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
18 October 2017
Appointment of Professor David Begg to the board of IP Group plc
Update on Offer by IP Group plc for Touchstone Innovations plc
1. Response to statement by Touchstone
IP Group plc ("IP Group") welcomes the announcement made by Touchstone Innovations plc ("Touchstone") recommending that Touchstone Shareholders accept the Offer.
Full details of how to accept the Offer are set out in the offer document published on 18 July 2017 in connection with the Offer (the "Offer Document"). Touchstone Shareholders who require assistance accepting the Offer (or who require a replacement Form of Acceptance) should contact the Receiving Agent, Capita Asset Services, on +44 (0) 371 664 0321.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.
2. IP Group board appointment and personnel update
IP Group is pleased to announce that Professor David Begg has joined the board of directors of the Combined Group as a non-executive director with immediate effect.
IP Group is also pleased to confirm that Russ Cummings, Tony Hickson and Nigel Pitchford have all joined the executive committee of the Combined Group for the duration of the integration period. In addition, Russ Cummings will, together with IP Group's COO, David Baynes, lead an integration team to identify, retain and build on the best of both companies.
Biographical details for Professor David Begg are contained in the prospectus published by IP Group in connection with the Offer on 18 July 2017 (the "Prospectus"). No further information is required to be disclosed pursuant to paragraph 9.6.13R of the Listing Rules of the Financial Conduct Authority.
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.
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.
