TIDMIPO TIDMIVO
RNS Number : 9809F
IP Group PLC
23 May 2017
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014
IP Group plc ("IP Group" or the "Company") - update on possible
offer for Touchstone Innovations plc ("Touchstone") and Rule 2.9
information
Further to the announcement made by IP Group earlier today
regarding a possible offer for Touchstone (the "Possible Offer")
and in accordance with Rule 2.10 of the City Code on Takeovers and
Mergers (the "Code"), IP Group announces that it has now received
irrevocable undertakings from Invesco Asset Management Ltd
("Invesco") and Lansdowne Developed Markets Master Fund Limited
("Lansdowne") in connection with the Possible Offer and a letter of
intent from Lansdowne in connection with the Possible Offer.
Following this, IP Group has received irrevocable undertakings
or letters of intent in support of the Possible Offer from
Touchstone shareholders representing, in aggregate, 74.3 per cent
of Touchstone's issued share capital. Updated and cumulative tables
of all irrevocable commitments and of all letters of intent
received in favour of the Company in connection with the Possible
Offer are set out below.
1. Irrevocable undertakings
Name of Touchstone shareholder Number of Touchstone Percentage of Touchstone
shares over which issued share capital
undertaking is given as at 31 January 2017
-------------------------------- ---------------------- -------------------------
Woodford Investment
Management Ltd 16,120,413 10.0000
-------------------------------- ---------------------- -------------------------
Invesco Asset Management
Ltd 16,120,000 9.9997
-------------------------------- ---------------------- -------------------------
Lansdowne Developed
Markets Master Fund
Limited 16,120,000 9.9997
-------------------------------- ---------------------- -------------------------
Total 48,360,413 29.9995
-------------------------------- ---------------------- -------------------------
The irrevocable undertakings from Lansdowne and Invesco
respectively remain binding in the event of a higher, or any other,
bid or offer for Touchstone.
The Lansdowne irrevocable undertaking will cease to be binding
if, among other things:
i. the Company announces, with the consent of the Takeover
Panel, and before the publication of any document containing
details of any takeover offer within the meaning of section 974 of
the Companies Act 2006 or the publication of any document to be
sent to Touchstone shareholders containing amongst other things,
details of any proposed scheme of arrangement under Part 26 of the
Companies Act 2006 between Touchstone and Touchstone's shareholders
in connection with any offer by the Company, that it does not
intend to proceed with the Possible Offer and no new, revised or
replacement scheme of arrangement or takeover offer is announced by
the Company in accordance with Rule 2.7 of the Code;
ii. the takeover offer (or scheme of arrangement as applicable)
does not become effective, is withdrawn or lapses in accordance
with its terms, save for where the Possible Offer is withdrawn or
lapses solely as a result of the Company exercising its right to
implement the Possible Offer by way of takeover offer rather than a
scheme of arrangement or vice versa or any competing offer is made
which is declared wholly unconditional or otherwise becomes
effective.
The Invesco irrevocable undertaking will cease to be binding, if
among other things:
i. any takeover offer (or scheme or arrangement as applicable)
does not become effective, is withdrawn or lapses in accordance
with its terms by 30 November 2017 or such later date as the
Company and Touchstone may agree in writing, save for where the
Possible Offer is withdrawn or lapses solely as a result of the
Company exercising its right to implement the Possible Offer by way
of takeover offer rather than a scheme of arrangement or vice versa
or any competing offer is made which is declared wholly
unconditional or otherwise becomes effective.
The irrevocable undertakings referred to in the table above have
been obtained on the basis of a possible offer of 2.1490 IP Group
shares for each Touchstone share, subject to adjustments and
reservations as set out in the possible offer announcement released
by the Company earlier today and available at the Company's website
www.ipgroupplc.com/investor-relations/
2. Letters of intent
The Company has also received a non-binding letter of intent
from Lansdowne in favour of the Company representing approximately
12.8 per cent of the share capital of Touchstone in issue on 31
January 2017. The table below summarises the current position as
regards the respective letters of intent.
Name of Touchstone shareholder Number of Touchstone Percentage of Touchstone
shares over which issued share capital
letter of intent is as at 31 January 2017
given
-------------------------------- --------------------- -------------------------
Woodford Investment
Management Ltd 20,636,738 12.8016
-------------------------------- --------------------- -------------------------
Invesco Asset Management
Ltd 46,750,000 29.0005
-------------------------------- --------------------- -------------------------
Lansdowne Developed
Markets Master Fund
Limited 4,082,542 2.5325
-------------------------------- --------------------- -------------------------
Total 71,469,280 44.3346
-------------------------------- --------------------- -------------------------
Rule 2.9 announcement
In accordance with Rule 2.9 of the Code, the Company confirms
that as at the date of this announcement, it has in issue and
admitted to trading on the premium listing segment of the London
Stock Exchange 565,221,967 ordinary shares of 2 pence each.
The Company holds no shares in treasury.
The International Securities Identification Number (ISIN) of the
ordinary shares is GB00B128J450.
For further information contact:
IP Group plc
Alan Aubrey, Chief Executive Officer +44 (0) 20 7444 0050
Greg Smith, Chief Financial Officer +44 (0) 20 7444 0070
+44 (0) 20 7444 0062/+44 (0)
Liz Vaughan-Adams, Communications 7979 853802
Numis Securities Limited (Joint
Financial Adviser and Broker) +44(0) 20 7260 1000
Michael Meade
James Black
Freddie Barnfield
Rothschild (Joint Financial Adviser) +44 (0) 20 7280 5000
Warner Mandel
Anton Black
Charlotte Street Partners
Andrew Wilson +44 (0) 7810 636995
Martha Walsh +44 (0) 7876 245962
Important notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. This announcement does not constitute a
prospectus or a prospectus equivalent document. The shareholders of
IP Group and Touchstone are advised to read carefully the formal
documentation in relation to the Possible Offer once it has been
despatched.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. This announcement
has been prepared for the purposes of complying with English law
and the Code and the information disclosed in this announcement may
not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1993, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the website of IP Group at
www.ipgroupplc.com/investor-relations/ by no later than 12 noon
(London time) on the business day following this announcement. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement. A
further announcement will be made by IP Group as and when
appropriate.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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