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.
FOR IMMEDIATE RELEASE
17 October 2017
Update on Offer for Touchstone Innovations plc
CMA clearance and Offer timetable
1. CMA clearance
IPG notes the statement released today by the CMA that it has decided not to refer the merger to a Phase 2 investigation. IPG is therefore pleased to announce that that the CMA clearance condition set out in paragraph 1(E) of Part A of Appendix 1 of the Offer Document has now been satisfied.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the offer document published on 18 July 2017 (the "Offer Document").
2. Offer timetable
On 25 August 2017, the Offer timetable was frozen by the Panel to allow for the CMA Phase 1 review of the Offer to be conducted within the Offer timetable and Day 39 of the Offer timetable was extended to the second day after the announcement of the CMA's decision following its Phase 1 review.
As a result of the statement released today by the CMA, IPG announces that the Offer timetable has now been unfrozen and that "Day 39" of the Offer timetable will be 19 October 2017. "Day 46" (the last date for publication of a revised offer) and "Day 60" (the date by which an offer must become or be declared unconditional as to acceptances) will be 26 October 2017 and 9 November 2017 respectively.
3. Next closing date
IPG reminds Touchstone Shareholders that, as announced on 9 October 2017, the next closing date of the Offer is 1.00 p.m. on 27 October 2017.
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) 7979853802 |
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Rothschild (Lead Financial Adviser) |
+44 (0) 20 7280 5000 |
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 |
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 |
Martha Walsh |
+44 (0) 7876 245962 |
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 IP Group or Touchstone pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer is being implemented solely pursuant to the Offer Document 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. 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. This announcement does not constitute a prospectus or prospectus equivalent document.
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 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 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.
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.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Documents Available for Inspection
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 IP Group'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.
