REJECT THE OFFER It materially undervalues your Company InterQuest is worth more than 42 pence per share Front cover - DRAFT 4.pdf Why you should reject Chisbridge’s highly opportunistic and inadequate Offer: f Chisbridge was formed by the InterQuest executive management team which sees value in the business f The Offer fails to reflect the future potential of InterQuest’s business f A minimal control premium is being paid f There is strong institutional and other shareholder support to reject the Offer f There are significant benefits to remaining an AIM quoted company f Chisbridge needs to get 75 per cent. acceptances in order to delist InterQuest without shareholder approval DO NOT ACCEPT THE CHISBRIDGE OFFER A9Rvyrgdk_fsmv8x_59k.tmp THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your InterQuest Shares please send this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, this document should not be forwarded or transmitted in or into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No statement in this document is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this document should be interpreted to mean that earnings or earnings per share for InterQuest for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for InterQuest. Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for InterQuest and no one else in connection with the Offer and will not be responsible to anyone other than InterQuest for providing the protections afforded to clients of Panmure Gordon (UK) Limited or for providing advice in relation to the Offer or any other matter referred to in this document. A copy of this document will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on InterQuest’s website at www.interquestgroup.com/about/investment/offersite-disclaimer promptly following the publication of this document and in any event by no later than 12 noon on the business day following the publication of this document until the end of the Offer Period. For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this document. InterQuest Shareholders should read this document in its entirety including the Appendices. Copies of this document and all future documents, announcements and information required to be sent to persons in relation to the Offer may be requested to be received by such persons in hard copy form by writing to Panmure Gordon (UK) Limited, One New Change, London EC4M 9AF or by calling on telephone number 020 7886 2500 (from within the UK) or +44 20 7886 2500 (from outside the UK) between 9.00 a.m. and 5.00 p.m., Monday to Friday (excluding public holidays). THE CHISBRIDGE OFFER MATERIALLY UNDERVALUES YOUR COMPANY LETTER FROM THE INDEPENDENT DIRECTOR Registered office: 6-7 St. Cross Street London EC1N 8UB 15 June 2017 To shareholders of InterQuest Group plc and holders of options or awards in the InterQuest Share Option Schemes Dear InterQuest Shareholder, On 18 May 2017, Chisbridge announced its intention to make an offer for the entire issued and to be issued share capital of the Company not already held by Chisbridge at a price of 42 pence per Ordinary Share. The Offer Document was posted to you on 1 June 2017. The Offer is highly opportunistic and materially undervalues your Company. The Independent Director, who is being advised by Panmure Gordon, rejects the Offer of 42 pence per Ordinary Share and recommends that you do not accept the Offer and that you take no action in respect of your shareholding. Reasons why you should reject the Offer 1. Chisbridge was formed by the InterQuest executive Management Team who sees value in the business Chisbridge, a newly incorporated company formed by the InterQuest Management Team, being Gary Ashworth, Chris Eldridge and David Bygrave, has greater visibility than you and other InterQuest Shareholders of the current and likely future performance of the Company and has access to its management accounts, board materials and reviews of current trading and internal forecasts. Other shareholders of Chisbridge include Luke Johnson, an astute investor who is Chairman of private equity house Risk Capital Partners and who was previously a non-executive director of InterQuest between 2001 and 2010. The Independent Director believes that Chisbridge sees value in the business which is not reflected in the Offer Price. 2. The Offer fails to reflect the future potential of InterQuest’s business Opportunities following the acquisition of Rees Draper Wright On 3 August 2016, your Company announced the acquisition of a majority interest in Rees Draper Wright (‘‘RDW’’). The outstanding interests in RDW were acquired in October 2016. In the announcement of the acquisition it was stated that: ‘‘The Board of InterQuest believes the acquisition of RDW presents a strong strategic fit: * providing the opportunity to cross sell services in the new digital economy for both businesses; * enabling the Company to expand its operations in the US with a New York platform to grow its digital, analytics and cyber security divisions in the US; * providing an opportunity for the management of RDW to continue their expansion plans into Europe; and * adding an interim service to the Company’s search offering.’’ 2 Commenting on the acquisition at the time, Chris Eldridge, CEO of InterQuest and a co-founder of Chisbridge said: ‘‘RDW is an excellent fit for InterQuest Group, strengthening our reputation in the Global consulting sector and providing a platform to grow the Group’s existing business in the US. We are excited about developing the RDW brand and building on InterQuest Group’s digital specialisation.’’ In the trading update on 1 December 2016, your Company announced that RDW had immediately contributed to profits and had generated cross-selling opportunities. In the final results announcement on 14 March 2017, Gary Ashworth, Chairman of InterQuest and a co- founder of Chisbridge stated that: ‘‘The acquisition of Rees Draper Wright (RDW) in the latter part of the year, has allowed the Group to pursue its strategy to have greater impact at the senior level, offering executive search and interim management solutions. RDW have a rich history of delivering excellence at board and senior levels in both the professional services and private sectors. The acquisition also offers an opportunity to further develop the US platform that RDW have in place and broaden the Group’s geographical reach.’’ Progress made on restructuring of underperforming divisions During 2016, your Company implemented a number of changes that are still ongoing and made progress in restructuring underperforming divisions. In the trading update announced on 1 December 2016, Gary Ashworth commented: ‘‘I am pleased with the progress that the new management team has made in restructuring underperforming divisions of the Company but acknowledge the challenges the business has faced this year. We continue to focus on building InterQuest to be the market leading ‘‘digital transformation’’ recruitment business.’’ Further, in the final results announcement on 14 March 2017, Chris Eldridge, stated: ‘‘We have addressed the areas of the Group that have underperformed during the year and developed our service offering both in the UK and in the US following the acquisition of RDW.’’ Whilst the Management Team continues to address the underperforming areas of the business, in the medium term you, not Chisbridge – should reap the benefits of these actions as the business moves forward. Focus on technology markets should deliver structural growth in the medium and long term InterQuest is focused on recruitment within the digital economy with the vision to exploit opportunities in the digital security, analytics, change management and e-commerce sectors. It is estimated that the UK digital economy is growing at approximately 32 per cent. faster than the rest of the economy. Moreover, jobs in the digital economy are growing 2.8 times faster than in any other economic sector1. The UK digital economy is currently valued at c.£626 billion2 and is forecast to account for 33 per cent. of real UK GDP by 20213. The Independent Director believes that the underlying structural growth in the technology markets that InterQuest services should, everything else being equal assist growth in the medium and long term. 1 Tech nation, 2016 2 Daily Telegraph, 21 January 2016 3 Accenture Strategy, 2016 3 3. Chisbridge is not paying an adequate premium for control The Offer Price of 42 pence per Ordinary Share represents a discount of approximately: * 5.6 per cent.