Form 8 (OPD) IP Group PLC

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:	IP Group plc ("IP Group")
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	IP Group plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	6 June 2017
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	NO

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:	2p ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	-	-	-	-
(2) Cash-settled derivatives:	-	-	-	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	-	-	-	-
TOTAL:	-	-	-	-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

3(a) Director holdings of ordinary shares of 2p each in IP GROUP PLC   Name No. of ordinary shares of 2p each held Percentage of issued share capital Alan Aubrey 2,490,651 0.44 Mike Townend 1,103,825 0.20 Greg Smith 260,989 0.05 David Baynes 226,066 0.04 Mike Humphrey 80,000 0.01 Doug Liversidge 75,297 0.01 Jonathan Brooks 60,000 0.01   3(b) Director conditional awards of shares under the IP Group LTIP   Alan Aubrey Date of grant Potential number of IP Group Shares Exercise price (per IP Group share) (p) Earliest vesting date 21/05/15 124,751 Nil 31/03/2018 12/05/16 664,313 Nil 31/03/2019 Note: these are conditional awards of shares subject to vesting criteria   Mike Townend Date of grant Potential number of IP Group Shares Exercise price (per IP Group share) (p) Earliest vesting date 21/05/15 99,801 Nil 31/03/2018 12/05/16 327,342 Nil 31/03/2019 Note: these are conditional awards of shares subject to vesting criteria   Greg Smith Date of grant Potential number of IP Group Shares Exercise price (per IP Group share) (p) Earliest vesting date 21/05/15 89,409 Nil 31/03/2018 12/05/16 306,803 Nil 31/03/2019 Note: these are conditional awards of shares subject to vesting criteria David Baynes Date of grant Potential number of IP Group Shares Exercise price (per IP Group share) (p) Earliest vesting date 21/05/15 99,801 Nil 31/03/2018 12/05/16 327,342 Nil 31/03/2019 Note: these are conditional awards of shares subject to vesting criteria.   3(c) Director share options granted under the IP Group Sharesave Plan   Greg Smith Date of grant Number of options over IP Group Shares Exercise price (per IP Group share) (p) Earliest vesting date 27/06/2014 4,105 144.7 01/08/2017 08/09/2015 3,459 171.7 01/10/2018   David Baynes Date of grant Number of options over IP Group Shares Exercise price (per IP Group share) (p) Earliest vesting date 27/06/2014 4,975 144.7 01/08/2017 08/09/2015 4,193 171.7 01/10/2018   3(d) Director nil-cost share options granted under the IP Group Deferred Bonus Share Plan   Alan Aubrey Date of grant Number of options over IP Group Shares Exercise price (per IP Group share) (p) Earliest vesting date 15/04/2014 33,037 Nil 15/04/2016 31/03/2016 42,710 Nil 31/03/2017 31/03/2016 42,710 Nil 31/03/2018   Mike Townend Date of grant Number of options over IP Group Shares Exercise price (per IP Group share) (p) Earliest vesting date 15/04/2014 22,024 Nil 15/04/2016 31/03/2016 25,981 Nil 31/03/2017 31/03/2016 25,981 Nil 31/03/2018   Greg Smith Date of grant Number of options over IP Group Shares Exercise price (per IP Group share) (p) Earliest vesting date 15/04/2014 15,593 Nil 15/04/2016 31/03/2016 22,637 Nil 31/03/2017 31/03/2016 22,637 Nil 31/03/2018   David Baynes Date of grant Number of options over IP Group Shares Exercise price (per IP Group share) (p) Earliest vesting date 31/03/2016 25,981 Nil 31/03/2017 31/03/2016 25,981 Nil 31/03/2018                     3(e) Director conditional awards of shares under the Former Fusion IP LTIP   David Baynes Date of grant Potential number of IP Group Shares Exercise price (per IP Group share) (p) Earliest vesting date 20/03/14 446,000 Nil 31/12/2017 Note: these are conditional awards of shares subject to vesting criteria. David Baynes joined the IP Group plc Board with effect from 20 March 2014. As part of the acquisition of Fusion, his former Fusion IP LTIPs were converted into LTIPs over 446,000 Shares at the equivalent value of his outstanding Fusion IP LTIP interests.   3(f) Details of interests in IP Group shares held by persons presumed to be acting in concert with IP Group   Pursuant to the definition of Acting in Concert contained in The Takeover Code, Invesco Limited is regarded as an associated company of IP Group by virtue of its >20% shareholding and is therefore presumed to be acting in concert with IP Group. Invesco Limited has the following interests in IP Group: (i)    143,143,726 ordinary shares of 2 pence each, representing 25.3% of the current issued share capital (this disclosure replaces Invesco Limited's disclosure under Rule 8.3 of the Takeover Code made on 24 May 2017);

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

NONE

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

NONE

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

 

 

Date of disclosure:	7 June 2017
Contact name:	Greg Smith
Telephone number:	+44 (0) 20 7444 0070

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.