NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
For immediate release
3 November 2025
UNCONDITIONAL MANDATORY CASH OFFER
by
Bart Turtelboom (the "Bidder" or "Mr Turtelboom")
for the entire issued and to be issued ordinary share capital of
APQ Global Limited ("APQ" or the "Company")
not already held by Mr Turtelboom (or any person acting in concert with him)
Offer Closed
Introduction
On 19 September 2025, Mr Turtelboom announced the terms of an unconditional mandatory cash offer for the entire issued and to be issued share capital of the Company at a price of US$0.01 per Ordinary Share (the "Offer"). The full terms and conditions of the Offer and the procedures for its acceptance were set out in the offer document (the "Offer Document") and the form of acceptance, both published on 10 October 2025.
As set out in the Offer Document, as at the Latest Practicable Date, Mr Turtelboom owned a total of 122,443,953 Ordinary Shares, representing approximately 68.57 per cent. of the ordinary share capital of the Company in issue.
As a result of Mr Turtelboom holding Ordinary Shares representing more than 50 per cent. of the ordinary share capital of the Company in issue, the Offer was unconditional from the outset and not subject to any minimum acceptance condition. Accordingly, Mr Turtelboom may close the Offer without further notice from any time following 1.00 p.m. (London time) on 31 October 2025.
Unless the context otherwise requires or to the extent otherwise defined in this announcement (the "Announcement"), terms defined in the Offer Document will have the same meaning when used in this Announcement.
Offer Closure
The deadline for acceptance of the Offer of 1.00 p.m. (London time) on 31 October 2025 has now passed, and as such the Offer is now closed to acceptances and the Offer Period has now ended.
Level of Acceptances and Ownership
As at 1.00 p.m. (London time) on 31 October 2025, valid acceptances in respect of the Offer had been received by or on behalf of Mr Turtelboom in respect of 15,734,884 Ordinary Shares not already held by him (or any person acting in concert with him).
Accordingly, immediately after the close of the Offer, Mr Turtelboom's either holds or has received valid acceptance in respect of a total of 138,178,837 Ordinary Shares, representing approximately 77.39 per cent. of the existing issued share capital and voting rights of the Company.
So far as Mr Turtelboom is aware, there are no outstanding irrevocable undertakings or letters of intent in respect of the Ordinary Shares.
Save as disclosed above, neither Mr Turtelboom nor any person acting in concert with him has:
(a) any interest in, or right to subscribe in respect of, or any short position in relation to APQ relevant securities (as defined in the Offer Document), 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 of APQ relevant securities; or
(b) borrowed or lent any APQ relevant securities (including any financial collateral arrangements), save for any borrowed shares which have been either on-lent or sold.
The percentages of Ordinary Shares referred to in this Announcement are based on a figure of 178,559,983 Ordinary Shares in issue (and no Ordinary Shares held in treasury) as at the Latest Practicable Date.
Settlement of Cash Consideration
As set out in the Offer Document, settlement of the cash consideration to which any Shareholder is entitled under the Offer will be effected in the case of acceptances received, valid and complete by the First Closing Date, within 14 days of such date.
No cash consideration will be sent to an address in a Restricted Jurisdiction.
Enquiries
| The Company
|
|
| SP Angel (Rule 3 Adviser to the Company) Matthew Johnson/Adam Cowl/Richard Morrison
|
+44 20 3470 0470 |
| Mr Turtelboom
|
Important notices relating to the Rule 3 adviser
S.P. Angel Corporate Finance LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of S.P. Angel Corporate Finance LLP or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. S.P. Angel Corporate Finance LLP has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which they appear.
Further information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, ANY OFFER TO SELL OR ANY INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
THE OFFER WAS MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE, WHICH CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER.
No person has been authorised to make any representations on behalf of the Bidder concerning the Offer which are inconsistent with the statements contained herein, and any such representations, if made, may not be relied upon as having been so authorised.
No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.
This Announcement has been prepared for the purpose of complying with English and Guernsey law and the Takeover Code, and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom and Guernsey.
The Offer was subject to the applicable requirements of the Takeover Code, the Panel, the Companies Law of Guernsey and TISE.
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 forth in this Announcement since such date.
Overseas Shareholders
This Announcement has been prepared in accordance with English and Guernsey law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside the UK and Guernsey. The release, publication or distribution of this Announcement in, into or from jurisdictions other than the UK or Guernsey may be restricted by law and, therefore, any persons who are subject to the law of any jurisdiction other than the UK or Guernsey should inform themselves about, and observe, any applicable legal or regulatory requirements.
Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.
The receipt of cash pursuant to the Offer by Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer.
Additional information for US investors
The Offer was made for shares of a Guernsey company that is not registered under the US Exchange Act of 1934 (the "Exchange Act"). Accordingly, the Offer was subject to the procedural and disclosure requirements, rules and practices applicable in the UK and Guernsey involving a target company incorporated in Guernsey whose shares are admitted to listing on TISE, which are different from those of the United States.
The financial information included in this Announcement or the Offer Document has been (or will be) prepared in accordance with UK IFRS or EU IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. Generally accepted accounting principles in the United States differ in certain significant respects from UK IFRS and EU IFRS.
The Offer was not submitted to the review or registration procedures of any regulator outside of the UK and Guernsey and has not been approved or recommended by any governmental securities regulator. The Offer was made in reliance on the Tier 1 exemption from certain requirements of the US securities laws and is governed by laws, regulations and procedures of a non-US country that are different from those of the United States. Accordingly, the Offer was subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law. To the extent, if any, that the Offer was subject to the US securities laws, they only apply to holders of Ordinary Shares in the United States and no other person has any claims under such laws.
It may be difficult or impossible for US holders of Ordinary Shares to enforce their rights and claims, if any, arising out of the US federal securities laws, since the Company is located in a country other than the United States. US holders of Ordinary Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the Exchange Act, the Bidder or his nominees, or his brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of the Company outside the US, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on The International Stock Exchange website, https://tisegroup.com/market/companies/APQ.
US Shareholders also should be aware that the transaction contemplated herein (including the receipt of consideration pursuant to the Offer) may have tax consequences in the US and that such consequences, if any, are not described herein. Each Shareholder is urged to consult his or her independent professional advisor immediately regarding the tax consequences of acceptance of the Offer applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.
Publication of this Announcement and availability of hard copies
A copy of this Announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on APQ's website at https://www.apqglobal.com/investors/ by no later than 12.00 noon (London time) on the first Business Day after the date of this Announcement.
Neither the content of APQ's website nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.
In addition, in accordance with Rule 30 of the Takeover Code, a hard copy of this Announcement and any information incorporated by reference in this Announcement may be requested by contacting the Company on +44 (0)1481 812400 or at Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH, United Kingdom.
The Offer was subject to the provisions of the Takeover Code.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
END