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.
25 July 2017
Offer for Touchstone Innovations plc by IP Group plc
Clarification to Certain Provisions of the Offer
1. Background
On 18 July 2017, IP Group plc published the terms and conditions of its offer (the "Offer") to acquire the entire issued and to be issued ordinary share capital of Touchstone (the "Offer Document"). Terms which are defined in the Offer Document have the meanings given to them in the Offer Document when used in this announcement (the "Announcement").
2. Clarification
The financial terms of the Offer remain unchanged from the Offer Document. This Announcement sets out clarifications to certain other provisions of the Offer Document. IPG confirms the following:
2.1 paragraph 1.2 of Part B of Appendix I (Conditions to, and Further Terms of, the Offer) of the Offer Document, should be considered amended to state that IPG has the option to extend the Offer following the First Closing Date so that it remains open for acceptances until midnight of Day 60;
2.2 Rule 34.1 of the Code entitles offeree company shareholders to withdraw their acceptance of an offer from the date which is 21 days after the first closing date of such offer, however, in this situation given that pursuant to the Code and save with the consent of the Panel the Offer must become unconditional as to acceptances by or on the First Closing Date or, if extended, by midnight on Day 60, no withdrawal rights will arise under the Offer. Accordingly, Touchstone Shareholders who accept the Offer will be unable to withdraw their acceptance of the Offer and paragraph 3.3 of Appendix I (Conditions to, and Further Terms of, the Offer) of the Offer Document and subsequent references to withdrawal rights should be construed accordingly;
2.3 as set out in the announcement of the firm intention to make the Offer under Rule 2.7 of the Code made on 20 June 2017, the Offer will remain open for acceptances for at least 14 days following the announcement of the final Exchange Ratio;
2.4 the Exchange Ratio for the purpose of assessing the effect on capital value for a holder of one Touchstone Share assuming the Offer becomes or is declared unconditional in all respects, in paragraph 9.3 of Part I (Letter from the Chairman of IP Group PLC) of the Offer Document, is 2.2178; and
2.5 the reference to Invesco Asset Management Ltd being presumed by the Panel to be acting in concert with Touchstone in paragraph 6(b) of Appendix V (Additional Information) of the Offer Document should be deemed deleted as the Panel has confirmed that presumption has been rebutted.
In all other respects the terms and conditions of the Offer are as set out in the Offer Document.
Enquiries:
IP Group plc |
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Alan Aubrey, Chief Executive Officer |
+44 (0) 20 7444 0050 |
Greg Smith, Chief Financial Officer |
+44 (0) 20 7444 0070 |
Liz Vaughan-Adams, Communications |
+44 (0) 20 7444 0062/+44 (0) 7979 853802 |
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N M Rothschild (Lead Financial Adviser) |
+44 (0) 20 7280 5000 |
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Warner Mandel |
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Anton Black |
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Numis Securities Limited (Sponsor, Joint Financial Adviser and Broker) |
+44(0) 20 7260 1000 |
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Michael Meade |
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James Black |
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Freddie Barnfield |
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Charlotte Street Partners |
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Andrew Wilson |
+44 (0) 7810 636995 |
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Martha Walsh |
+44 (0) 7876 245962 |
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Pinsent Masons LLP are retained as legal advisers for IP Group.
Further Information
This Announcement is for information purposes only and is not intended to and does not constitute or form part of an offer, invitation or the solicitation of an offer or invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of securities of IPG or Touchstone pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer will be implemented solely pursuant to the terms of the terms of the Offer Document (as clarified by this Announcement), which contains the full terms and conditions of the Offer. Any decision in respect of, or other response to, the Offer should be made on the basis of the information contained in the Offer Document (as clarified by this Announcement).
IP Group urges Touchstone Shareholders to read the Offer Document carefully because it contains important information in relation to the Offer, the New Shares and the Combined Group.
IP Group urges IPG Shareholders to read the IPG Circular carefully. Any vote in respect of resolutions to be proposed at the IPG General Meeting to approve the Offer, or related matters, should be made only on the basis of the information contained in the IPG Circular.
This Announcement does not constitute a prospectus or prospectus equivalent document.
Information Relating to Touchstone Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Touchstone Shareholders, persons with information rights and other relevant persons for the receipt of communications from Touchstone may be provided to IP Group during the Offer Period as required under Section 4 of Appendix 4 of the City Code.
Overseas Jurisdictions
The release, publication or distribution of this Announcement in or into 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 legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has 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 disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Unless otherwise determined by IP Group or required by the City Code, and permitted by applicable law and regulation, the availability of New Shares to be issued pursuant to the Offer to Touchstone Shareholders will not be made available, directly or indirectly, in, into or from the United States or any other Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Accordingly, 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 Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction.
The Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
The availability of New Shares pursuant to the Offer to Touchstone Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Touchstone Shareholders who are in doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
This Announcement is not for publication, 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 1933, 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.
Important Notices Relating to Financial Advisers
Rothschild, which is authorised and regulated by the FCA in the UK, is acting exclusively for IP Group and no one else in connection with the Offer and will not be responsible to anyone other than IP Group for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer or any other matters referred to in this Announcement.
Numis Securities Limited which is authorised and regulated by the FCA is acting exclusively for IP Group and no one else in connection with the Offer and Numis Securities Limited 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 or any other matters referred to in this Announcement.
Cautionary Note Regarding Forward-Looking Statements
This Announcement (including any information incorporated by reference into this Announcement), oral statements regarding the Offer and other information published by IP Group and Touchstone contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of IP Group and Touchstone and their respective groups and certain plans and objectives with respect to the Combined Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of IP Group and Touchstone about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Offer on IP Group and Touchstone, the expected timing and scope of the Offer and other statements other than historical facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by IP Group, and/or Touchstone in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and readers are therefore cautioned not to place undue reliance on these forward-looking statements.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to IP Group or the Touchstone Group, please refer to the annual report and accounts of IP Group for the financial year ended 31 December 2016 and the interim accounts for the six months ended 30 June 2017 and of the Touchstone Group for the financial year ended 31 July 2016 and the interim accounts for the six months ended 31 January 2017, respectively.
Each forward-looking statement speaks only as at the date of this Announcement. Neither IPG nor its group assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share or dividend per share for IPG, Touchstone or the Combined Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for IPG, Touchstone or the Combined Group as appropriate.
Publication on website and availability of hard copies
A copy of this Announcement is and will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on the investor relations section of IPG's website www.ipgroupplc.com/investorrelations/ by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, the contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.
You may request a hard copy of this Announcement free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) by writing to Freddie Barnfield at Numis at [email protected] or by calling +44 (0)20 7260 1000 during normal business hours. It is important that you note that unless you make such a request, a hard copy of this Announcement will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.
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.
