TIDMIVO
RNS Number : 9611F
Touchstone Innovations PLC
23 May 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE
23 May 2017
Touchstone Innovations plc
Statement regarding announcement by IP Group plc ("IP Group") of
a possible offer for Touchstone Innovations plc
The Board of Directors of Touchstone Innovations plc (AIM: IVO,
"Touchstone" or the "Company") notes the announcement of IP Group
and confirms that Touchstone was approached by IP Group regarding a
potential combination.
Touchstone engaged because the proposal has certain merits and
because the Company's large shareholders asked the Board to do
so.
An agreement on terms and governance could not be agreed prior
to the capital raise announced today by IP Group.
Any recommended proposal would need to reflect the best
interests of Touchstone and its shareholders as a whole, and having
regard to its management, the interests of employees and the
position of portfolio companies.
The Board advises shareholders to take no action at this time. A
further announcement will be made as appropriate.
In accordance with Rule 2.6(a) of the Code, IP Group must, by
not later than 5.00 p.m. on 20 June 2017, either announce a firm
intention to make an offer for Touchstone 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.
Enquiries:
Touchstone Innovations plc
Russ Cummings Tel: +44 20 3727 2030
J.P. Morgan Cazenove
(Financial Adviser and Corporate Broker to Touchstone
Innovations plc)
Michael Wentworth-Stanley Tel: +44 20 7742 4000
James Robinson
Alec Pratt
Instinctif Partners
Adrian Duffield /Melanie Toyne-Sewell/Chantal Woolcock Tel: +44 20 7457 2020
Further Information
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Touchstone Innovations plc and no one else
in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Touchstone Innovations plc for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, or
for providing advice in relation to any matter referred to
herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Additional Information
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.touchstoneinnovations.com.
The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
In accordance with Rule 2.9 of the Code, Touchstone Innovations
plc confirms that as at the date of this announcement, it has in
issue 161,204,124 ordinary shares of 3 1/33 pence each. The
International Securities Identification Number of the shares is
GB00B170L953.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFDLIFVAEFIVFID
(END) Dow Jones Newswires
May 23, 2017 05:33 ET (09:33 GMT)
Touchstone Innovations (LSE:IVO)
Historical Stock Chart
From Apr 2024 to May 2024
Touchstone Innovations (LSE:IVO)
Historical Stock Chart
From May 2023 to May 2024