KBC Peel Hunt Ltd., which is authorised and regulated in the United Kingdom by
the Financial Services Authority for investment business activities, is acting
exclusively as corporate broker to QA-IQ Bidco and no one else in connection
with the Recommended Offer and will not be responsible to anyone other than
QA-IQ Bidco for providing the protections afforded to clients of KBC Peel Hunt
or for providing advice in relation to the Recommended Offer or any other
matters referred to in this announcement.
Daniel Stewart & Company plc, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting exclusively as financial adviser to Xpertise and no one else in
connection with the Recommended Offer and will not be responsible to anyone
other than Xpertise for providing the protections afforded to clients of Daniel
Stewart & Company plc or for providing advice in relation to the Recommended
Offer or any other matters referred to in this announcement.
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or an invitation to subscribe for or purchase any
securities or the solicitation of an offer to purchase or subscribe any
securities in any jurisdiction pursuant to the Recommended Offer or otherwise.
The Recommended Offer will be made solely through the Offer Document, which will
contain the full terms and conditions of the Recommended Offer (including
details on how to accept the Recommended Offer). Any response in relation to the
Recommended Offer should be made only on the basis of the information contained
in the Offer Document and the Form of Acceptance or any other document by which
the Recommended Offer is made. Shareholders are advised to read carefully the
formal documentation in relation to the Recommended Offer once it has been
dispatched. This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
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 would
have been disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the UK. Unless otherwise determined by QA-IQ
Bidco or required by the City Code and permitted by applicable law and
regulation, the Recommended Offer will not be made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality (including,
without limitation, by means of telephone, facsimile, telex, internet or other
forms of electronic communication) of interstate or foreign commerce of, or any
facilities of a securities exchange of, the United States, Canada or Japan, and
the Recommended Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within the United States, Canada or Japan.
Accordingly, unless otherwise determined by QA-IQ Bidco or required by the City
Code and permitted by applicable law and regulation, copies of this announcement
and any other related document are not being, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into the United
States, Canada or Japan and persons receiving such documents (including
custodians, nominees and trustees) must not distribute or send them in, into or
from such jurisdictions as doing so may make invalid any purported acceptance of
the Recommended Offer by persons in any such jurisdiction.
The availability of the Recommended Offer to persons not resident in the UK may
be affected by the laws of the relevant jurisdiction. Persons who are subject to
the laws of any jurisdiction other than the United Kingdom should obtain
professional advice and observe any applicable requirements.
Forward-looking statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and businesses of QA-IQ and
Xpertise and certain plans and objectives of the boards of directors of QA-IQ
Bidco and Xpertise. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as 'anticipate', 'target',
'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'will', 'may',
'should', 'would', 'could' or other words of similar meaning. These statements
are based on assumptions and assessments made by the boards of directors of
QA-IQ Bidco and Xpertise in light of their experience and their perception of
historical trends, current conditions, expected future developments and other
factors they believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, and the factors described in the context of such
forward-looking statements in this announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this announcement. Neither QA-IQ Bidco or Xpertise nor their
respective boards of directors assume any obligation to update or correct the
information contained in this announcement, whether as a result of new
information, future events or otherwise, except to the extent legally required.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of QA-IQ or Xpertise
or any member of the QA-IQ Group or Xpertise Group except where expressly
stated.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent or more of any class of
'relevant securities' of Xpertise, all 'dealings' in any 'relevant securities'
of Xpertise (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 p.m. (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Recommended Offer becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the Recommended Offer Period
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an 'interest' in 'relevant
securities' of Xpertise, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Xpertise, by QA-IQ Bidco or Xpertise, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel on
telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.
Appendix I
Conditions to the Recommended Offer
The Offer will be subject to the following conditions:
(A) valid acceptances being received (and not, where permitted, withdrawn) by no
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 QA-IQ may, with the consent of the Panel or
in accordance with the City Code, decide) in respect of more than 50 per cent.
(or such lesser percentage as QA-IQ Bidco may, subject to the City Code, decide)
in nominal value of the Xpertise Shares to which the Offer relates, provided
that this condition will not be satisfied unless QA-IQ Bidco and/or any group
company of QA-IQ Bidco shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, Xpertise Shares carrying, in aggregate, more
than 50 per cent. of the voting rights then normally exercisable at a general
meeting of Xpertise, including for this purpose (except to the extent otherwise
agreed by the Panel) any such voting rights attaching to any Xpertise 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; and for this
purpose:
(i) shares which have been unconditionally allotted, whether pursuant to the
exercise of any outstanding conversion or subscription rights or otherwise,
shall be deemed to carry the voting rights which they will carry upon being
registered in the register of members of Xpertise;
(ii) the expression 'Xpertise Shares to which the Offer relates' shall be
construed in accordance with Section 974 to 991 of the Companies Act; and
(iii) valid acceptances shall be treated as having been received in respect of
any Xpertise Shares that QA-IQ Bidco shall, for the purposes of section 979(8)
of the Companies Act, be treated as having acquired or contracted to acquire by
virtue of acceptances of the Offer;
(B) to the extent that the Offer, if successful, would constitute a relevant
merger within the meaning of section 23 of the Enterprise Act 2002, the Office
of Fair Trading not having indicated that it is their intention to refer the
proposed Offer, or any matters arising from or related to the Offer, to the
Competition Commission;
(C) the acquisition agreement dated 23 July 2008 between Parity Group plc,
Parity Holdings Limited, Xpertise Group plc and Xpertise Training Limited
relating to the acquisition by Xpertise Training Limited of Parity Training
Limited not having become unconditional and the acquisition of Parity Training
Limited by Xpertise Training Limited (or any other member of the Xpertise Group)
not having otherwise completed;
(D) Xpertise not having issued or allotted any of the Xpertise Placing Shares
and all obligations to issue the Xpertise Placing Shares having lapsed or
otherwise failed to become unconditional;
(E) no government or governmental, quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body, court, trade agency,
association, institution, or any other body or person whatsoever in any
jurisdiction (each an 'Authority') having, without the consent or agreement of
QA-IQ Bidco, prior to the date when the Offer becomes otherwise unconditional in
all respects, decided to take, instituted, implemented or threatened any action,
proceedings, suit, investigation, enquiry or reference, or made, proposed or
enacted, any statute, regulation, decision or order, or taken any other steps
which would or might reasonably be expected to:
(i) require, prevent or delay the divestiture by the Wider Xpertise Group or the
QA-IQ Group of all or a material portion of their respective businesses, assets
or properties or impose any material limitation on the ability of any of them to
conduct all or any material portion of their respective businesses or own all or
any material portion of their respective assets or properties;
(ii) impose any limitation on, or result in a delay in, the ability of any
member of the QA-IQ Group directly or indirectly to acquire or to hold or to
exercise effectively, directly or indirectly, all or any rights of ownership of
shares in Xpertise or on the ability of any member of the Wider Xpertise Group
or any member of the QA-IQ Group to hold or exercise effectively, directly or
indirectly, all or any rights of ownership of shares or loans or securities
convertible into shares or any other securities (or the equivalent) in any
member of the Wider Xpertise Group or to exercise management control over any
such member of the Wider Xpertise Group to an extent which is material in the
context of the Offer;
(iii) require any member of the QA-IQ Group to offer to acquire any shares or
other securities or interest in any member of the Wider Xpertise Group owned by
any third party where such an acquisition would be material in the context of
the Wider Xpertise Group taken as a whole;
(iv) (a) make the Offer or its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control of, Xpertise void,
illegal, and/or unenforceable under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit or delay the
same, or impose additional conditions or obligations with respect thereto, or
(b) otherwise challenge, or require amendment of, the Offer to an extent which
is material in the context of the Offer; or
(v) otherwise adversely affect the business, assets or profits of any member of
the QA-IQ Group or any member of the Wider Xpertise Group in a manner which is
material in the context of the Wider Xpertise Group or of the obligations of the
members of the QA-IQ Group in connection with the Offer in each case taken as a
whole,
and all applicable waiting and other time periods during which any Authority
could decide to take, institute, implement or threaten any such action,
proceeding, suit, investigation or enquiry having expired or been terminated;
(F) all necessary filings having been made in connection with the Offer and all
statutory or regulatory obligations in any relevant jurisdiction having been
complied with in connection with the Offer or the acquisition by any member of
the QA-IQ Group of any shares or other securities in, or control of, Xpertise
and all necessary waiting periods under any applicable legislation or
regulations of any relevant jurisdiction having expired, lapsed or been
terminated (as appropriate) and all authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and approvals
necessary or in respect of the Offer and the proposed acquisition of any shares
or other securities in, or control of, Xpertise by any member of the QA-IQ Group
having been obtained in terms and in a form satisfactory to QA-IQ (acting
reasonably) from all relevant Authorities or persons with whom any member of the
Wider Xpertise Group has entered into contractual arrangements and all such
authorisations, orders, recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals, together with all authorisations, orders,
recognitions, grants, licences, confirmations, clearances, permissions and
approvals necessary to carry on the business of any member of the Wider Xpertise
Group, remaining in full force and effect and all filings necessary for such
purpose have been made and there being no notice of any intention to revoke or
not to renew the same at the time at which the Offer becomes otherwise
unconditional (where such revocation or failure to renew would be material in
the context of the Wider Xpertise Group, taken as a whole) and all necessary
statutory or regulatory obligations in any relevant jurisdiction having been
complied with in all material respects;
(G) save as Disclosed, there being no provisions of any arrangement, agreement,
licence, permit or other instrument to which any member of the Wider Xpertise
Group is a party or by or to which any such member or any of its assets may be
bound, entitled or subject and which, in consequence of the Offer, or the
proposed acquisition of any shares or other securities in Xpertise or because of
a change in the control or management of Xpertise or otherwise, could or might
reasonably be expected to result, to an extent in each case, which would be
material in the context of the Wider Xpertise Group taken as a whole, in:
(i) any monies borrowed by, or any other indebtedness (actual or contingent) of
or grant available to, any such member, being or becoming repayable or capable
of being declared repayable immediately or earlier than their or its stated
maturity date or repayment date or the ability of such member to borrow monies
or incur any indebtedness being withdrawn or inhibited;
(ii) the creation of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any such member or any
such security (whenever arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, licence, permit or instrument or the
rights, liabilities, obligations or interests thereunder of any such member of
the Wider Xpertise Group being terminated or adversely modified or any action
being taken or any obligation or liability arising thereunder that is material
in the context of the Offer;
(iv) any assets or interests of any such member being or falling to be disposed
of or charged or any right arising under which any such asset or interest could
be required to be disposed of or charged;
(v) the rights, liabilities, obligations, interests or business of any such
member in or with any firm or body or, in the case of a business any
arrangements relating to such interest or business, being terminated or
adversely modified or affected;
(vi) any such member ceasing to be able to carry on business under any name
under which it presently does so;
(vii) the financial or trading position or prospects of any member of the Wider
Xpertise Group being prejudiced or adversely affected to an extent which is
material in the context of the Offer; or
(viii) the creation of any material liability, actual or contingent, by any such
member otherwise than in the ordinary course of business;
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit, or other instrument to which any member of the
Wider Xpertise Group is a party or by or to which any such member or any of its
assets is bound, entitled or subject, would result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (viii) of this
paragraph (G);
(H) save as Disclosed, no member of the Wider Xpertise Group since 31 December
2007 having:
(i) (without prejudice to paragraph D of this Appendix 1) issued or agreed to
issue or authorised or proposed the issue or grant of additional shares of any
class, or securities convertible into, or rights, warrants or options to
subscribe for or acquire any such shares or convertible securities (save for
options granted, and for any Xpertise Shares allotted upon exercise of options
granted, prior to the date hereof under the Xpertise Share Option Schemes);
(ii) other than to a wholly-owned member of the Xpertise Group, recommended,
declared, paid, made or proposed to recommend, declare, pay or make any bonus,
dividend or other distribution whether payable in cash or otherwise;
(iii) issued, authorised or proposed the issue of any debentures, save in the
ordinary course of business, or incurred or increased any indebtedness or become
subject to any contingent liability which is material in the context of the
Wider Xpertise Group as a whole;
(iv) entered into or offered to enter into (which remains open for acceptance)
any contract, any reconstruction or amalgamation, any transaction or arrangement
otherwise than in the ordinary course of business which in any such case is
material in the context of the Wider Xpertise Group as a whole;
(v) entered into an agreement, contract, arrangement or commitment or passed any
resolution or made any offer (which remains open for acceptance) with respect to
any of the transactions or events referred to in this paragraph which in any
such case is material in the context of the Wider Xpertise Group as a whole;
(vi) entered into or materially varied or made an offer (which remains open for
acceptance) to enter into or materially vary, the terms of any service agreement
with any director, or (other than in the ordinary course of business) with any
senior executive of the Xpertise Group;
(vii) entered into or offered to enter into (which offer remains open for
acceptance) any agreement which consents to the restriction of the scope of the
business of any member of the Wider Xpertise Group which is material in the
context of the Wider Xpertise Group or the QA-IQ Group as a whole;
(viii) waived or compromised any material claim otherwise than in the ordinary
course of business which is material in the context of the Wider Xpertise Group
taken as a whole;
(ix) entered into or varied or authorised, or offered (which offer remains open
for acceptance) to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which is restrictive to the
businesses of any member of the Wider Xpertise Group or which involves an
obligation of such a nature or magnitude and which is material in the context of
the Wider Xpertise Group as a whole;
(x) purchased, redeemed or repaid or announced any proposal to purchase, redeem
or repay any of its own shares or other securities or reduced, save in respect
of the matters mentioned in sub-paragraph (i) above, or made any other material
change to any part of its share capital;
(xi) taken any corporate action or (to an extent which is material in the
context of the Xpertise Group taken as a whole) had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such person
appointed;
(xii) save for transactions between wholly-owned members of the Xpertise Group,
merged with any body corporate or acquired or disposed of or demerged or
transferred, mortgaged or charged or created any security interest over any
material assets or any right, title or interest in any material asset (including
shares in subsidiaries, associates and trade investments) or authorised or
proposed or announced any intention to propose any merger, demerger, acquisition
or disposal, transfer, mortgage or charge or security interest or change in its
loan capital, as aforesaid (other than in the ordinary course of business) which
in any such case is material in the context of the Offer;
(I) since 31 December 2007 and save as Disclosed:
(i) there having been no adverse change in the business, assets, financial or
trading position or profits of Xpertise or any other member of the Wider
Xpertise Group in each case which is material in the context of the Wider
Xpertise Group taken as a whole;
(ii) there having been no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Xpertise Group is or
could reasonably be expected to become a party (whether as plaintiff or
defendant or otherwise), no such proceedings having been threatened in writing
against any member of the Wider Xpertise Group and no investigation by an
Authority against or in respect of any member of the Wider Xpertise Group having
been instituted, threatened or announced by or against or remaining outstanding
in respect of any member of the Wider Xpertise Group which in any such case
might adversely affect any member of the Wider Xpertise Group in any way which
is material in the context of the Wider Xpertise Group taken as a whole;
(iii) no contingent or other liability having arisen which would be reasonably
likely materially and adversely to affect the Wider Xpertise Group taken as a
whole; or
(iv) no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any licence held by any member of
the Wider Xpertise Group which is necessary for the proper carrying on of its
business and where such withdrawal, cancellation, termination or modification
would be material in the context of the Wider Xpertise Group, taken as a whole;
(J) save as Disclosed, QA-IQ Bidco not having discovered after the date of the
Original Announcement:
(i) that any financial, business or other information concerning the Wider
Xpertise Group that is material in the context of the Offer as contained in the
information publicly disclosed at any time by any member of the Wider Xpertise
Group, is materially misleading, contains a material misrepresentation of fact
or omits to state a fact necessary to make the information contained therein not
materially misleading which has not been corrected and which is material in the
context of the Wider Xpertise Group taken as a whole;
(ii) that any member of the Wider Xpertise Group is subject to any liability
(contingent or otherwise) which is not disclosed in the Annual Report and
Accounts of Xpertise for the financial year ended 31 December 2007 and which is
material in the context of the Wider Xpertise Group taken as a whole;
(iii) that any past or present member of the Wider Xpertise Group has not
complied with any and all applicable laws and regulations of any relevant
jurisdiction relating to an emission, disposal, discharge, deposit, spillage or
leak of waste or hazardous or harmful substances on or about or from any land or
property of any description or other asset now or previously owned, occupied or
made use of by any past or present member of the Wider Xpertise Group which
non-compliance would be reasonably likely to give rise to any liability (whether
actual or contingent) on the part of any member of the Wider Xpertise Group
which would be material in the context of the Xpertise Group taken as a whole;
and
(iv) that there is or is likely to be, for that or any other reason whatsoever,
any liability (whether actual or contingent) of any past or present member of
the Wider Xpertise Group to or requirement to make good, repair, reinstate or
clean-up any property now or previously owned, occupied or made use of by any
past or present member of the Wider Xpertise Group which is material in the
context of the Xpertise Group taken as a whole.
The Offer will lapse unless the conditions set out above (other than condition
(A)) are fulfilled or (if capable of waiver) waived or, where appropriate, have
been determined by QA-IQ Bidco in its reasonable opinion to be or to remain
satisfied no later than 21 days after (i) the first closing date of the Offer
(ii) the date on which the Offer becomes or is declared unconditional as to
acceptances, whichever is the later, or such later date as the Panel may agree.
QA-IQ 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 the
conditions (B) to (J) inclusive by any date earlier than the latest date
specified above for fulfilment of that condition.
QA-IQ Bidco reserves the right to waive, in whole or in part, all or any of
conditions (B) to (J) inclusive.
QA-IQ shall be under no obligation to waive or treat as satisfied any of
conditions (B) to (J) inclusive by a date earlier than the latest date specified
above for the satisfaction thereof 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 such conditions
may not be capable of fulfilment. If QA-IQ Bidco is required by the Panel to
make an offer for Xpertise Shares under the provisions of Rule 9 of the City
Code, QA-IQ Bidco may make such alterations to the conditions as are necessary
to comply with the provisions of that Rule.
The Offer will lapse (unless otherwise agreed by the Panel) if it is referred to
the Competition Commission in the United Kingdom before 1.00 p.m. (London time)
on the first closing date of the Offer or the date on which the Offer becomes or
is declared unconditional as to acceptances, whichever is the later. In such
circumstances the Offer will cease to be capable of further acceptance and
persons accepting the Offer and QA-IQ Bidco shall thereupon cease to be bound by
acceptances delivered on or before the date on which the Offer so lapses.
This Offer will be governed by English Law and will be subject to the
jurisdiction of the English courts and the conditions set out above and those
terms which will be set out in the Offer Document and in the Form of Acceptance.
Appendix II
Definitions
The following definitions apply throughout this announcement, unless the context
otherwise requires:
-0-
*T
'AIM' the AIM market operated by the London Stock Exchange;
'AIM Rules' the AIM Rules for Companies published by the London
Stock Exchange;
'Board of QA-IQ' the board of directors of QA-IQ as at the date of this
announcement;
'Board' or 'Board of the board of directors of Xpertise as at the date of
Xpertise' or 'Xpertise this announcement;
Directors'
'Business Day' a day (other than a Saturday, a Sunday or public
holiday) on which banks are generally open for
business in the City of London for the transaction of
all normal sterling banking business;
'Canada' Canada, its provinces and territories and all areas
subject to its jurisdiction and any political
subdivision thereof;
'City Code' the City Code on Takeovers and Mergers of the United
Kingdom;
'Closing Price' the closing middle market quotation of an Xpertise
Share as derived from the AIM Appendix to the Daily
Official List;
'Companies Act' the Companies Act 2006 (as amended);
'Daily Official List' the Daily Official List of the London Stock Exchange;
'Deferred Shares' means the deferred shares of 0.1 pence each in the
capital of Xpertise of which 3,091,308,066 are in
issue at the date of this announcement;
'Disclosed' (i) as disclosed in the Annual Report and Accounts of
Xpertise for the financial year ended 31 December
2007; or (ii) publicly announced by Xpertise (by the
delivery of an announcement to an authorised
Regulatory Information Service) prior to the date of
the Original Announcement;
'Englefield Capital' Englefield Capital LLP;
'Form of Acceptance' the form of acceptance relating to the Offer which will
be distributed with the Offer Document;
'FSA' the Financial Services Authority;
'FSMA' the Financial Services and Markets Act 2000 (as
amended);
*T
-0-
*T
'ISIS' means together Baronsmead VCT 2 plc, Baronsmead VCT 3
plc and Baronsmead VCT 4 plc;
'Japan' Japan, its cities, prefectures, territories and
possessions;
'KBC Peel Hunt' KBC Peel Hunt Ltd., corporate broker to QA-IQ Bidco;
'Lincoln International' Lincoln International LLP, financial adviser to QA-IQ
Bidco;
'Listing Rules' the rules and regulations made by the Financial
Services Authority in its capacity as the UK Listing
Authority under the Financial Services and Markets Act
2000 and contained in the publication of the same
name;
'London Stock Exchange' London Stock Exchange plc, together with any successors
thereto;
'Non-Overseas Xpertise those Xpertise Shareholders who are not Overseas
Shareholders' Xpertise Shareholders;
'Offer', 'Recommended the proposed recommended offer at 165 pence per
Offer' or 'Increased Xpertise Share to be made by Lincoln International on
Recommended Offer' behalf of QA-IQ Bidco to acquire all of the issued and
to be issued Xpertise Shares not already owned (or
contracted to be acquired) by any member of the QA-IQ
Group on the terms and conditions to be set out in the
Offer Document and where the context permits any
subsequent revision, variation, extension or renewal
thereof;
'Offer Document' the document to be published containing the Recommended
Offer;
'Offer Price' 165 pence per Xpertise Share;
'Original Announcement' the announcement of the proposed offer at 150 pence per
Xpertise Share made by Lincoln International on behalf
of QA-IQ Bidco on 22 August 2008;
'Original Offer Price' the proposed offer at 150 pence per Xpertise Share
announced by Lincoln International on behalf of QA-IQ
Bidco on 22 August 2008;
'Overseas Xpertise Xpertise Shareholders who hold Xpertise Shares who are
Shareholders' citizens, residents or nationals of jurisdictions
outside the United Kingdom or who are nominees of, or
custodian or trustees for citizens or nationals of
other countries;
'Panel' The Panel on Takeovers and Mergers of the United
Kingdom;
'Parity Training' Parity Training Limited;
'QA-IQ' QA-IQ Holdings Limited, a company registered in England
and Wales under number 6255402;
*T
-0-
*T
'QA-IQ Bidco' QA-IQ Investments (UK) Limited, a company registered in
England and Wales under number 6670975, a wholly owned
subsidiary of QA-IQ;
'QA-IQ Group' QA-IQ Holdings Limited and its subsidiary undertakings
from time to time;
'Regulatory Information any of the services set out in Appendix 3 to the
Service' Listing Rules;
'Third Party' any government, government department or governmental,
quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body,
court, stock exchange, trade agency, association,
institution or any other body or person whatsoever in
any jurisdiction;
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern
Ireland;
'United States' or 'USA' the United States of America, its territories and
possessions, any state of the United States of America
and the District of Columbia, and all other areas
subject to its jurisdiction;
'VAT' United Kingdom value added tax;
'Wider Xpertise Group' Xpertise, any subsidiary and associated undertakings of
Xpertise and any other undertakings in which Xpertise
and any such subsidiary and associated undertakings
(aggregating their interests) have a significant
interest;
'Xpertise' Xpertise Group plc;
'Xpertise Annual Report and the audited annual consolidated financial statements of
Accounts' the Xpertise Group for the financial year ended 31
December 2007;
'Xpertise Group' Xpertise and its subsidiary undertakings;
'Xpertise Placing' means the conditional placing of the Xpertise Placing
Shares by Daniel Stewart & Company plc as agent on
behalf of Xpertise;
'Xpertise Placing Shares' means the 3,250,000 ordinary shares of 8 pence each in
the capital of Xpertise which Xpertise proposes to
issue in order to partly finance the acquisition of
Parity Training;
'Xpertise Share Option means the Xpertise Unapproved Share Option Scheme and
Schemes' the Xpertise Enterprise Management Incentive Scheme;
'Xpertise Share Options' the options over Xpertise Shares granted under the
Xpertise Share Option Schemes;
*T
-0-
*T
'Xpertise Shares' the existing unconditionally allotted and issued and
fully paid ordinary shares of 8 pence each in the
capital of Xpertise and any further ordinary shares of
8 pence each in the capital of Xpertise which are
unconditionally allotted and issued and fully paid
before the date on which the Offer closes or before
such earlier date as QA-IQ Bidco (subject to the City
Code) may determine, not being earlier than the date
on which the Offer becomes or is declared
unconditional as to acceptances;
'Xpertise Shareholders' the holders of Xpertise Shares; and
'Xpertise Training' Xpertise Training Limited.
*T
For the purposes of the definition of 'Wider Xpertise Group' only 'subsidiary
undertaking', 'associated undertaking' and 'undertaking' have the meaning given
to those terms by the Companies Act (but for this purpose, ignoring paragraph
20(1)(b) of Schedule 4A to the Companies Act 1985) and 'significant interest'
means a direct or indirect interest of 20 per cent. or more of the voting or
equity share capital (or the equivalent) of the undertaking.
All references to legislation in this announcement are to English legislation
unless the contrary is indicated.
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
For the purposes of this announcement, 'subsidiary undertaking', 'subsidiary,'
'associated undertaking' and 'undertaking' have the meanings under the Companies
Act.
References to '£', 'pounds sterling' and 'pence' are to the lawful currency of
the United Kingdom.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
All times referred to in this announcement are to London times unless otherwise
specified.
END.