IP Group PLC Update on possible offer (9809F)

TIDMIPO TIDMIVO

RNS Number : 9809F

IP Group PLC

23 May 2017

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

IP Group plc ("IP Group" or the "Company") - update on possible offer for Touchstone Innovations plc ("Touchstone") and Rule 2.9 information

Further to the announcement made by IP Group earlier today regarding a possible offer for Touchstone (the "Possible Offer") and in accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), IP Group announces that it has now received irrevocable undertakings from Invesco Asset Management Ltd ("Invesco") and Lansdowne Developed Markets Master Fund Limited ("Lansdowne") in connection with the Possible Offer and a letter of intent from Lansdowne in connection with the Possible Offer.

Following this, IP Group has received irrevocable undertakings or letters of intent in support of the Possible Offer from Touchstone shareholders representing, in aggregate, 74.3 per cent of Touchstone's issued share capital. Updated and cumulative tables of all irrevocable commitments and of all letters of intent received in favour of the Company in connection with the Possible Offer are set out below.

   1.   Irrevocable undertakings 
 
 Name of Touchstone shareholder    Number of Touchstone    Percentage of Touchstone 
                                    shares over which       issued share capital 
                                    undertaking is given    as at 31 January 2017 
--------------------------------  ----------------------  ------------------------- 
 Woodford Investment 
  Management Ltd                   16,120,413              10.0000 
--------------------------------  ----------------------  ------------------------- 
 Invesco Asset Management 
  Ltd                              16,120,000              9.9997 
--------------------------------  ----------------------  ------------------------- 
 Lansdowne Developed 
  Markets Master Fund 
  Limited                          16,120,000              9.9997 
--------------------------------  ----------------------  ------------------------- 
 Total                             48,360,413              29.9995 
--------------------------------  ----------------------  ------------------------- 
 

The irrevocable undertakings from Lansdowne and Invesco respectively remain binding in the event of a higher, or any other, bid or offer for Touchstone.

The Lansdowne irrevocable undertaking will cease to be binding if, among other things:

i. the Company announces, with the consent of the Takeover Panel, and before the publication of any document containing details of any takeover offer within the meaning of section 974 of the Companies Act 2006 or the publication of any document to be sent to Touchstone shareholders containing amongst other things, details of any proposed scheme of arrangement under Part 26 of the Companies Act 2006 between Touchstone and Touchstone's shareholders in connection with any offer by the Company, that it does not intend to proceed with the Possible Offer and no new, revised or replacement scheme of arrangement or takeover offer is announced by the Company in accordance with Rule 2.7 of the Code;

ii. the takeover offer (or scheme of arrangement as applicable) does not become effective, is withdrawn or lapses in accordance with its terms, save for where the Possible Offer is withdrawn or lapses solely as a result of the Company exercising its right to implement the Possible Offer by way of takeover offer rather than a scheme of arrangement or vice versa or any competing offer is made which is declared wholly unconditional or otherwise becomes effective.

The Invesco irrevocable undertaking will cease to be binding, if among other things:

i. any takeover offer (or scheme or arrangement as applicable) does not become effective, is withdrawn or lapses in accordance with its terms by 30 November 2017 or such later date as the Company and Touchstone may agree in writing, save for where the Possible Offer is withdrawn or lapses solely as a result of the Company exercising its right to implement the Possible Offer by way of takeover offer rather than a scheme of arrangement or vice versa or any competing offer is made which is declared wholly unconditional or otherwise becomes effective.

The irrevocable undertakings referred to in the table above have been obtained on the basis of a possible offer of 2.1490 IP Group shares for each Touchstone share, subject to adjustments and reservations as set out in the possible offer announcement released by the Company earlier today and available at the Company's website www.ipgroupplc.com/investor-relations/

   2.   Letters of intent 

The Company has also received a non-binding letter of intent from Lansdowne in favour of the Company representing approximately 12.8 per cent of the share capital of Touchstone in issue on 31 January 2017. The table below summarises the current position as regards the respective letters of intent.

 
 Name of Touchstone shareholder    Number of Touchstone   Percentage of Touchstone 
                                    shares over which      issued share capital 
                                    letter of intent is    as at 31 January 2017 
                                    given 
--------------------------------  ---------------------  ------------------------- 
 Woodford Investment 
  Management Ltd                   20,636,738             12.8016 
--------------------------------  ---------------------  ------------------------- 
 Invesco Asset Management 
  Ltd                              46,750,000             29.0005 
--------------------------------  ---------------------  ------------------------- 
 Lansdowne Developed 
  Markets Master Fund 
  Limited                          4,082,542              2.5325 
--------------------------------  ---------------------  ------------------------- 
 Total                             71,469,280             44.3346 
--------------------------------  ---------------------  ------------------------- 
 

Rule 2.9 announcement

In accordance with Rule 2.9 of the Code, the Company confirms that as at the date of this announcement, it has in issue and admitted to trading on the premium listing segment of the London Stock Exchange 565,221,967 ordinary shares of 2 pence each.

The Company holds no shares in treasury.

The International Securities Identification Number (ISIN) of the ordinary shares is GB00B128J450.

For further information contact:

 
 IP Group plc 
 Alan Aubrey, Chief Executive Officer    [phone] 
 Greg Smith, Chief Financial Officer     [phone] 
                                         [phone]/+44 (0) 
 Liz Vaughan-Adams, Communications        7979 853802 
 
 Numis Securities Limited (Joint 
  Financial Adviser and Broker)          [phone] 
 Michael Meade 
 James Black 
 Freddie Barnfield 
 
 Rothschild (Joint Financial Adviser)    [phone] 
 Warner Mandel 
 Anton Black 
 
 Charlotte Street Partners 
 Andrew Wilson                           [phone] 
 Martha Walsh                            [phone] 
 

Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. The shareholders of IP Group and Touchstone are advised to read carefully the formal documentation in relation to the Possible Offer once it has been despatched.

Overseas jurisdictions

The release, publication or distribution of this announcement in 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 requirements. This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed in this announcement 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.

This announcement is not for publication or 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 1993, 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.

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of IP Group at www.ipgroupplc.com/investor-relations/ by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement. A further announcement will be made by IP Group as and when appropriate.

This information is provided by RNS

The company news service from the London Stock Exchange

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May 23, 2017 07:05 ET (11:05 GMT)