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
20 March 2014
IP Group plc ("IP Group" or the "Company")
Completion of Acquisition of Fusion IP plc
IP Group is pleased to announce that it has today completed the acquisition of Fusion IP plc ("Fusion IP"), a process that was initiated on 23 January 2014, with the announcement of IP Group's recommended offer for Fusion IP to be effected by way of a scheme of arrangement (the "Scheme").
Following the Scheme becoming effective on 19 March 2014, David Baynes has now joined the IP Group Board as an Executive Director and Doug Liversidge has joined the IP Group Board as a Non-Executive Director.
Alan Aubrey, Chief Executive of IP Group, said: "We are delighted to have completed the acquisition of Fusion IP plc and I would like to welcome David and Doug to the IP Group board and all of the Fusion employees to IP Group. Together, we have greater breadth of coverage, enabling us to access a wider pool of intellectual property as well as improve our service offering to existing and potential research institutions both in the UK and internationally. We firmly believe that the enlarged business will enhance shareholder value."
David Baynes, Chief Executive of Fusion IP, said: "We are delighted to have completed this transaction. We have very much enjoyed working as partners with IP Group over the last five years and are looking forward to being part of the same team. We have no doubt that working as one company we will be able to maximise the value of our portfolio and pipeline and further enhance the service we provide to our university partners."
The following information is required to be disclosed under Rule 9.6.13R of the Listing Rules of the UK Listing Authority.
David Baynes is currently a director of the following company which was quoted during the past five years:
Fusion IP plc
Doug Liversidge is currently a director of the following companies that are or have been publicly quoted during the past five years:
Fusion IP plc
Surgical Innovations Group plc
CellTran Limited went into administration in 2008 whilst David Baynes was a director of the company.
There is no further information to be disclosed under Rule 9.6.13R of the Listing Rules.
Capitalised terms used but not otherwise defined in this announcement have the meaning given to them in the Scheme Document.
A copy of this announcement will be available on IP Group's and Fusion IP's websites at www.ipgroupplc.com and, www.fusionip.co.uk respectively.
For further information please contact:
IP Group plc |
+44 (0) 20 7444 0050 |
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Alan Aubrey, Chief Executive Officer |
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Greg Smith, Chief Financial Officer |
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Liz Vaughan-Adams, Communications |
+44 (0) 20 7444 0062 |
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+44 (0) 7979 853 802 |
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[email protected] |
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Numis Securities Limited (Financial Adviser to IP Group) |
+44 (0) 20 7260 1000 |
Etienne Bottari / Michael Meade / Freddie Barnfield (Corporate Finance) |
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James Black (Corporate Broking) |
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FTI Consulting (IP Group's PR Adviser) |
+44 (0) 20 3727 1000 |
John Dineen |
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James Melville-Ross |
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Fusion IP |
+44 (0) 114 275 5555 |
David Baynes, CEO |
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Stuart Gall, Press Relations |
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Cenkos Securities plc (Financial Adviser to Fusion IP) |
+44 (0) 20 7397 8900 |
Bobbie Hilliam, Harry Pardoe (Corporate Finance) |
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Julian Morse (Sales) |
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Important Notices
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.
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.
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 and the City Code 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 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 Securities Exchange Act of 1937, as amended (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.
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 issued under the Scheme have not been, and will not be, registered under the US Securities Act of 1937, as amended (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 advised the Court that IP Group relies on the Section 3(a)(10) exemption based on the Court's sanctioning of the Scheme, which is 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.
This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities, nor is it a solicitation of any vote or approval in any jurisdiction, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable laws or regulations.
The Offer relates to the shares of an English company and is proposed to be implemented by means of a scheme of arrangement provided for and governed by 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 or other US securities laws.
Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement and under the Code, which differ from disclosure requirements and other requirements of US and other non-United Kingdom securities laws. If, in the future, IP Group exercises the right to implement the Offer by way of a Takeover Offer and determines to extend the Takeover Offer into the US, it will be made in accordance with the procedural and filing requirements of the US securities laws, to the extent applicable. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
Fusion IP is incorporated under English Law. All or some of the Fusion IP Directors are residents of countries other than the United States. As a result it may not be possible for United States Fusion IP Shareholders to effect service of process within the United States upon Fusion IP or such Fusion IP Directors or to enforce against any of them, judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Fusion IP or its officers or directors in a non-US court for violations of US securities laws.
Overseas shareholders
The availability of the Offer or the release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any person who is not resident in the United Kingdom or subject to the laws of any jurisdiction other than the United Kingdom into whose possession this announcement should come 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 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 or if the Code had not applied. In particular, a transaction effected by means of a UK scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirement of US proxy solicitation or tender offer rules. Unless otherwise determined by IP Group or required by the Panel and unless permitted by the applicable law and regulation, the Offer will not be made directly or indirectly in or into, or by the use of mail or any means of instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Overseas Jurisdiction. If the Offer is implemented by way of a Takeover Offer, the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Unless otherwise determined by IP Group or required by the Panel and unless permitted by applicable law or regulation, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Overseas Jurisdiction and persons receiving this announcement and all documents (including custodians, nominees and trustees) relating to the Offer should observe these restrictions and should not mail or otherwise forward, distribute or send this announcement or documents relating to the Offer in or into or from any Restricted Overseas Jurisdiction. IP Group may purchase Fusion IP Shares otherwise than under the Offer, either in the open market or by private negotiation. Such purchases may be made either directly or through a broker and they shall comply with the applicable laws of England and Wales, and the rules of the Financial Conduct Authority, the London Stock Exchange and the Code. Information about such purchases will be available from a Regulatory Information Service.
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 IP Group's and Fusion IP's websites at http://www.ipgroupplc.com and http://www.fusionip.co.uk, respectively.
Save where expressly stated in this announcement, neither the contents of IP Group's website nor Fusion IP's website, nor those of any other website accessible from hyperlinks on either IP Group's or Fusion IP's website, are incorporated into, or form part of, this announcement.
You may request a hard copy of this announcement, together with any information expressly incorporated by reference in this announcement, by contacting IPG'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 announcement and any such information incorporated by reference into this announcement 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.
Ends
