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| Date | 1 Nov 2022 |
| Time | 10:33:56 |
| Category | Miscellaneous |
| ID | 9084E |
1 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
Disclosure under Rule 2.10(a) of the Code in respect of the
RECOMMENDED CASH ACQUISITION
of
TP Group plc
("TP Group" or the "Company")
by
Science Group plc
("Science Group")
to be effected by way of scheme of arrangement
under Part 26 of the Companies Act 2006
On 31 October 2022 the independent boards of Science Group and TP Group announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Science Group shall acquire the entire issued and to be issued ordinary share capital of TP Group (not already owned by Science Group). The Acquisition is to be effected by means of a Court‑sanctioned scheme of arrangement under Part 26 of the Companies Act.
Science Group has received an additional letter of intent from M&G Investment Management Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 146,309,150 Shares, representing approximately 18.78 per cent. of the ordinary share capital of TP Group in issue on 31 October 2022 (being the latest practicable date prior to this announcement).
When taken with the existing letter of intent and irrevocable undertakings already procured by Science Group, details of which were announced on 31 October 2022, this brings the total number of shares subject to letters of intent and irrevocable undertakings to 240,742,997 Shares, representing approximately 30.90 per cent. of the ordinary share capital of TP Group in issued on 31 October 2022 (being the latest practicable date prior to this announcement).
Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Scheme Document.
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Enquiries: |
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Science Group plc |
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Sarah Cole, Group Legal Counsel & Company Secretary Jon Brett, Group Finance Director |
Tel: +44 (0) 1223 875 200 |
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Stifel Nicolaus Europe Limited, exclusive financial adviser, nominated adviser and joint broker to Science Group |
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Nick Adams, Alex Price, Richard Short |
Tel: +44 (0) 207710 7600 |
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Liberum Capital Limited, Joint Broker to Science Group |
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Neil Patel, Cameron Duncan |
Tel: +44 (0) 20 3100 2000
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The person responsible for this announcement on behalf of Science Group is Sarah Cole, Group Legal Counsel and Company Secretary. IMPORTANT NOTICES Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the UK by the FCA, is acting as Financial Adviser exclusively to Science Group and no one else in connection with the matters set out in this announcement. In connection with such matters, Stifel will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of Stifel or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Liberum Capital Limited ("Liberum"), which is authorised and regulated in the UK by the FCA, is acting as Joint Broker exclusively for Science Group and no one else in connection with the matters set out in this announcement. In connection with such matters, Liberum will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of Liberum or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Further information This announcement is for information purposes only and is not intended to, and does not constitute, or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Acquisition is made), which will together contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made. This announcement has been prepared for the purpose of complying with the laws of England and Wales 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 of jurisdictions outside England and Wales. This announcement is not an advertisement and does not constitute a prospectus or prospectus equivalent document. Availability on website In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Science Group's website at http://www.sciencegroup.com by no later than 12:00 noon on the Business Day following the date of this announcement. Neither the contents of such website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement. If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
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