TIDMIPO
RNS Number : 9307F
IP Group PLC
23 May 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR
DOCUMENT EQUIVALENT TO A PROSPECTUS, IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND NEITHER THIS
ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT
OR COMMITMENT WHATSOEVER. SECURITIES MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM
REGISTRATION AND THE SECURITIES DESCRIBED HEREIN WILL BE SOLD IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.
THE DEFINED TERMS SET OUT IN THE APPIX APPLY IN THIS
ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT CONSTITUTES
INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014.
23 May 2017
IP Group plc
("IP Group", the "Group" or the "Company")
Proposed Firm Placing and Placing, Open Offer and Offer for
Subscription
and Notice of General Meeting
and Launch of IP Group Australia
The Board of IP Group announces that it intends to raise gross
proceeds of up to approximately
GBP200.0 million (approximately GBP195.7 million net of Capital
Raising costs and expenses) in a Capital Raising by way of a Firm
Placing and a Placing, Open Offer and Offer for Subscription,
consisting of the issue of up to 142,857,136 Capital Raising Shares
in aggregate at an issue price of 140 pence per Capital Raising
Share. The Board has the ability to increase the size of the Issue
by up to GBP66.6 million by the issue of up to a further 47,571,428
Capital Raising Shares, so that gross proceeds would be
approximately GBP266.6 million (approximately GBP260.9 million net
of all Capital Raising costs and expenses) should there be
sufficient demand.
The Company also announces that it is launching IP Group
Australia, a wholly-owned private company incorporated in the State
of Victoria, Australia, focused on the creation and support of
world changing companies in Australia and New Zealand. The Company
and IP Group Australia have entered into commercialisation
agreements with nine leading Australian and New Zealand research
universities (the "Go9 Universities") under which it intends to
form spin-out companies based on disruptive IP developed in such
universities.
The Company also notes, as separately announced earlier today,
that it recently made an approach to the Touchstone Board regarding
a possible all-share combination of the Company and Touchstone
Innovations.
The Capital Raising is conditional, inter alia, upon
Shareholders passing the Resolutions at the General Meeting. The
Capital Raising and the Possible Offer are not interconditional and
neither is contingent on the other.
IP Group will shortly be publishing a Prospectus in connection
with the Capital Raising and will be convening the General Meeting
to approve certain matters necessary to implement the proposed
Capital Raising.
Summary
-- Issue of 96,428,566 Capital Raising Shares through a Firm
Placing raising gross proceeds of GBP135.0 million. The Firm
Placing is underwritten by Numis
-- Issue of up to 46,428,570 Capital Raising Shares pursuant to
a non-underwritten Placing, Open Offer and Offer for Subscription
to raise gross proceeds of up to approximately GBP65.0 million
-- Participation in the Capital Raising by new shareholders
including Temasek and Telstra Super Pty Ltd and existing
shareholders including Invesco, Woodford and Lansdowne
-- Qualifying Shareholders are being offered the opportunity to
participate in the Open Offer, on the basis of 1 Open Offer Share
for every 13 Record Date Shares
-- Qualifying Shareholders are also being offered the
opportunity to subscribe for Capital Raising Shares in addition to
their Open Offer Entitlements under the Excess Application
Facility
-- The Board has the ability to increase the size of the Capital
Raising by up to approximately one third should there be sufficient
demand so that the total gross proceeds would be approximately
GBP266.6 million
-- The Capital Raising will strengthen the financial position of
the Group, enabling IP Group to deploy further capital into new and
existing commercialisation opportunities both in the UK and the US
and will provide the necessary capital to successfully launch and
develop IP Group Australia
-- The Capital Raising is conditional, inter alia, upon the
passing of the Resolutions at the General Meeting. If the
Resolutions are passed and the other conditions to the Capital
Raising are satisfied, it is expected that dealings in the Capital
Raising Shares will commence at 8.00 a.m. on 9 June 2017
-- The Company separately announced today that it recently made
an approach to the Touchstone Board regarding a possible all-share
combination of the Company and Touchstone
-- The Capital Raising is not conditional on the Possible Offer
and the Possible Offer is not conditional upon the Capital
Raising
-- The Directors consider that a combination of the Group and
Touchstone would create an international leader in IP
commercialisation and an enlarged business with substantial
capabilities that would be greater than the sum of the two parts.
The combination would allow both the Company's and Touchstone's
shareholders to participate in any future value generated by the
enlarged Group and its more diversified portfolio.
The Prospectus concerning the Capital Raising will shortly be
sent to Shareholders and will also be made available on the
Company's website www.ipgroupplc.com/investor-relations. Further
details are set out in this announcement and in the Prospectus. A
copy of the Prospectus will be submitted to the National Storage
Mechanism and will shortly be available for inspection at:
http://www.hemscott.com/nsm.do.
Alan Aubrey, Chief Executive Officer of IP Group, said:
"The transactions announced today represent a transformational
step forward in IP Group's development. The increased global scale
achieved through the Capital Raising, the establishment of IP Group
Australia anchored by nine new university agreements, and the
possible combination with Touchstone will enable us to build on our
strong track record of value creation, partnering with
world-leading research universities.
Increasing our capital base will enable us to accelerate the
growth of the Group by investing in new and existing portfolio
companies, building on our pool of scientific and commercial
talent, and attracting further investors and co-investment
partners. We are delighted to welcome new investors, including
Temasek and Telstra Super Pty Ltd, to our register and would like
to thank our existing shareholders for their ongoing commitment and
support."
Readers are referred to the important notice that applies to
this announcement. Unless otherwise stated, references to time
contained in this announcement are to UK time. This announcement
has been issued by and is the sole responsibility of IP Group
plc.
Investor and Analyst Conference Call Details
IP Group will host a conference call for investors and analysts
today at 9:30am BST. A presentation will be available for download
from www.ipgroupplc.com/investor-relations prior to the conference
call. For regulatory reasons, this conference call may not be
accessed by any person in, and any associated materials may not be
released, published, or distributed directly or indirectly, in or
into or from the United States, Canada, Australia, Japan, New
Zealand or the Republic of South Africa or in any jurisdiction
where to do so would breach any applicable law.
UK Dial-in: 0800 358 9473
Confirmation Code: 4967 1156 #
For further information contact:
IP Group plc
Alan Aubrey, Chief Executive
Officer +44 (0) 20 7444 0050
Greg Smith, Chief Financial
Officer +44 (0) 20 7444 0070
+44 (0) 20 7444 0062/+44
Liz Vaughan-Adams, Communications (0) 7979 853802
Numis Securities Limited
(Sponsor, Broker and Joint +44(0) 20 7260
Financial Adviser) 1000
Michael Meade
James Black
Freddie Barnfield
Rothschild (Joint Financial +44 (0) 20 7280
Adviser) 5000
Warner Mandel
Anton Black
Peter Nicklin
Noel Monro
Charlotte Street Partners
Andrew Wilson +44 (0) 7810 636995
Martha Walsh +44 (0) 7876 245962
IMPORTANT NOTICE
This announcement is an advertisement and does not constitute a
prospectus or prospectus equivalent document. Nothing in this
announcement should be interpreted as a term or condition of the
Open Offer or the Offer for Subscription. Investors should not
subscribe for or purchase any shares in the Open Offer or the Offer
for Subscription except on the basis of the information contained
in the Prospectus to be published shortly or which is incorporated
by reference into the Prospectus. The Prospectus, when published,
will be made available on the Company's website
(www.ipgroupplc.com) and will be available for inspection at:
http://www.hemscott.com/nsm.do.
This announcement does not constitute or form part of any offer
or invitation to purchase, or otherwise acquire, subscribe for,
sell, otherwise dispose of or issue, or any solicitation of any
offer to sell, otherwise dispose of, issue, purchase, otherwise
acquire or subscribe for, any security in the capital of the
Company in any jurisdiction.
The information contained in this announcement is not for
release, publication or distribution to persons in the United
States, Canada, Australia, Japan, New Zealand or the Republic of
South Africa or in any jurisdiction where to do so would breach any
applicable law. The Capital Raising Shares have not been and will
not be registered under the securities laws of such jurisdictions
and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within
such jurisdictions except pursuant to an exemption from and in
compliance with any applicable securities laws. No public offer of
the Capital Raising Shares is being made by virtue of this
announcement into Australia, Canada, Japan, New Zealand, the
Republic of South Africa or the United States or any other
jurisdiction outside the United Kingdom in which such offer would
be lawful. No action has been or will be taken by the Company,
Numis or any other person to permit a public offering or
distribution of this announcement or any other offering or
publicity materials or the Capital Raising Shares in any
jurisdiction where action for that purpose may be required, other
than in 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 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.
This announcement has been issued by and is the sole
responsibility of the Company.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
for IP Group plc and for no-one else in connection with the
contents of this announcement and will not be responsible to anyone
other than IP Group plc for providing the protections afforded to
clients of Numis Securities Limited, or for providing advice in
relation to the contents of this announcement or any matters
referred to herein. Numis Securities Limited is not responsible for
the contents of this announcement. Numis Securities Limited has
given and not withdrawn its written consent to the issue of this
announcement with the inclusion of the reference to its name in the
form and context in which it is included.
N M Rothschild & Sons Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting for IP Group Plc and no-one else in connection with the
contents of this announcement and will not be responsible to anyone
other than IP Group Plc for providing the protections afforded to
clients of N M Rothschild & Sons Limited nor for providing
advice in connection with the contents of this announcement.
This announcement has been prepared for the purposes of
complying with the applicable law and regulation of the United
Kingdom 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 and regulations of any
jurisdiction outside of the United Kingdom.
Note regarding forward-looking statements:
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms "anticipates", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "should" or
"will", or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
announcement and include, but are not limited to, statements
regarding the Company's and/or Directors' intentions, beliefs or
current expectations concerning, amongst other things, the Group's
results of operations, financial position, prospects, growth,
strategies and expectations for the Company's or its portfolio
companies principal markets.
Any forward-looking statements in this announcement reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations and growth strategy. Investors should
specifically consider the factors identified in this announcement
which could cause actual results to differ before making an
investment decision. Subject to the requirements of the Prospectus
Rules, the Disclosure Guidance and Transparency Rules, the Listing
Rules and the EU Market Abuse Regulation (Regulation 596/2014),
none of the Company, the Directors and Numis undertake any
obligation publicly to release the result of any revisions to any
forward-looking statements in this announcement that may occur due
to any change in the Company's expectations or to reflect events or
circumstances after the date of this announcement. Past performance
of the Company is not necessarily indicative of future
performance.
You are advised to read this announcement and, once available
the Prospectus and the information incorporated by reference
therein, in their entirety for a further discussion of the factors
that could affect the Company's or the Group's future performance
and the industries in which they operate. In light of these risks,
uncertainties and assumptions, the events described in the
forward-looking statements in this announcement may not occur.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this announcement.
Any person receiving this announcement is advised to exercise
caution in relation to the Capital Raising. If in any doubt about
any of the contents of this announcement, independent professional
advice should be obtained.
This summary should be read in conjunction with the full text of
the announcement which follows.
Expected timetable
Event Time/Date
Record Date for entitlement 5.30 p.m. on
under the Open Offer 19 May 2017
Announcement of the Capital 23 May 2017
Raising
Ex-entitlement date for the 23 May 2017
Open Offer
Publication and posting of the 23 May 2017
Prospectus, Form of Proxy and
Application Form
Open Offer Entitlements credited as soon as possible
to stock account of Qualifying after
CREST Shareholders in CREST 8.00 a.m. on
24 May 2017
Recommended latest time and 4.30 p.m. on
date for requesting withdrawal 1 June 2017
of Open Offer Entitlements from
CREST
Latest time and date for depositing 3.00 p.m. on
Open Offer Entitlements into 2 June 2017
CREST
Latest time and date for splitting 3.00 p.m. on
Application Forms (to satisfy 5 June 2017
bona fide market claims only)
Latest time and date for receipt 11.00 a.m. on
of Forms of Proxy and receipt 6 June 2017
of electronic proxy appointments
via the CREST system
Latest time and date for receipt 11.00 a.m. on
of completed Application Forms 7 June 2017
and payment in full under the
Open Offer and settlement of
relevant CREST instructions
Latest time and date for receipt 1.00 p.m. on
of completed Subscription Forms 7 June 2017
and payment in full under the
Offer for Subscription or settlement
of relevant CREST instructions
Latest time and date for receipt 11.00 a.m. on
of Placing commitments 7 June 2017
General Meeting 10.00 a.m. on
8 June 2017
Expected date of announcement 8 June 2017
of results of the General Meeting
and the Capital Raising through
a Regulatory Information Service
Expected date of Admission and 8.00 a.m. on
commencement of dealings in 9 June 2017
Capital Raising Shares
Capital Raising Shares in uncertificated 9 June 2017
form expected to be credited
to accounts as soon as practicable
in CREST
Expected date of despatch of week commencing
definitive share certificates 12 June 2017
for Capital Raising Shares in
certificated form
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this announcement
are times in London unless otherwise stated, and may be adjusted by
the Company in consultation with or, if required, with the
agreement of Numis, in which event details of the new times and
dates will be notified to the FCA, the London Stock Exchange and,
where appropriate, Shareholders.
Introduction
The Board announces today that it intends to raise gross
proceeds of up to approximately GBP200.0 million (approximately
GBP195.7 million net of Capital Raising costs and expenses) in the
Capital Raising by way of a Firm Placing and a Placing, Open Offer
and Offer for Subscription, consisting of the issue of up to
142,857,136 Capital Raising Shares in aggregate at an issue price
of 140 pence per Capital Raising Share. 96,428,566 Capital Raising
Shares will be issued through the Firm Placing and up to 46,428,570
Capital Raising Shares will be issued through the Placing, Open
Offer and Offer for Subscription. The Board has the ability to
increase the size of the Issue by up to GBP66.6 million by the
issue of up to a further 47,571,428 Capital Raising Shares so that
gross proceeds would be approximately GBP266.6 million
(approximately GBP260.9 million net of all Capital Raising costs
and expenses) should there be sufficient demand. The Firm Placing
is fully underwritten by Numis.
It is the Board's opinion that the Capital Raising will
strengthen the financial position of the Group. Specifically, it
will provide the necessary capital to successfully launch and
develop IP Group Australia and enable it to deploy further capital
into new and existing commercialisation opportunities both in the
UK and the US. The Board therefore considers the launch of IP Group
Australia and the Capital Raising to be in the best interests of
the Company and Shareholders as a whole and unanimously recommends
that Shareholders vote in favour of the Resolutions.
The Company also announces that it is launching IP Group
Australia, a wholly-owned private company incorporated in the State
of Victoria, Australia, focused on the creation and support of
world changing companies in Australia and New Zealand. IP Group
Australia has entered into commercialisation agreements with the
Go9 Universities under which it intends to form spin-out companies
based on disruptive IP developed in such universities. As a result,
through its existing Partnerships and these new agreements with the
Go9 Universities, the Group will have unrivalled access to
commercialisable IP from universities whose academic staff have
published 14.9% per cent of the world's Top Research.
Possible Offer for Touchstone Innovations plc
The Company also announced earlier today that it recently made
an approach to the Board of Touchstone regarding a possible
combination with Touchstone (the "Combination"). The Board of
Touchstone rejected the proposed Combination.
The IP Group Directors consider that the Combination would
create an international leader in IP commercialisation and an
enlarged business with substantial capabilities that would be
greater than the sum of the two parts. The Combination would allow
both IP Group and Touchstone shareholders to participate in any
future value generated by the enlarged Group and its more
diversified portfolio.
The possible all-share offer for Touchstone is being considered
on the basis of the terms set out below (the "Possible Offer"). IP
Group has received support for the Possible Offer from Touchstone
shareholders representing, in aggregate, 51.8 per cent of
Touchstone's issued share capital (further details of the
irrevocable undertaking and letters of intent are set out in the
2.4 announcement).
The IP Group Directors look forward to further engagement with
Touchstone regarding this proposal.
The Possible Offer
The terms of the Possible Offer would comprise the issue of
2.1490 IP Group shares for each Touchstone share, subject to
adjustment as set out below (the "Exchange Ratio") which, prior to
the Capital Raise:
-- would result in Touchstone shareholders owning approximately
38 per cent. of the enlarged share capital of IP Group; and
-- implies an offer value of 307 pence per Touchstone share,
based on IP Group's closing share price of 143 pence on 22 May
2017.
The Exchange Ratio will be adjusted:
1. following admission and settlement of the new IP Group shares
issued pursuant to the Capital Raise, to take into account the
scale of the Capital Raise and the 2.1 per cent. discount offered
on IP Group shares offered as part of the Capital Raise. For
example, if the amount raised by the Capital Raise is GBP200
million at 140 pence per IP Group share:
a. the Exchange Ratio would increase to 2.1581;
b. Touchstone shareholders would own approximately 33 per cent.
of the enlarged share capital of IP Group; and
c. on the basis of the closing IP Group share price on 22 May
2017, the implied offer value would remain 307 pence per Touchstone
share
2. if, as a result of an increase in the IP Group share price,
the implied offer value per Touchstone share were to become worth
more than 320 pence (the "Offer Cap"). In such event, the number of
IP Group shares to be issued per Touchstone share will be reduced
such that the implied offer value per Touchstone share remains at
320 pence. The IP Group share price used for this adjustment will
be calculated by reference to the volume weighted average price of
an IP Group share over a set period.
The mechanics for the amendment of the Exchange Ratio under
adjustment (2) above (including the date when it will be made) will
be described fully in any announcement of a firm offer for
Touchstone made under Rule 2.7 of the Code, if and when made. The
Offer Cap is not a no increase statement and should not be taken to
mean that the Exchange Ratio or Offer Cap cannot be increased in
any announcement of a firm intention to make an offer pursuant to
Rule 2.7 of the Code.
Background to and reasons for the Possible Offer
The IP Group Directors consider that the combination of
Touchstone and IP Group would create an international leader in IP
commercialisation and a combined business with substantial
capabilities that is greater than the sum of the two parts.
Specifically, the IP Group Directors believe that a combination
with Touchstone would provide the combined group with the following
key benefits:
1. An enlarged platform for growth and investment;
2. A larger portfolio with diversification across sectors and maturity of assets;
3. An experienced team with complementary industry backgrounds; and
4. Access to IP developed at Imperial College London and
University College London adding to IP Group's existing
Partnerships with other leading UK research universities.
General and reservations to the Possible Offer
Under Rule 2.6(a) of the Code, IP Group must, by 5:00 p.m. on 20
June 2017, either announce a firm intention to make an offer in
accordance with Rule 2.7 of the Code or announce that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline will only be extended with the consent of the Takeover
Panel in accordance with Rule 2.6(c) of the Code.
IP Group reserves the right to make an offer on less favourable
terms than those set out in this announcement in the event
that:
1. an agreement or recommendation in respect of such terms is
reached with the Board of Touchstone, or
2. an offer or possible offer for Touchstone is announced by a third party.
In the event Touchstone announces, declares, pays or makes any
dividend or distribution to Touchstone shareholders at any time, IP
Group reserves the right to make an equivalent reduction in the
terms of the Possible Offer.
In addition, IP Group reserves the right to introduce other
forms of consideration and/or vary the proposed mix of
consideration in any offer.
Background to and reasons for the Capital Raising
Overview of the Company
The Group's business of commercialising scientific and technical
innovation developed in leading research institutions was
established in 2000. The Group's business model is to form, or
assist in the formation of, start-up companies based on disruptive
scientific and technical innovation developed from within those
institutions, to take a significant minority equity stake in these
companies and then to grow the value of that equity over time
through taking an active role in the development of these
companies. The Group's strategy has been to build significant
minority equity stakes across a diversified portfolio of companies
falling within its four main sectors of Biotech, Cleantech,
Healthcare and Technology designed to achieve strong equity returns
over the medium to long term.
An important aspect of the Group's strategy is its ability to
access a wide range of leading scientific research through its
arrangements (both exclusive and non-exclusive) with leading
research intensive institutions.
In the UK the access has been achieved primarily through
long-term partnerships with a number of leading research
universities. The Group entered into its first long term
partnership in 2000. Since this time, the Group has entered into
further partnerships and now has direct arrangements covering
thirteen of the UK's leading universities.
In addition to these direct contractual arrangements, the Group
also has two strategic holdings in Oxford Sciences Innovation plc
and Cambridge Innovation Capital plc. Oxford Sciences Innovation
plc is the contractually preferred partner of the University of
Oxford and provides capital to and develops spin-out companies
based on research from the University's Mathematical, Physical and
Life Sciences Division and its Medical Sciences Division. Cambridge
Innovation Capital plc supports the growth of innovative businesses
located in the "Cambridge Cluster" and is supported by the
University of Cambridge's commercialisation office, Cambridge
Enterprise. The Group and Cambridge Innovation Capital have also
entered into a memorandum of understanding to share information on
investment and co-investment opportunities. The Group also is in
discussion with other universities in the UK.
The Group leverages the capabilities of its in-house sourcing
team to identify and pursue compelling commercialisation
opportunities arising from universities. This New Business and
Partnerships team works with the Group's partners to identify
promising research and novel disruptive IP on which to create and
build new businesses. The Group, through the work of that team,
utilises its proprietary hypothesis-based methodologies to assess
new opportunities and decide which to progress. These techniques
are also used to monitor progress and shape the evolving strategy
of the opportunities throughout their life cycle.
The Group has access to intellectual property emanating from
research carried out in the United States through its IP
commercialisation agreements with five Ivy League universities.
During 2013 and 2014 the Group entered into several pilot phase
projects under collaboration agreements with Columbia University,
University of Pennsylvania, the University of Pennsylvania's Center
for Technology Transfer's UPstart company formation programme and
Princeton University. Each collaboration agreement had an initial
pilot phase of eighteen months and focused on the identification
and potential commercialisation of early stage, proof of principle
opportunities based on intellectual property developed at each
university. Each pilot phase was subsequently extended during the
course of 2015 and 2016 and the agreements varied to enable the
parties to reflect the advancement of their working relationships.
The extended agreements are not time limited and continue on a
rolling renewal basis subject to their terms.
In addition, in November 2014, the Group launched a
commercialisation initiative with FedIMPACT to identify and develop
early stage technologies from a distinct group of US Department of
Energy National Laboratories. The Group's current relationships
through FedIMPACT are with Pacific Northwest National Laboratory,
Argonne National Laboratory and The National Renewable Energy
Laboratory. The Group recently entered into pilot agreements with a
further two leading US research universities and is currently
assessing the first potential spin-out opportunities therefrom.
Subject to completion of the Capital Raising, the Group now has
access to intellectual property emanating from research carried out
in Australia and New Zealand through its agreements with the Go9
Universities. The Go9 Universities are Monash University, the
Australian National University, the University of Adelaide, the
University of Melbourne, the University of Queensland, the
University of Sydney, the University of Western Australia, UNSW
Australia and the University of Auckland. The Australian
universities (together called the Go8) comprise Australia's premier
group of universities and has educated every Nobel prize winner who
attended at an Australian university. Each year the Go8 spends some
AU$6 billion on research.
Ninety nine per cent. of Go8 research is ranked as world class
and the QS World University rankings has six Go8 universities in
its top 100.
The University of Auckland is the largest university in New
Zealand and is New Zealand's leading world-ranked university and is
in the top 100 in the QS World University rankings.
In addition to its new partnerships in Australia and New
Zealand, the Group has been engaging with potential research and
funding partners in Singapore and is currently evaluating whether a
presence could strengthen the establishment of the Group's position
in the wider Asia-Pacific region. The Directors consider that
Singapore represents a potential opportunity for the Group to be a
global partner to a fast-growing technology ecosystem with leading
research institutions and an established network of institutional
co-investors. In addition, the Group has had initial exploratory
conversations with potential financing partners in China.
As at 31 December, the Group had a portfolio of 90 companies,
three multi-sector platforms (OSI, CIC and Frontier IP Group plc )
and 20 de minimis holdings in which its combined stake was valued
at approximately GBP614.0 million. Of the 90 companies (excluding
the Group's holdings in OSI, CIC, Frontier IP Group plc and the 20
de minimis holdings) in the Group's portfolio, 76 per cent. of the
fair value resides in the ten most valuable companies, many of
which have made significant progress in the last twelve months
towards achieving key milestones and commercial validation. In
2016, the Group invested a total of GBP30.1 million in its top ten
companies (by value) representing approximately 51.2 per cent. of
the GBP58.8 million aggregate annual investment into the portfolio,
which excludes GBP10.9m invested into the Group's strategic
holdings in OSI and CIC. As at 31 December 2016, the aggregate
value of the portfolio companies in which the Group had an
investment (excluding multi-sector platforms and de minimis
holdings), calculated by reference to the Group's holding in such
companies and grossed up to reflect their total value exceeded
GBP2.7 billion or approximately GBP3.3billion including the Group's
three holdings in multi-sector platform companies (OSI, CIC and
Frontier IP Group plc).
As at 31 December 2016, the Group's portfolio of 90 businesses
(excluding three multi-sector platforms and 20 de minimis holdings)
consisted of 39 Early-stage businesses, 32 Development stage
businesses and 19 Focus stage businesses of which 8 were
quoted.
Reasons for the Capital Raising
The Group has built a platform for the systematic
commercialisation of intellectual property which has primarily been
sourced from within UK, and more recently US, universities or other
research intensive institutions with which the Group has
Partnerships or other collaborative arrangements.
The Board believes that the formation of IP Group Australia
provides the Group with the opportunity to obtain access to a
significant source of world-leading academic research via the Go9
Agreements. Through these agreements the Group will seek to create
and maintain a pipeline of compelling intellectual property based
opportunities and develop and support these opportunities into a
diversified portfolio of robust businesses. In so forming spin-out
companies based on the intellectual property developed in such
universities, the Group seeks to evolve great ideas into
world-changing businesses.
The Board believes that the Go9 Universities represent a
significant source of potentially world-class and disruptive IP.
Three of the Go9 Universities, being the University of Melbourne,
the University of Queensland and the University of Sydney, are
ranked within the world's top 50 research universities, and five of
the other members of the Go9 are within the world's top 200
research universities.
Academic staff at the Go9 Universities have published a total of
4 per cent. of the world's Top Research. The Go9 Agreements that
the Company and IP Group Australia have entered into with the Go9
Universities mean that the Group will have access to
commercialisable intellectual property from universities whose
academic staff have published 14.9 per cent. of the world's Top
Research.
The Group considers that IP Group's business model, which it has
deployed successfully in the UK and more recently in the US, is
well suited to the Australian and New Zealand markets. The
Directors believe that the development of spin-out companies based
on IP originating from the Go9 Universities represents a
significant commercial opportunity.
In addition to the opportunity presented by the launch of IP
Group Australia, the Board believes that there is a significant
opportunity to accelerate the growth of the Group by increasing its
overall rate of investment in both its current portfolio and in new
pipeline opportunities in the UK and the US, whilst preserving the
returns that it has historically been able to achieve. As companies
within the Group's portfolio mature, they generally require an
increased level of investment, commensurate with their advancing
stage of development, in order to achieve their technical,
commercial and strategic objectives. The Board considers that,
where such companies continue to make progress towards achieving
these objectives, there can be advantages for the Group in
maintaining significant minority equity stakes in these companies
in order to seek to maximise its level of returns.
The Board considers that the Group is in a highly advantageous
position to assess the merits of further investments in its focus
stage portfolio companies, given its well-established and in-depth
understanding of the relevant company in each case. These
investment opportunities are typically more mature (in that
technology proof of concept has generally been achieved and
demonstrated) and additional capital is required to bring the
technology to, or towards, commercial validation. The Capital
Raising will enable the Group to continue to have flexibility to
lead these subsequent investment rounds in both existing and future
focus-stage companies, decreasing its reliance on external capital
and allowing it to maintain significant minority equity stakes with
a view to continuing to generate strong equity returns.
The Group established an original presence on the east coast of
the US in 2013 and has since been growing and developing its
operations in the US. The Group now has partnerships with three of
the US's leading research universities (being University of
Pennsylvania, Princeton University and Columbia University) and has
recently entered into pilot agreements with a further two leading
US research universities. The Group announced the formation of its
first US university spin-out company in December 2014 and it now
has holdings in a total of 11 companies based on IP developed in
the US universities and DOE Laboratories with whom it has
commercial collaboration agreements.
The Directors believe that the US offers a profusion of
opportunities to develop potentially world-class IP into spin-out
companies and that it has seen only limited systematic
commercialisation efforts from third parties to date. The Directors
believe that the increased strength of the Group's balance sheet
following completion of the Capital Raising will enable the Group
to continue to build upon and strengthen its relationships with the
US universities and other research institutions with whom it has
commercial agreements, in order to deploy capital into
commercialisation opportunities based on potentially world class
intellectual property arising from the same, and to further augment
its reputation in the US marketplace.
The Group will continue to seek to identify disruptive and
compelling IP-based opportunities arising from its current UK
Partnerships and its current agreements and initiatives within the
US, as well as the agreements that it has entered into with the Go9
Universities. In addition, the Group may source further
opportunities from or with other leading international research
intensive institutions.
The Directors believe that the increased strength of the Group's
balance sheet following completion of the Capital Raising, combined
with its expanded geographic footprint arising from the launch of
IP Group Australia, will enhance the Group's profile
internationally and therefore further its ability to:
-- attract new early stage commercialisation opportunities from,
and collaborations with, research intensive institutions in the UK,
the US, Australia and New Zealand;
-- attract and retain high quality talent within the Group; and
-- attract experienced management teams and co-investment
partners, as appropriate, into portfolio companies as they
develop.
Current Trading and Prospects
Portfolio Update
The Group's portfolio now comprises holdings in 50 intellectual
property based companies categorised within the Focus or
Development stage, a further 41 Early stage companies and 3
multi-sector platform holdings. The Group has deployed capital
totalling GBP8.8m to 14 portfolio companies and opportunities.
Outlook
While it is clear that the UK and its economy are facing a
period of uncertainty following the outcome of the UK's referendum
on its membership of the EU, which may impact on specific funding
rounds for companies, it is important to stress that the Group is
seeing positive progress across the portfolio, has a strong balance
sheet and operations in both the UK and the US. The Group is now
commencing operations in Australia and New Zealand building upon
the Go9 Agreements. Through diversifying internationally, the
Company is reducing any Brexit risk.
The Group was founded on the belief that modern economies need
to support innovation in science and technology and to commercially
leverage such innovation, and the Directors believe that this
remains the case. Further, the Board believes that the fundamentals
of the Group's business are strong and that the need for the
commercialisation of science remains key. The Board is excited at
the prospect of the Possible Acquisition which it considers
potentially represents an opportunity to create a stronger UK
commercialisation company with greater capabilities.
Principal Terms and Conditions of the Capital Raising
The Company is proposing to raise gross proceeds of up to
approximately GBP200.0 million (approximately GBP195.7 million net
of costs and expenses) by the issue of up to 142,857,136 Capital
Raising Shares by way of the Firm Placing and the Placing, Open
Offer and Offer for Subscription at 140 pence per Share, although
the Directors have the ability to increase the size of the Issue by
up to 47,571,428 Capital Raising Shares such that the gross
proceeds would be approximately GBP266.6 million (approximately
GBP260.9 million net of all Capital Raising costs and expenses)
should there be sufficient demand. The Firm Placing is underwritten
by Numis. Assuming that the Capital Raising is up to GBP200.0
million, 96,428,566 Capital Raising Shares will be issued through
the Firm Placing and up to 46,428,570 Capital Raising Shares will
be issued through the Placing, Open Offer and Offer for
Subscription.
The Board considers the Firm Placing and the Placing, Open Offer
and Offer for Subscription to be a suitable fundraising structure
as it will allow access to a variety of new institutional investors
to broaden the Company's shareholder base whilst providing existing
Shareholders with the opportunity to participate in the fundraising
to an extent through the Firm Placing or the Open Offer and the
Excess Application Facility.
Qualifying Shareholders are being offered the right to subscribe
for Open Offer Shares in accordance with the terms of the Open
Offer. Qualifying Shareholders applying for their Open Offer
Entitlements may also apply, under the Excess Application Facility,
for Excess Shares in excess of their Open Offer Entitlements as
described below. The Company is also seeking to place Placing
Shares through the Placing and making the Offer for Subscription as
described below.
All elements of the Capital Raising have the same Issue Price.
The Issue Price was set having regard to the prevailing market
conditions and the size of the Issue and represents a discount of
approximately 2.1 per cent. to the Closing Price of 143 pence per
Share on 22 May 2017 (being the last Business Day before the
announcement of the Capital Raising). The Board believes that both
the Issue Price and the discount are appropriate.
The Capital Raising Shares, when issued and fully paid, will
rank in full for all dividends or distributions made, paid or
declared after Admission and otherwise pari passu in all respects
with the Existing Shares. 142,857,136 Capital Raising Shares are to
be issued pursuant to the Capital Raising (representing 25.3 per
cent. of the existing issued share capital) assuming that it is
fully subscribed. On the basis that the Capital Raising size is
increased to a maximum of GBP266.6 million, the Capital Raising is
expected to result in 190,428,564 Capital Raising Shares being
issued (representing approximately 33.7 per cent. of the existing
issued share capital).
As noted above the Directors will have the discretion to
increase the size of the Capital Raising from GBP200.0 million to
up to GBP266.6 million. The Directors may allocate any increase to
and between the Excess Application Facility, the Placing and/or the
Offer for Subscription as they deem fit.
Some questions and answers in relation to the Open Offer,
together with details of the further terms and conditions of the
Open Offer, including the procedure for application and payment and
the procedure in respect of entitlements not taken up, will be set
out in the Prospectus and, where relevant, will be set out in the
Application Form.
Details of the further terms and conditions of the Offer for
Subscription, including the procedure for application and payment
and the procedure in respect of subscription entitlements, will be
set out in the Prospectus and, where relevant, will be set out in
the Subscription Form. The Subscription Form will be contained in
the Prospectus and will be available from the Company's
website.
Firm Placing
The Firm Placees have conditionally agreed to subscribe for
96,428,566 Capital Raising Shares in aggregate at the Issue Price
(representing gross proceeds of approximately GBP200.0 million).
The Firm Placed Shares are not subject to clawback to satisfy the
valid applications by Qualifying Shareholders under the Open Offer
and the Excess Application Facility and are not part of the
Placing, Open Offer or Offer for Subscription. The Firm Placing is
underwritten by Numis. The terms and conditions of the Firm Placing
and Placing will be set out in the Prospectus.
Open Offer
The Directors recognise the importance of pre-emption rights to
Shareholders and consequently 43,478,612 Capital Raising Shares are
being offered to existing Shareholders by way of the Open Offer.
The Open Offer provides an opportunity for Qualifying Shareholders
to participate in the Capital Raising by both subscribing for their
respective Open Offer Entitlements and by subscribing for Excess
Shares under the Excess Application Facility, subject to
availability.
To the extent that valid applications are not received in
respect of Open Offer Shares under the Open Offer, such Open Offer
Shares may be allocated to Qualifying Shareholders to meet the
valid applications under the Excess Application Facility and/or
allocated to the Placing and/or Offer for Subscription.
Open Offer Entitlements
Qualifying Shareholders are being given the opportunity on, and
subject to, the terms and conditions of the Open Offer to apply for
Open Offer Shares at the Issue Price, pro rata to their holdings of
Shares on the Record Date on the basis of:
1 Open Offer Share for every 13 Record Date Shares
Open Offer Entitlements under the Open Offer will be rounded
down to the nearest whole number and any fractional entitlements to
Open Offer Shares will not be allocated but will be aggregated and
made available under the Excess Application Facility and/or the
Placing and/or the Offer for Subscription.
If you have sold or otherwise transferred all of your Existing
Ordinary Shares before the ex-entitlement date, you are not
entitled to participate in the Open Offer.
Qualifying Shareholders are also being offered the opportunity
to subscribe for Excess Shares in excess of their Open Offer
Entitlements pursuant to the Excess Application Facility as
described below.
Excess Application Facility
Qualifying Shareholders may apply to subscribe for Excess Shares
using the Excess Application Facility, should they wish. Qualifying
Non-CREST Shareholders wishing to apply to subscribe for Excess
Shares may do so by completing the relevant sections on the
Application Form. Qualifying CREST Shareholders who wish to apply
to subscribe for more than their Open Offer Entitlements will have
Excess CREST Open Offer Entitlements credited to their stock
account in CREST and should refer to the Prospectus for information
on how to apply for Excess Shares pursuant to the Excess
Application Facility.
The Excess Application Facility will comprise Open Offer Shares
that are not taken up by Qualifying Shareholders under the Open
Offer pursuant to their Open Offer Entitlements and may include
Capital Raising Shares not taken up under the Placing or the Offer
for Subscription.
The maximum amount of Capital Raising Shares to be issued under
the Excess Application Facility (the "Maximum Excess Application
Number") will be limited to: (a) the maximum size of the Issue (as
it may be increased by the Directors by up to 47,751,428 Capital
Raising Shares); less (b) the aggregate of the Firm Placed Shares,
the Capital Raising Shares issued under the Open Offer pursuant to
Qualifying Shareholders' Open Offer Entitlements and any Capital
Raising Shares that the Directors determine to issue under the
Placing and/or the Offer for Subscription. Excess Applications will
therefore only be satisfied to the extent that: (a) other
Qualifying Shareholders do not apply for their Open Offer
Entitlements in full; (b) where fractional entitlements have been
aggregated and made available under the Excess Application
Facility; (c) the Directors do not exercise their discretion to
allocate Excess Shares to the Placing and/or the Offer for
Subscription; and/or (d) the Directors exercise their discretion to
increase the size of the Issue and allocate any further Capital
Raising Shares to the Excess Application Facility.
Qualifying Shareholders can apply for up to the Maximum Excess
Application Number of Capital Raising Shares under the Excess
Application Facility, although if applications exceed the maximum
number available, the applications will be scaled back. Excess
monies in respect of applications which are not met in full will be
returned to the applicant (at the applicant's risk) without
interest as soon as practicable thereafter by way of cheque or
CREST payment, as appropriate.
Placing
To the extent that either (a) the Directors exercise their
discretion to increase the size of the Issue and allocate any of
such increase to the Placing and/or (b) any Capital Raising Shares
are unallocated via the Excess Application Facility and have not
been allocated to the Offer for Subscription, such Capital Raising
Shares will be allocated and made available under the Placing.
Shares will be allocated to Non-Firm Placees pursuant to, and in
accordance with, the Placing Agreement. The Placing will not be
underwritten by Numis and may be scaled back in favour of the Offer
for Subscription and/or the Excess Application Facility. The terms
and conditions of the Placing will be contained in the
Prospectus.
Offer for Subscription
To the extent that either (a) the Directors exercise their
discretion to increase the size of the Issue and allocate any of
such increase to the Offer for Subscription and/or (b) any Capital
Raising Shares are unallocated via the Excess Application Facility
and have not been allocated to the Placing, such Capital Raising
Shares will be allocated to and made available under the Offer for
Subscription. The Offer for Subscription may be scaled back in
favour of the Placing and/or the Excess Application Facility.
The Offer for Subscription is only being made in the UK but,
subject to applicable law, the Company may allot Capital Raising
Shares on a private placement basis to applicants in other
jurisdictions. The terms and conditions of application under the
Offer for Subscription will be set out in the Prospectus and, where
relevant, in the Subscription Form. These terms and conditions
should be read carefully before an application is made. Investors
should consult their stockbroker, bank manager, solicitor,
accountant or other financial adviser if they are in doubt.
Dilution
A Qualifying Shareholder who takes up his Open Offer
Entitlements in respect of the Open Offer (and does not receive any
other Capital Raising Shares pursuant to the Capital Raising,
including the Excess Application Facility) will suffer dilution of
approximately 14.0 per cent. to his shareholding in the Company as
a result of the Capital Raising (assuming that 46,428,570 Capital
Raising Shares are issued through the Placing, Open Offer and Offer
for Subscription). If a Qualifying Shareholder does not take up his
Open Offer Entitlements, such Qualifying Shareholder's holding will
be diluted by approximately 20.2 per cent. as a result of the
Capital Raising (assuming that such Qualifying Shareholder does not
receive any Capital Raising Shares).
If the Directors increase the Capital Raising by GBP66.6 million
through the issue of an additional 47,571,428 Capital Raising
Shares at the Issue Price, the size of the Capital Raising will be
approximately GBP266.6 million and if a Qualifying Shareholder does
not take up his Open Offer Entitlements, such Qualifying
Shareholder's holding will be diluted by approximately 25.2 per
cent. as a result of the Capital Raising if subscribed in full.
Furthermore, a Qualifying Shareholder who takes up his Open Offer
Entitlements in full in respect of the Open Offer (but does not
receive for any other Capital Raising Shares under the Excess
Application Facility or any other element of the Capital Raising)
will suffer dilution of approximately 19.4 per cent. to his
shareholding in the Company as a result of the Capital Raising.
Shareholders will be further diluted by the issue of Shares if
and when the Possible Acquisition becomes Effective.
Fractions
Fractions of Open Offer Shares will not be allocated to
Qualifying Shareholders in the Open Offer and fractional
entitlements under the Open Offer will be aggregated and made
available under the Excess Application Facility and/or the Placing
and/or the Offer for Subscription.
Basis of allocation under the Capital Raising
The Placing may be scaled back in favour of the Offer for
Subscription and/or the Excess Application Facility and the Offer
for Subscription may be scaled back in favour of the Placing and/or
the Excess Application Facility. The Open Offer is being made on a
pre-emptive basis to Qualifying Shareholders and is not subject to
scaling back in favour of either the Placing or the Offer for
Subscription. Any Capital Raising Shares that are available under
the Open Offer and are not taken up by Qualifying Shareholders
pursuant to their Open Offer Entitlements or allocated under the
Excess Application Facility will be reallocated to the Placing
and/or the Offer for Subscription and made available
thereunder.
The Directors have the discretion to determine the basis of any
scaling back or reallocation of Excess Shares to the Placing and/or
the Offer for Subscription. In exercising this discretion, the
Directors generally intend to give priority to existing
Shareholders over prospective new Shareholders, although the
Directors will seek to balance the benefits to the Company of
allowing existing Shareholders to maintain or increase the size of
their relative Shareholdings with expanding the shareholder base of
the Company.
Conditionality
The Capital Raising is conditional upon:
-- the passing of the Resolutions without amendment to be
proposed at the General Meeting to be held on 8 June 2017;
-- the Placing Agreement having become unconditional in all
respects save for the condition relating to Admission and not being
terminated in accordance with its terms before Admission occurs;
and
-- Admission occurring by not later than 8.00 a.m. on 9 June
2017 (or such later time and date as the Company and Numis may
agree, being not later than 8.00 a.m. on 23 June 2017).
The Capital Raising is not conditional upon the Possible
Acquisition.
Prior to Admission, Numis may terminate the Placing Agreement in
certain defined circumstances. Following Admission, the Placing
Agreement cannot be terminated.
If the conditions of the Placing Agreement are not fulfilled on
or before 8.00 a.m. on 23 June 2017, application monies will be
returned to applicants (at the applicant's risk) without interest
as soon as possible thereafter.
Capital Raising Admission
Applications will be made to the UKLA for the Capital Raising
Shares to be listed on the premium segment of the Official List and
to the London Stock Exchange for the Capital Raising Shares to be
admitted to trading on the London Stock Exchange's main market for
listed securities. Capital Raising Admission is expected to occur
on 9 June 2017, when dealings in the Capital Raising Shares are
expected to begin.
General meeting
A General Meeting is to be held at the Company's offices at The
Walbrook Building, 25 Walbrook, London, EC4N 8AF at 10.00 a.m. on 8
June 2017. The full text of the Notice of General Meeting will be
set out in the Prospectus.
At the General Meeting, the Resolutions will be proposed to:
-- approve the Capital Raising;
-- approve the allotment of Capital Raising Shares pursuant to the Capital Raising; and
-- disapply statutory pre-emption rights in relation to the
allotment of equity securities for the purpose of the Firm Placing
and the Placing, Open Offer and Offer for Subscription, pursuant to
section 570 of the Companies Act.
Smaller related party transactions
Invesco Asset Management Limited ("Invesco"), which currently
holds 25.4 per cent. of the Company's outstanding share capital,
has committed to subscribe for 17,857,142 Firm Placed Shares for a
total consideration of approximately GBP25.0 million. Woodford
Investment Management Limited ("Woodford"), which currently holds
14.2 per cent. of the Company's outstanding share capital, has
committed to subscribe for 12,142,857 Firm Placed Shares for a
total consideration of approximately GBP17.0 million. Lansdowne
Partners ("Lansdowne"), which currently holds 12.2 per cent. of the
Company's outstanding share capital, has committed to subscribe for
10,714,285 Firm Placed Shares for a total consideration of
approximately GBP15.0 million. The commitment to subscribe for the
aforementioned Firm Placing Shares by each of Invesco, Woodford and
Lansdowne, each of which is a substantial shareholder of the
Company under Chapter 11 of the Listing Rules, constitutes a
related party transaction under Listing Rule 11.1.10 R.
Recommendation
The Board considers the Capital Raising and the passing of each
of the Resolutions to be in the best interests of the Company and
the Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of each of the Resolutions to be put to the General
Meeting as they intend to do, or procure, in respect of their own
beneficial holdings, amounting in aggregate to 4,713,446 Shares,
representing approximately 0.83 per cent. of the Existing
Shares.
It is anticipated that a Prospectus providing further details of
the Firm Placing and Placing, Open Offer and Offer for Subscription
and convening the General Meeting will be published shortly and
posted to Shareholders. Copies of the Prospectus will be available
from the registered office of IP Group at The Walbrook Building, 25
Walbrook, London, EC4N 8AF. The Prospectus will also be available
free of charge during normal business hours on any weekday (except
Saturdays, Sundays and public holidays) from the date of its
publication until Admission at the offices of Pinsent Masons LLP,
30 Crown Place, London EC2A 4ES.
APPIX
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"Accredited Investor" an "accredited investor" as
defined in Section 501 of Regulation
D under the US Securities Act
"Admission" the admission of the Capital
Raising Shares (i) to the premium
segment of the Official List
and (ii) to trading on the
London Stock Exchange's main
market for listed securities,
becoming effective in accordance,
respectively, with LR 3.2.7G
of the Listing Rules and paragraph
2.1 of the Admission and Disclosure
Standards
"Admission and the requirements contained
Disclosure Standards" in the publication "Admission
and Disclosure Standards" containing,
amongst other things, the admission
requirements to be observed
by companies seeking admission
to trading on the London Stock
Exchange's main market for
listed securities
"Application the personalised application
Form" form on which Qualifying Non-CREST
Shareholders who are registered
on the register of members
of the Company at the Record
Date may apply for Open Offer
Shares under the Open Offer
"Board" or "Directors" the board of directors of the
Company
"Business Day" any day (excluding Saturdays,
Sundays and public holidays)
on which banks are open in
London for the transaction
of normal banking business
"Cambridge Innovation the arrangements entered into
Capital Agreements" on 9 October 2013 between (1)
Cambridge Innovation Capital
plc and (2) IP2IPO and (1)
the University of Cambridge
(2) RBC CEES Trustee Limited
(3) Cambridge Innovation Capital
plc and (4) Cambridge Innovation
Capital (Jersey) Limited and
the memorandum of understanding
between Cambridge Innovation
Capital plc and IP2IPO dated
9 October 2013, further details
of which are set out in paragraph
14.20 of Part V of the Prospectus
"Capital Raising" the Firm Placing and the Placing,
the Open Offer and the Offer
for Subscription
"Capital Raising the Firm Placed Shares, the
Shares" Placing Shares, the Open Offer
Shares (including the Excess
Shares) and the Offer for Subscription
Shares to be allotted and issued
by the Company pursuant to
the Capital Raising
"Cardiff University means the arrangements entered
Partnership" into on 29 November 2006 between
(1) Fusion IP, (2) Fusion IP
Cardiff Limited, (3) Cardiff
University, (4) University
College Cardiff Consultants
Limited and (5) Cardiff Partnership
Fund
"certificated" a share or security which is
or "in certificated not in uncertificated form
form"
"CIC" Cambridge Innovation Capital
plc
"City Code" the City Code on Takeovers
and Mergers issued by the Panel
"Closing Price" the closing middle-market price
of a Share as derived from
the Daily Official List
"CNAP Partnership" the arrangements entered into
on 19 September 2003 between
(1) the University of York,
(2) IP2IPO and (3) Amaethon
Limited (as subsequently amended
on 16 March 2005), further
details of which are set out
in the Prospectus
"Companies Act" the Companies Act 2006, as
amended
"Company" or IP Group plc, a company incorporated
"IP Group" in England and Wales with registered
number 04204490
"CREST" the relevant system, as defined
in the CREST Regulations, for
the holding of shares in uncertificated
form in respect of which Euroclear
is the operator (as defined
in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities
or "Regulations" Regulations 2001 (SI 2001 no.
3755), as amended
"Daily Official the daily record setting out
List" the prices of all trades in
shares and other securities
conducted on the London Stock
Exchange
"Disclosure Guidance the Disclosure Guidance and
and Transparency Transparency Rules of the FCA,
Rules" as amended from time to time
"DOE Laboratories" Pacific Northwest National
Laboratory, Argonne National
Laboratory and National Renewable
Energy Laboratory
"EEA" the European Economic Area
"Effective" means in the context of the
Possible Acquisition, an offer
having been declared or become
unconditional, or as the case
may be, a scheme of arrangement
having become effective, in
either case, in all respects
in accordance with the requirement
of the City Code
"Euroclear" Euroclear UK & Ireland Limited,
the operator of CREST
"Excess Application the arrangement pursuant to
Facility" which Qualifying Shareholders
may apply for Capital Raising
Shares in excess of their Open
Offer Entitlements provided
they have agreed to take up
their Open Offer Entitlements
in full as set out in the Prospectus
and, in the case of Qualifying
Non-CREST Shareholders, the
Application Form
"Excess CREST in respect of each Qualifying
Open Offer Entitlement" CREST Shareholder, the entitlement
(in addition to his Open Offer
Entitlements) to apply for
Excess Shares, credited to
his stock account in CREST,
pursuant to the Excess Application
Facility, which is conditional
on such Qualifying CREST Shareholder
agreeing to take up his Open
Offer Entitlements in full
as set out in the Prospectus
"Excess Shares" the Capital Raising Shares
for which Qualifying Shareholders
may apply under the Excess
Application Facility
"Excluded Territory" Australia, Canada, Japan, New
or "Excluded Zealand, the Republic of South
Territories" Africa and the United States
"Existing Shares" the Shares in issue as at the
date of the Prospectus
"FCA" the Financial Conduct Authority
of the United Kingdom
"FedIMPACT" FedIMPACT, LLC, a limited liability
company incorporated in the
State of Delaware
"Firm Placed the 96,428,566 new Shares to
Shares" be allotted and issued by the
Company pursuant to the Firm
Placing
"Firm Placees" any persons who have agreed
to subscribe for Firm Placed
Shares pursuant to the Firm
Placing
"Firm Placing" the conditional placing by
Numis, on behalf of the Company,
of the Firm Placed Shares pursuant
to the Placing Agreement
"Finance Wales" Finance Wales Investment Limited,
a company incorporated in England
and Wales with registered number
01833687
"Finance Wales means the non-binding agreement
Co-Investment entered into on 25 June 2013
MOU" between (1) Fusion IP and (2)
Finance Wales, further details
of which will be set out in
the Prospectus
"Form of Proxy" the form of proxy accompanying
the Prospectus for use by Shareholders
in relation to the General
Meeting
"FSMA" the Financial Services and
Markets Act 2000, as amended
"Fusion IP" Fusion IP plc, a company incorporated
in England and Wales with registered
number 05275732, being a wholly
owned subsidiary of the Company
"General Meeting" the general meeting of the
Company convened for 10.00
a.m. on 8 June 2017, notice
of which will be set out in
the Prospectus, and including
any adjournment thereof
"Go9 Agreements" the commercialisation agreements
entered into between IP Group
Australia, the Company, IP2IPO
Asia-Pacific Limited and each
of the Go9 Universities
"Go9 Universities" Monash University, the Australian
National University, the University
of Adelaide, the University
of Melbourne, the University
of Queensland, the University
of Sydney, the University of
Western Australia, UNSW Australia
and the University of Auckland
or the relevant commercial
entity of each such Go9 University"
and "Go9 University" shall
mean any one of them
"Group" IP Group and its subsidiary
undertakings
"IP2IPO" IP2IPO, a company incorporated
in England and Wales with registered
number 04072979, being a wholly
owned subsidiary of the Company
"IP Group Australia" IP2IPO Australia Pty Ltd, a
company incorporated in Australia
with registered number A.C.N.
617 966 695, being a wholly
owned subsidiary of the Company
"Issue" the issue of Capital Raising
Shares pursuant to the Capital
Raising
"Issue Price" 140 pence per Capital Raising
Share
"KB" King's College London Business
Limited, a company incorporated
in England and Wales with registered
number 02714181, being a wholly
owned subsidiary of King's
College London
"King's College King's College London, a body
London" corporate incorporated by RoyalCharter
"King's College the arrangements entered into
London Partnership" on 12 November 2009 between
(1) King's College London,
(2) KB and (3) IP2IPO, further
details of which are set out
in the Prospectus
"Listing Rules" the listing rules made by the
FCA under Part VI of FSMA,
as amended from time to time
"London Stock London Stock Exchange plc
Exchange"
"Money Laundering the Money Laundering Regulations
Regulations" 2007 (SI 2007/2157), as amended
from time to time
"Non-Firm Placees" any persons who have agreed
or shall agree to subscribe
for Placing Shares pursuant
to the Placing
"Notice of General the notice of General Meeting
Meeting" set out in the Prospectus;
"Numis" Numis Securities Limited of
The London Stock Exchange Building
10 Paternoster Square, London
EC4M 7LT, acting as sponsor,
underwriter, broker and joint
financial adviser
"Offer for Subscription" the offer for subscription
to the public in the UK of
Capital Raising Shares on the
terms set out in the Prospectus
and subject to the conditions
and (where applicable) the
Subscription Form
"Offer for Subscription the Capital Raising Shares
Shares" to be allotted and issued by
the Company pursuant to the
Offer for Subscription as the
same may be increased or decreased
at the discretion of the Directors
as set out in this announcement
and the Prospectus
"Official List" the Official List of the FCA
pursuant to Part VI of FSMA
"Open Offer" the offer to Qualifying Shareholders,
constituting an invitation
to apply for Open Offer Shares
and Excess Shares pursuant
to the Excess Application Facility
as the same may be increased
or decreased at the discretion
of the Directors as set out
in the Prospectus, on the terms
and subject to the conditions
set out in the Prospectus and,
in the case of Qualifying Non-CREST
Shareholders, in the Application
Form
"Open Offer Entitlement" the pro rata entitlement of
each Qualifying Shareholders
on the Record Date to apply
for Open Offer Shares pursuant
to the Open Offer
"Open Offer Shares" the 43,478,612 Capital Raising
Shares to be offered to Qualifying
Shareholders under the Open
Offer
"OSI" Oxford Sciences Innovation
plc
"Panel" the Panel on Takeovers and
Mergers
"Partnerships" a long-term arrangement made
by the Group with a university
or other research intensive
institution, including (where
relevant), the University of
Southampton Partnership, the
King's College London Partnership,
the University of Leeds Partnership,
the University of Surrey Partnership,
the University of Bristol Partnership,
the CNAP Partnership, the University
of York Partnership, the Queen
Mary Partnership, the University
of Bath Partnership, the University
of Glasgow Partnership, the
University of Sheffield Partnership,
the Cardiff University Partnership,
the University of Manchester
Partnership, the Finance Wales
Co-Investment MOU, the memorandum
of understanding with each
of the University of Nottingham,
Swansea University and the
Cambridge Innovation Capital
Agreements, the arrangements
between the Group and each
of Columbia University, University
of Pennsylvania and Princeton
University, and the initiative
with FedIMPACT, LLC
"Placed Shares" the Firm Placed Shares and
those Placing Shares allotted
by the Company to Non-Firm
Placees pursuant to the Placing
"Placees" the Firm Placees and the Non-Firm
Placees
"Placing" the conditional subscription
by the Non-Firm Placees for
the Placing Shares which is
subject to scale back as set
out in the Prospectus
"Placing Agreement" the placing agreement dated
23 May 2017 between (1) the
Company and (2) Numis, further
details of which are set out
in the Prospectus
"Placing Shares" the new Shares to be allotted
and issued by the Company to
Non-Firm Placees pursuant to
the Placing as the same may
be increased or decreased at
the discretion of the Directors
as set out in the Prospectus
"Possible Offer" The possible all-share offer
for Touchstone
"Prospectus" the prospectus to be issued
by the Company in respect of
the Capital Raising, together
with any supplements or amendments
thereto
"Prospectus Rules" the prospectus rules of the
UK Listing Authority made in
accordance with section 73A
of FSMA, as amended from time
to time
"Qualified Purchaser" qualified purchaser, as defined
in section 2(a)(51) of the
US Investment Company Act
"Queen Mary Partnership" the arrangements entered into
on 20 July 2006 between (1)
QMUL and (2) IP2IPO as amended,
further details of which are
set out in paragraph 14.10
of Part V of the Prospectus
"QMUL" Queen Mary and Westfield College
University of London, a body
incorporated by Royal Charter
"QIB" qualified institutional buyers,
as defined in Rule 144A under
the US Securities Act
"Qualifying CREST Qualifying Shareholders holding
Shareholders" Shares in uncertificated form
in CREST
"Qualifying Non-CREST Qualifying Shareholders holding
Shareholders" Shares in certificated form
"Qualifying Shareholders" Shareholders on the register
of members of the Company at
the Record Date with the exclusion
(subject to certain exceptions)
of persons with a registered
address or located or resident
in the US or any other Excluded
Territory
"Queen Mary Partnership" the arrangements entered into
on 20 July 2006 between (1)
QMUL and (2) IP2IPO as amended,
further details of which are
set out in the Prospectus
"Record Date" 5:30 p.m. on 19 May 2017
"Record Date the Shares in issue as at the
Shares" Record Date
"Registrars" Capita Asset Services of The
Registry, 34 Beckenham Road
Beckenham, Kent BR3 4TU
"Regulation D" Regulation D under the US Securities
Act
"Regulation S" Regulation S under the US Securities
Act
"Regulatory Information one of the regulatory information
Service" services authorised by the
UK Listing Authority to receive,
process and disseminate regulatory
information in respect of listed
companies
"Resolutions" the resolutions to be proposed
at the General Meeting (and
set out in the Notice of General
Meeting) being (1) an ordinary
resolution to approve the Capital
Raising, (2) an ordinary resolution
to authorise the Directors
to allot Capital Raising Shares
pursuant to the Capital Raising
and (3) a special resolution
to disapply statutory pre-emption
rights in relation to the allotment
of equity securities pursuant
to the Capital Raising
"Rothschild" NM Rothschild & Sons Limited,
New Court St Swithin's Lane,
London, EC4N 8AL, acting as
joint financial adviser
"Share" an ordinary share of 2 pence
in the capital of the Company
and "Shares" shall be construed
accordingly
"Shareholders" holders of Shares
and each a "Shareholder"
"stock account" an account within a member
account in CREST in which a
holding of a particular share
or other security in CREST
is admitted
"Subscription the application form in Appendix
Form" 4 of the Prospectus for use
in connection with the Offer
for Subscription
"Touchstone" Touchstone Innovations plc,
a company incorporated in England
and Wales with registered number
05796766
"Touchstone Directors the directors of Touchstone
or Touchstone
Board"
"UK Listing Authority" the FCA acting in its capacity
or "UKLA" as the competent authority
for the purposes of Part VI
of FSMA and in the exercise
of its functions in respect
of admission to the Official
List
"United Kingdom" the United Kingdom of Great
or "UK" Britain and Northern Ireland
"University of the arrangements entered into
Bath Partnership" on 13 December 2007 between
(1) the University of Bath,
(2) IP2IPO and (3) the Company,
further details of which are
set out in the Prospectus
"University of the arrangements entered into
Bristol Partnership" on 4 December 2005 between
(1) the University of Bristol
and (2) IP2IPO, further details
of which are set out in the
Prospectus
"University of the Chancellor, Masters and
Cambridge" Scholars of the University
of Cambridge
"University of the arrangements entered into
Glasgow Partnership" on 10 October 2006 between
(1) the University Court of
the University of Glasgow and
(2) IP2IPO, further details
of which are set out in the
Prospectus
"University of the arrangements entered into
Leeds Partnership" on 15 July 2005 (as varied
by a supplemental agreement
dated 17 March 2011) between
(1) the University of Leeds,
(2) Techtran Group Limited
(now IP Assist Services Limited)
and (3) the Company, further
details of which are set out
in the Prospectus
"University of the arrangements entered into
Manchester Partnership" on 25 February 2013 between
the University of Manchester
(2) the University of Manchester
13 Limited and (3) IP2IPO,
as subsequently varied, further
details of which are set out
in the Prospectus
"University of the Chancellor, Masters and
Oxford" Scholars of the University
of Oxford
"University of means the arrangements entered
Sheffield Partnership" into on 26 January 2005 and
made between (1) Fusion IP,
(2) Fusion IP Trading Limited
(now Fusion IP Sheffield Limited),
(3) Sheffield University Enterprises
Limited and (4) the University
of Sheffield, as subsequently
varied and the arrangements
relating to medical IP entered
into on 23 November 2015 between
(1) IP2IPO Limited and (2)
the University of Sheffield,
further details of which are
set out in paragraph 14.4 of
Part V of the Prospectus
"University of the arrangements entered into
Southampton Partnership" on 20 March 2002, between (1)
the University of Southampton,
(2) University of Southampton
Holdings Limited, (3) IP2IPO,
(4) IML and (5) Southampton
Asset Management Limited, as
subsequently varied, further
details of which are set out
in the Prospectus
"University of the arrangements entered into
Surrey Partnership" on 9 February 2006 between
(1) the University of Surrey
and (2) IP2IPO, further details
of which are set out in the
Prospectus
"University of the arrangements entered into
York Partnership" on 10 March 2006 (as supplemented
by a side agreement dated 27
March 2009) between (1) the
University of York and (2)
IP2IPO, further details of
which are set out in the Prospectus
"US Investment the US Investment Company Act
Company Act" of 1940, as amended
"US Securities the US Securities Act of 1933,
Act" as amended
All references to "GBP", "pounds", "pounds sterling",
"sterling", "GBP", "pence" and "p" are to the lawful currency of
the UK.
All references to "US dollars" and "US$", are to the lawful
currency of the United States.
All references to "AU$", are to the lawful currency of
Australia.
All references in this announcement to times are, unless the
context otherwise requires, references to the time in London,
UK.
TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING
1. Introduction
Participation in the Firm Placing and/or the Placing is only
available to persons who are invited to participate by Numis. These
terms and conditions apply to persons making an offer to subscribe
for Firm Placed Shares under the Firm Placing and/or Placing Shares
under the Placing. The Placee hereby agrees with Numis and the
Company to be bound by these terms and conditions as being the
terms and conditions upon which Firm Placed Shares will be sold
under the Firm Placing and Placing Shares will be sold under the
Placing. A Placee shall, without limitation, become so bound if
Numis confirms its allocation of Firm Placed Shares under the Firm
Placing and/or Placing Shares under the Placing (as applicable) to
such Placee.
Upon being notified of its allocation of Firm Placed Shares
under the Firm Placing and/or Placing Shares under the Placing
through receipt of a contract note, a Placee shall, subject to the
provisions of the Prospectus with respect to the Placed Shares, be
contractually committed to acquire the number of Firm Placed Shares
and/or Placing Shares allocated to them (subject in the case of the
Placing Shares to scaling back in whole or part to satisfy
applications under the Excess Application Facility or the Offer for
Subscription and/or as determined by the Directors in consultation
with Numis) at the Issue Price and to the fullest extent permitted
by law, will be deemed to have agreed not to exercise any rights to
rescind or terminate or otherwise withdraw from such commitment.
Dealing may not begin before any notification is made.
2. Agreement to acquire Firm Placed Shares and Placing Shares
Each of the Firm Placing and the Placing is conditional upon the
following conditions:
(i) the Resolutions being passed at the General Meeting;
(ii) the Placing Agreement having become unconditional in all
respects save for the condition relating to Admission, and not
being terminated in accordance with its terms before Admission
becomes effective; and
(iii) Admission becoming effective by not later than 8.00 a.m.
on 9 June 2017 (or such later time and/or date as the Company and
Numis may agree (being no later than 23 June 2017) in accordance
with the terms of the Placing Agreement).
Subject to the above conditions, a Placee agrees to become a
Shareholder and agrees to acquire Firm Placed Shares and/or Placing
Shares (as applicable) at the Issue Price. The number of Firm
Placed Shares issued to such Placee under the Firm Placing and/or
Placing Shares issued to such Placee under the Placing shall be in
accordance with the arrangements described above, subject to the
provisions of paragraph 6 of these terms and conditions with
respect to the Placing Shares.
3. Payment for Firm Placed Shares and Placing Shares
Each Placee undertakes to pay the Issue Price for each Firm
Placed Share and Placing Share issued to such Placee in such manner
as shall be directed by Numis. In the event of any failure by a
Placee to pay as so directed by Numis, the relevant Placee shall be
deemed hereby to have appointed Numis or any nominee of Numis to
sell (in one or more transactions) any or all of the Firm Placed
Shares and Placing Shares in respect of which payment shall not
have been made as so directed and to have agreed to indemnify on
demand Numis in respect of any liability for UK stamp duty and/or
stamp duty reserve tax arising in respect of any such sale or
sales.
4. Representations and Warranties
By receiving this document, each Placee and, in the case of
paragraph 5.15 of these terms and conditions, any person confirming
his agreement to subscribe for Firm Placed Shares and/or Placing
Shares on behalf of a Placee or authorising Numis to notify a
Placee's name to the Registrars, is deemed to acknowledge, agree,
undertake, represent and warrant to each of Numis, the Registrars
and the Company that:
4.1 the Placee has read the Prospectus in its entirety and
acknowledges that its participation in the Firm Placing and/or the
Placing (as applicable) shall be made solely on the terms and
subject to the conditions set out in these terms and conditions,
the Placing Agreement and the Articles. Such Placee agrees that
these terms and conditions and the contract note issued by Numis to
such Placee represents the whole and only agreement between the
Placee, Numis and the Company in relation to the Placee's
participation in the Firm Placing and/or the Placing and supersedes
any previous agreement between any of such parties in relation to
such participation. Accordingly, all other terms, conditions,
representations, warranties and other statements which would
otherwise be implied (by law or otherwise) shall not form part of
these terms and conditions. Such Placee agrees that neither the
Company, Numis nor any of their respective officers or directors
will have any liability for any such other information or
representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
4.2 the Placee has the right, power and authority and has taken
all action necessary to subscribe for the Placing Shares under the
Placing and/or the Firm Placed Shares under the Firm Placing (as
applicable) and to execute and deliver all documents necessary for
such subscription and to perform any obligations under any
contracts resulting therefrom and that the Placee is not otherwise
prevented by legal or regulatory restrictions from subscribing for
the Placing Shares under the Placing or the Firm Placed Shares
under the Firm Placing or acting on behalf of any such person on a
non-discretionary basis;
4.3 neither Numis nor any person affiliated with Numis or acting
on its behalf is responsible for or shall have any liability for
any information, representation or statement contained in this
announcement or the Prospectus or any information previously
published by or on behalf of the Company or any member of the Group
and will not be liable for any decision by a Placee to participate
in the Firm Placing and/or the Placing based on any information,
representation or statement contained in this announcement, the
Prospectus or otherwise;
4.4 the Placee acknowledges that the Capital Raising Shares will
be admitted to the Official List, and the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the FCA (collectively,
the "Exchange Information"), which includes a description of the
nature of the Company's business and the Company's most recent
balance sheet and profit and loss account and that the Placee is
able to obtain or access such Exchange Information without undue
difficulty and is able to obtain access to such information or
comparable information concerning any other publicly traded company
whose securities are admitted to the Official List without undue
difficulty;
4.5 the Placee acknowledges that neither Numis, nor any person
affiliated with Numis, nor any person acting on its behalf is
making any recommendations to it or advising it regarding the
suitability or merits of any transaction it may enter into in
connection with the Firm Placing and/or the Placing, and that
participation in the Firm Placing and/or the Placing is on the
basis that it is not and will not be a client of Numis for the
purposes of the Firm Placing and/or the Placing (as applicable) and
the Placee acknowledges that neither Numis, nor any person
affiliated with Numis, nor any person acting on its behalf has any
duties or responsibilities to the Placee for providing the
protections afforded to its clients or for providing advice in
relation to the Firm Placing and/or the Placing (as applicable) or
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or for the exercise
or performance of any of Numis's rights and obligations thereunder,
including any right to waive or vary any condition or exercise any
termination right contained therein;
4.6 the Placee has not relied on Numis or any person affiliated
with Numis in connection with any investigation of the accuracy of
any information contained in the Prospectus or its investment
decision and the Placee has relied on its own investigation with
respect to the Firm Placed Shares and/or the Placing Shares (as
applicable) and the Company in connection with its investment
decision;
4.7 in agreeing to purchase Firm Placed Shares under the Firm
Placing and/or Placing Shares under the Placing (as applicable),
the Placee is only relying on the Prospectus and/or any
supplementary prospectus issued by the Company in connection with
the Capital Raising (as the case may be) or any regulatory
announcement that may be issued by the Company and not on any other
information or representation concerning the Group, the Firm
Placing, the Placing, the Firm Placed Shares or the Placing
Shares;
4.8 save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), neither Numis nor any of its
directors or employees shall be liable to a Placee for any matter
arising out of the role of Numis as the Company's adviser and
broker or otherwise, and that where any such liability nevertheless
arises as a matter of law each Placee will immediately waive any
claim against Numis and any of its directors and employees which a
Placee may have in respect thereof;
4.9 the Placee has complied with all such laws and such Placee
will not infringe any applicable law as a result of such Placee's
agreement to purchase Firm Placed Shares under the Firm Placing
and/or Placing Shares under the Placing and/or acceptance thereof
or any actions arising from such Placee's rights and obligations
under their agreement to purchase Firm Placed Shares under the Firm
Placing and/or Placing Shares under the Placing (as applicable)
and/or acceptance thereof or under the Articles;
4.10 the Placee has accepted that its application is irrevocable
and if for any reason it becomes necessary to adjust the expected
timetable as set out in the Prospectus, the Company will make an
appropriate announcement to a Regulatory Information Service giving
details of the revised dates. In particular, the Company shall, in
agreement with Numis, be entitled to extend the last time and/or
date for applications under the Firm Placing and/or the Placing,
and any such extension will not affect applications already made,
which will continue to be irrevocable;
4.11 to the fullest extent permitted by law, the Placee
acknowledges and agrees to the disclaimers contained in this
announcement and the Prospectus and acknowledges and agrees to
comply with the selling restrictions set out in this announcement
and the Prospectus;
4.12 the Shares have not been and will not be registered under
the US Securities Act, or under the securities legislation of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United Sates or under the applicable securities
laws of any other Excluded Territories or where to do so may
contravene local securities laws or regulations;
4.13 the Placee is either: (i) located outside the United States
and is not a US person as defined in Regulation S and is
subscribing for Firm Placed Shares and/or Placing Shares only in
"offshore transactions" as defined in and pursuant to Regulation S;
or (ii) either (a) a QIB or (b) an Accredited Investor and that is,
in the case of either (ii) (a) or (ii) (b), a Qualified Purchaser
subscribing for Firm Placed Shares and/or Placing Shares in a
private placement transaction falling within the exemption from
registration provided by Section 4(a)(2) under the US Securities
Act;
4.14 the Placee is not subscribing for Firm Placed Shares and/or
Placing Shares as a result of any "directed selling efforts" as
defined in Regulation S or by means of any form of "general
solicitation" or "general advertising" as such terms are defined in
Regulation D under the US Securities Act;
4.15 other than in relation to Placees that fall within 5.13
(ii) above or 5.16, 5.17 or 5.18 below, the Placee is not a
resident of the United States or any other Excluded Territory, in
the case of 5.13(i) above, and acknowledges that the Firm Placed
Shares and the Placing Shares have not been and will not be
registered nor will a prospectus be prepared in respect of the Firm
Placed Shares and the Placing Shares under the securities
legislation of the United States or any other Excluded Territory
or, subject to certain exceptions, may not be offered or sold,
directly or indirectly, in or into those jurisdictions;
4.16 if the Placee is in Australia, the Placee is a person to
whom an offer of shares for issue may be lawfully made without
disclosure under Part 6D.2 of the Corporations Act 2001 (Cth)
because of sections 708(8) to 708(11) of that act;
4.17 if the Placee is in Singapore, (a) the Placee is an
"accredited investor" or "institutional investor" within the
meaning of the term as defined in section 4A of the Securities and
Futures Act, Chapter 289 of Singapore ("SFA"); and (b) the Placee
will not sell the Capital Raising Shares within six (6) months from
the date of acquisition of the Capital Raising Shares, except to
any "relevant person" (as defined in Part XIII Division 1
Subdivision 4 of the SFA) or "institutional investor" (as defined
in Part I of the SFA) or person pursuant to an offer referred to in
Section 275(1A) of the SFA and if the Capital Raising Shares are
sold within six (6) months from the date of acquisition of the
Capital Raising Shares, the Placee shall procure the purchaser of
such Capital Raising Shares undertakes to comply with such
on-selling restrictions for the relevant duration;
4.18 if the Placee is in the People's Republic of China ("PRC"),
the Placee is entitled to subscribe for the Capital Raising Shares
under the laws of PRC and that the Placee has fully observed such
laws and obtained all governmental approvals, permits,
registrations, filings or authorizations and other consents which
may be required to be observed and obtained by the Placee under
such laws and complied with all necessary formalities as required
for its entering into and performing its obligations hereunder and,
to the Placee's knowledge (having made due and careful enquiry of
any nominee), the Placee has not taken any action or omitted to
take any action which could result in the Company or any of its
advisers, officers, directors, agents or employees acting in breach
of any applicable law or regulatory requirement of the PRC in
connection with the Capital Raising;
4.19 the Placee does not have a registered address in, and is
not a citizen, resident or national of, any jurisdiction in which
it is unlawful to make or accept an offer of the Firm Placed Shares
or Placing Shares and it is not acting on a non-discretionary basis
for any such person;
4.20 the Placee has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted this document or
any other offering materials concerning the Firm Placing or the
Placing to any persons within the United States or any other
Excluded Territory, nor will it do any of the foregoing;
4.21 the Placee accepts that if either or both of the Placing or
the Firm Placing does not proceed or the conditions to the Placing
Agreement are not satisfied or the Placing Shares or Firm Placed
Shares for which valid applications are received and accepted are
not admitted to listing on the premium segment of the Official List
and to trading on the London Stock Exchange's main market for
listed securities for any reason whatsoever then none of Numis or
the Company, nor persons controlling, controlled by or under common
control with any of them nor any of their respective employees,
agents, officers, members, stockholders, partners or
representatives, shall have any liability whatsoever to it or any
other person;
4.22 in the case of a person who confirms to Numis on behalf of
a Placee an agreement to purchase Firm Placed Shares under the Firm
Placing and/or Placing Shares under the Placing and/or who
authorises Numis to notify such Placee's name to the Registrars,
that person represents and warrants that he has authority to do so
on behalf of the Placee;
4.23 the Placee has complied with its obligations in connection
with money laundering and terrorist financing under the Criminal
Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Anti-Terrorism Crime and Security Act 2001 and the Money
Laundering Regulations and undertakes to provide satisfactory
evidence of its identity within such reasonable time (in each case
to be determined in the absolute discretion of Numis) to ensure
compliance with the Money Laundering Regulations and that if it is
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Money Laundering
Regulations;
4.24 the Placee is not, and is not applying as nominee or agent
for, a person to whom the issue would give rise to a liability
under any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depository receipts and clearance services) and that the Firm
Placed Shares and/or the Placing Shares (as applicable) are not
being acquired in connection with arrangements to issue depository
receipts or to issue or transfer Firm Placed Shares and/or Placing
Shares (as applicable) into a clearing system;
4.25 if the Placee is resident in the EEA, it is a "qualified
investor" within the meaning of the law in the Relevant Member
State implementing Article 2(1)(e)(i), (ii) or (iii) of the
Prospectus Directive (Directive 2003/71/EC);
4.26 the Placee has not offered or sold and will not offer or
sell any Firm Placed Shares and/or Placing Shares (as applicable)
to persons in the UK prior to Admission except to "qualified
investors" as defined in Article 2(1)(e) of the Prospectus
Directive;
4.27 the Placee is (a) a person falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "FPO") or (b) a person falling within article
49(2)(a) to (d) of the FPO and undertakes that it will acquire,
hold, manage or dispose of any Firm Placed Shares and/or Placing
Shares that are allocated to it for the purposes of its business
and/or (c) a person to whom the Prospectus may otherwise be
lawfully communicated;
4.28 the Placee has only communicated or caused to be
communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) relating to the Firm
Placed Shares or the Placed Shares in circumstances in which
section 21(1) of FSMA does not require approval of the
communication by an authorised person;
4.29 the exercise by Numis of any rights or discretions under
the Placing Agreement shall be within its absolute discretion and
Numis need not have any reference to any Placee and shall have no
liability to any Placee whatsoever in connection with any decision
to exercise or not to exercise any such right and each Placee
agrees that it shall have no rights against Numis or its directors
or employees under the Placing Agreement;
4.30 the Placee acknowledges that any money held in an account
with Numis on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA. The Placee further
acknowledges that the money will not be subject to the protections
conferred by the client money rules. As a consequence, this money
will not be segregated from Numis' money in accordance with the
client money rules and will be used by Numis in the course of its
own business and the Placee will rank only as a general creditor of
Numis;
4.31 the Placee accepts that the allocation of Placing Shares
and/or Firm Placed Shares shall be determined by Numis in its
absolute discretion but in consultation with the Company and that
Numis may scale down any commitments for this purpose on such basis
as it may determine; and
4.32 time shall be of the essence as regards its obligations to
settle payment for the Placing Shares and/or the Firm Placed Shares
and to comply with its other obligations under the Placing or Firm
Placing.
The Placee acknowledges and understands that the Company and
Numis will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, acknowledgements and
undertakings.
The Placee indemnifies on an after-tax basis and agrees to hold
harmless the Company and Numis and each person affiliated with the
Company or Numis and any person acting on their behalf from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in these terms and conditions and further agrees that
the provisions in these terms and conditions shall survive after
completion of the Firm Placing and the Placing.
5. Scaling back of the Placing Shares
The Placing Shares to be issued under the Placing are subject to
scaling back in whole or part, at the discretion of the Directors
(in consultation with Numis), to satisfy applications under the
Excess Application Facility and/or the Offer for Subscription.
6. Miscellaneous
The rights and remedies of Numis, the Registrars and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
On application, each Placee may be asked to disclose, in writing
or orally to Numis:
(i) if he is an individual, his nationality; or
(ii) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
All documents will be sent at the Placee's risk. They may be
sent by post to such Placee at an address notified to Numis.
The provisions of these terms and conditions of the Firm Placing
and the Placing may be waived, varied or modified as regards
specific Placees or on a general basis by Numis in its sole
discretion with the consent of the Company.
The contract to subscribe for Firm Placed Shares and/or Placing
Shares and the appointments and authorities mentioned herein will
be governed by, and construed in accordance with, the laws of
England. For the exclusive benefit of Numis, the Company and the
Registrars, each Placee irrevocably submits to the exclusive
jurisdiction of the courts of England in respect of these matters.
This does not prevent an action being taken against a Placee in any
other jurisdiction. Each Placee waives any objection to proceedings
in the courts of England on the ground of venue or on the ground
that proceedings have been brought in an inconvenient forum.
In the case of a joint agreement to subscribe for Firm Placed
Shares and/or Placing Shares, references to a "Placee" in these
terms and conditions are to each of such Placees and such joint
Placees' liability is joint and several.
In addition to the provisions of paragraph 6 of these terms and
conditions, Numis and the Company each expressly reserve the right
to modify the Firm Placing and/or the Placing (including, without
limitation, its timetable and settlement) at any time before
allocations of Firm Placed Shares under the Firm Placing and/or of
Placing Shares under the Placing are determined.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEAJMATMBATMTR
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May 23, 2017 02:02 ET (06:02 GMT)
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