TIDMFIP TIDMIPO
RNS Number : 8062A
Fusion IP PLC
24 February 2014
The following amendment has been made to the 'Offer for IP Group
PLC' announcement released on 24/2/2014 at 15:42 under RNS No
8055A.
The headline of the announcement should read 'Recommended Offer
for Fusion IP plc'.
All other details remain unchanged. The full amended text is
shown below.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
24 February 2014
Fusion IP plc
("Fusion IP" or the "Company")
Recommended offer for Fusion IP by IP Group plc ("IP Group") to
be effected by means of a scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Acquisition")
Further to the announcement by the Company on 4 February 2014
regarding the posting of the scheme document relating to the
Acquisition (the "Scheme Document"), Fusion IP wishes to clarify to
Fusion IP Shareholders that in addition to the Conditions set out
in appendix 1 of the Scheme Document and subject to the
requirements of the Panel, the Acquisition is conditional on the
FCA having acknowledged to IP Group or its agent (and such
acknowledgement not having been withdrawn) that the application for
the admission of the New IPG Shares to the Official List with a
premium listing has been approved and (after satisfaction of any
conditions to which such approval is expressed to be subject
("listing conditions")) will become effective as soon as a dealing
notice has been issued by the FCA and any listing conditions having
been satisfied; and (ii) the London Stock Exchange having
acknowledged to IP Group or its agent (and such acknowledgement not
having been withdrawn) that the New IPG Shares will be admitted to
trading on the London Stock Exchange's main market for listed
securities.
Furthermore, Fusion IP wishes to remind Fusion IP Shareholders
that the Court Meeting and the Fusion IP General Meeting are due to
take place at 11.00 a.m. and 11.15 a.m., respectively, on 27
February 2014 and that the deadline for submission of Forms of
Proxy is 11.00 a.m. on 25 February 2014, in respect of the Court
Meeting and 11.15 a.m. on 25 February 2014, in respect of the
Fusion IP General Meeting. However it should be noted that if the
Form of Proxy for the Court Meeting is not lodged by 11.00 a.m. on
25 February 2014, it may be handed to a representative of Fusion
IP's registrars, Capita Asset Services, on behalf of the chairman
of the Court Meeting before the taking of the poll.
Unless otherwise defined herein, capitalised terms in this
announcement shall have the meaning given to such terms in the
Scheme Document.
For further information please contact:
Fusion IP +44 (0) 114 275 5555
David Baynes, CEO
Stuart Gall, Press Relations
Cenkos Securities plc (Financial Adviser to Fusion IP) +44 (0)
20 7397 8900
Bobbie Hilliam, Harry Pardoe (Corporate Finance)
Julian Morse (Sales)
IP Group plc +44 (0) 20 7444 0050
Alan Aubrey, Chief Executive Officer
Greg Smith, Chief Financial Officer
Liz Vaughan-Adams, Communications +44 (0) 20 7444 0062 / +44 (0) 7979 853 802
liz.vadams@ipgroupplc.com
Numis Securities Limited (Financial Adviser to IP Group) +44 (0)
20 7260 1000
Etienne Bottari / Michael Meade / Freddie Barnfield (Corporate
Finance)
James Black (Corporate Broking)
FTI Consulting (IP Group's PR Adviser) +44 (0) 20 7831 3113
John Dineen
James Melville-Ross
Important Notices
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser to Fusion IP in connection with the Offer and no one else
and will not be responsible to anyone other than Fusion IP for
providing the protections afforded to the clients of Cenkos nor for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting as sponsor, corporate
broker and financial adviser to IP Group and no one else in
connection with the Offer and will not regard any other person
(whether or not a recipient of this announcement) as its client in
relation to the Offer and will not be responsible to anyone other
than IP Group for providing the protections afforded to its clients
or for providing advice in relation to the Offer.
Neither this announcement nor the Scheme Document (or any
accompanying documents) constitute or form part of any offer to
sell or issue or an invitation to purchase or subscribe for any
securities or a solicitation of an offer to buy any securities
pursuant to these documents or otherwise in any jurisdiction in
which such offer, invitation or solicitation is unlawful nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons
into whose possession this announcement and/or the accompanying
documents come should inform themselves about, and observe, such
restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. This announcement, the Scheme Document and the
accompanying documents have been prepared for the purpose of
complying with English law, the City Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England and Wales or if the City Code and/or the AIM Rules had not
applied. This announcement and the Scheme Document are governed by
English law and are subject to the jurisdiction of the English
courts.
The statements contained herein 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
herein since such date. Nothing contained herein shall be deemed to
be a forecast, projection or estimate of the future financial
performance of the Fusion IP Group, the IPG Group or the Enlarged
Group, except where otherwise stated.
No person should construe the contents of this announcement as
legal, tax or financial advice, and recipients of this announcement
should consult with their own advisers as to the matters described
in this announcement.
NOTICE TO US INVESTORS IN FUSION IP
The Offer relates to the shares of an English company that is a
foreign private issuer (as defined under Rule 3b-4 under the US
Exchange Act) and is being made by means of a scheme of arrangement
provided for under English law. A transaction effected by means of
a scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Offer is subject to the disclosure requirements
and practices applicable in the UK to schemes of arrangement,
including the City Code and the AIM Rules, which differ from the
disclosure requirements of the US tender offer and proxy
solicitation rules. If, in the future, IP Group exercises the right
to implement the Offer by way of a Takeover Offer, such offer will
be made in compliance with applicable laws and regulations
including US securities laws to the extent applicable.
No registration statement will be filed with the SEC or any
state securities regulators in the US in connection with the
Acquisition.
The IPG Shares and the New IPG Shares are not, and will not be,
listed on any US securities exchange or registered under the US
Exchange Act. Accordingly, IP Group does not currently, and will
not following the Effective Date, file any reports with the SEC
pursuant to the periodic reporting requirements of the US Exchange
Act.
The New IPG Shares to be issued under the Scheme have not been,
and will not be, registered under the US Securities Act in reliance
upon the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof.
Section 3(a)(10) of the US Securities Act exempts from the
registration requirements of the US Securities Act securities
issued in exchange for one or more bona fide outstanding securities
where the terms and conditions of the issuance and exchange of the
securities have been approved by a court of competent jurisdiction,
after a hearing upon the fairness of the terms and conditions of
the issuance and exchange at which all persons to whom the
securities will be issued have the right to appear. For the purpose
of qualifying for this exemption from the registration requirements
of the US Securities Act, IP Group and Fusion IP will advise the
Court that IP Group will rely on the Section 3(a)(10) exemption
based on the Court's sanctioning of the Scheme, which will be
relied upon by IP Group as an approval of the Scheme following a
hearing upon the fairness of the terms and conditions of the Scheme
to Scheme Shareholders at which hearing all such shareholders are
entitled to attend in person or through Counsel to support or
oppose the sanctioning of the Scheme and with respect to which
notification has been given to all such shareholders.
In certain circumstances, the US Securities Act imposes
restrictions on the resale in the United States of New IPG Shares
received pursuant to the Scheme. The restrictions on resale imposed
by the US Securities Act will depend on whether the recipients of
New IPG Shares are "affiliates" of IP Group. For purposes of the US
Securities Act, an "affiliate" of IP Group is a person that
directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, IP
Group. "Control" means the possession, direct or indirect, of the
power to direct or cause direction of the management and policies
of an issuer, whether through the ownership of voting securities,
by contract or otherwise. Whether a person is an affiliate of a
company for the purposes of the US Securities Act depends on the
circumstances. Scheme Shareholders who are not affiliates of IP
Group after completion of the Scheme and were not affiliates of IP
Group during the 90 days prior to the completion of the Scheme may
freely resell in the United States New IPG Shares received pursuant
to the Scheme. Any Scheme Shareholder who is or becomes an
affiliate of IP Group may not resell in the United States New IPG
Shares received pursuant to the Scheme except in transactions
permitted by the resale provisions of Rule 144 promulgated under
the US Securities Act or another exemption from the registration
requirements of the US Securities Act.
In addition, the New IPG Shares have not been, and will not be,
registered under the securities laws of any state or other
jurisdiction of the United States and, accordingly, will only be
issued to the extent that exemptions from the registration or
qualification requirements of state "blue sky" securities laws are
available.
This announcement does not address any US federal income tax
consequences of the Scheme to Scheme Shareholders who are citizens
or residents of the United States. Fusion IP Shareholders who are
citizens or residents of the United States should consult their own
legal and tax advisers with respect to the legal and tax
consequences of the Scheme or, if IP Group decides to implement the
Offer by way of a Takeover Offer in their particular
circumstances.
DISCLOSURE OF DEALINGS
Opening position disclosure
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of:
(i) the offeree company; and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Code
applies must be made by no later than 3.30 p.m. on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. on the 10th Business Day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company, or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of: (i) the offeree company;
and (ii) any paper offeror, save to the extent that these details
have previously been disclosed under Rule 8 of the Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the Code applies must
be made by no later than 3.30 p.m. on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES
A copy of this announcement and the Scheme Document (together
with all documentation incorporated by reference) is, and will be,
available during the course of the Offer, free of charge, subject
to any applicable restrictions to persons in jurisdictions outside
the United Kingdom, at Fusion IP's and IP Group's websites at
http://www.fusionip.co.uk and http://www.ipgroupplc.com,
respectively.
Save where expressly stated in this announcement, neither the
contents of Fusion IP's website nor IP Group's website, nor those
of any other website accessible from hyperlinks on either Fusion
IP's or IP Group's website, are incorporated into, or form part of,
this announcement.
You may request a hard copy of this announcement and/or the
Scheme Document, together with any information expressly
incorporated by reference in this announcement or the Scheme
Document, and any of the accompanying documents by contacting
Fusion IP's registrars, Capita Asset Services, on 0871 664 0321, if
calling from within the United Kingdom, or, +44 (0)20 8639 3399, if
calling from outside the United Kingdom. Calls to the 0871 664 0321
number from within the United Kingdom cost 10 pence per minute from
a BT landline; other providers or other network costs may vary.
Calls to the +44 (0)20 8639 3399 number from outside the United
Kingdom will be charged at applicable international rates.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to
Friday. Alternatively you may submit a request in writing to Capita
Asset Services at Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham BR3 4TU, United Kingdom. It is important that you
note that unless you make such a request, a hard copy of this
document and any such information incorporated by reference in it
will not be sent to you. The helpline cannot provide advice on the
merits of the Acquisition nor give any financial, legal or tax
advice.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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