TIDMIPO TIDMIVO
RNS Number : 0755M
IP Group PLC
25 July 2017
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
25 July 2017
Offer for Touchstone Innovations plc by IP Group plc
Clarification to Certain Provisions of the Offer
1. Background
On 18 July 2017, IP Group plc published the terms and conditions
of its offer (the "Offer") to acquire the entire issued and to be
issued ordinary share capital of Touchstone (the "Offer Document").
Terms which are defined in the Offer Document have the meanings
given to them in the Offer Document when used in this announcement
(the "Announcement").
2. Clarification
The financial terms of the Offer remain unchanged from the Offer
Document. This Announcement sets out clarifications to certain
other provisions of the Offer Document. IPG confirms the
following:
2.1 paragraph 1.2 of Part B of Appendix I (Conditions to, and
Further Terms of, the Offer) of the Offer Document, should be
considered amended to state that IPG has the option to extend the
Offer following the First Closing Date so that it remains open for
acceptances until midnight of Day 60;
2.2 Rule 34.1 of the Code entitles offeree company shareholders
to withdraw their acceptance of an offer from the date which is 21
days after the first closing date of such offer, however, in this
situation given that pursuant to the Code and save with the consent
of the Panel the Offer must become unconditional as to acceptances
by or on the First Closing Date or, if extended, by midnight on Day
60, no withdrawal rights will arise under the Offer. Accordingly,
Touchstone Shareholders who accept the Offer will be unable to
withdraw their acceptance of the Offer and paragraph 3.3 of
Appendix I (Conditions to, and Further Terms of, the Offer) of the
Offer Document and subsequent references to withdrawal rights
should be construed accordingly;
2.3 as set out in the announcement of the firm intention to make
the Offer under Rule 2.7 of the Code made on 20 June 2017, the
Offer will remain open for acceptances for at least 14 days
following the announcement of the final Exchange Ratio;
2.4 the Exchange Ratio for the purpose of assessing the effect
on capital value for a holder of one Touchstone Share assuming the
Offer becomes or is declared unconditional in all respects, in
paragraph 9.3 of Part I (Letter from the Chairman of IP Group PLC)
of the Offer Document, is 2.2178; and
2.5 the reference to Invesco Asset Management Ltd being presumed
by the Panel to be acting in concert with Touchstone in paragraph
6(b) of Appendix V (Additional Information) of the Offer Document
should be deemed deleted as the Panel has confirmed that
presumption has been rebutted.
In all other respects the terms and conditions of the Offer are
as set out in the Offer Document.
Enquiries:
IP Group plc
Alan Aubrey, Chief Executive Officer +44 (0) 20 7444 0050
Greg Smith, Chief Financial Officer +44 (0) 20 7444 0070
Liz Vaughan-Adams, Communications +44 (0) 20 7444 0062/+44 (0) 7979 853802
N M Rothschild (Lead Financial Adviser) +44 (0) 20 7280 5000
Warner Mandel
Anton Black
Numis Securities Limited (Sponsor, Joint Financial Adviser and Broker) +44(0) 20 7260 1000
Michael Meade
James Black
Freddie Barnfield
Charlotte Street Partners
Andrew Wilson +44 (0) 7810 636995
Martha Walsh +44 (0) 7876 245962
Pinsent Masons LLP are retained as legal advisers for IP
Group.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise nor
shall there be any sale, issuance or transfer of securities of IPG
or Touchstone pursuant to the Offer in any jurisdiction in
contravention of applicable laws. The Offer will be implemented
solely pursuant to the terms of the terms of the Offer Document (as
clarified by this Announcement), which contains the full terms and
conditions of the Offer. Any decision in respect of, or other
response to, the Offer should be made on the basis of the
information contained in the Offer Document (as clarified by this
Announcement).
IP Group urges Touchstone Shareholders to read the Offer
Document carefully because it contains important information in
relation to the Offer, the New Shares and the Combined Group.
IP Group urges IPG Shareholders to read the IPG Circular
carefully. Any vote in respect of resolutions to be proposed at the
IPG General Meeting to approve the Offer, or related matters,
should be made only on the basis of the information contained in
the IPG Circular.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Information Relating to Touchstone Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Touchstone Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Touchstone may be provided to IP Group during
the Offer Period as required under Section 4 of Appendix 4 of the
City Code.
Overseas Jurisdictions
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person. This Announcement has been prepared for
the purpose of complying with English law and the City Code and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
Unless otherwise determined by IP Group or required by the City
Code, and permitted by applicable law and regulation, the
availability of New Shares to be issued pursuant to the Offer to
Touchstone Shareholders will not be made available, directly or
indirectly, in, into or from the United States or any other
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Offer by
any means, instrumentality or form within a Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation
of the laws of that jurisdiction.
Accordingly, copies of this Announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any other
jurisdiction where to do so would constitute a violation of the
laws of that jurisdiction, and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send such documents in or into or
from any Restricted Jurisdiction.
The Offer may not be made directly or indirectly, in or into, or
by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, email or other electronic transmission
or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction.
The availability of New Shares pursuant to the Offer to
Touchstone Shareholders who are not resident in the United Kingdom
or the ability of those persons to hold such shares may be affected
by the laws or regulatory requirements of the relevant
jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements.
Touchstone Shareholders who are in doubt about such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
This Announcement is not for publication, distribution, directly
or indirectly, in or into the United States of America. This
Announcement is not an offer of securities for sale into the United
States. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
Important Notices Relating to Financial Advisers
Rothschild, which is authorised and regulated by the FCA in the
UK, is acting exclusively for IP Group and no one else in
connection with the Offer and will not be responsible to anyone
other than IP Group for providing the protections afforded to
clients of Rothschild or for providing advice in relation to the
Offer or any other matters referred to in this Announcement.
Numis Securities Limited which is authorised and regulated by
the FCA is acting exclusively for IP Group and no one else in
connection with the Offer and Numis Securities Limited will not be
responsible to anyone other than IP Group for providing the
protections afforded to its clients or for providing advice in
relation to the Offer or any other matters referred to in this
Announcement.
Cautionary Note Regarding Forward-Looking Statements
This Announcement (including any information incorporated by
reference into this Announcement), oral statements regarding the
Offer and other information published by IP Group and Touchstone
contain certain forward-looking statements with respect to the
financial condition, strategies, objectives, results of operations
and businesses of IP Group and Touchstone and their respective
groups and certain plans and objectives with respect to the
Combined Group. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current
facts. Forward-looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations
and projections of the management of IP Group and Touchstone about
future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this
Announcement include statements relating to the expected effects of
the Offer on IP Group and Touchstone, the expected timing and scope
of the Offer and other statements other than historical facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by IP
Group, and/or Touchstone in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
readers are therefore cautioned not to place undue reliance on
these forward-looking statements.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. For a discussion of
important factors which could cause actual results to differ from
forward-looking statements in relation to IP Group or the
Touchstone Group, please refer to the annual report and accounts of
IP Group for the financial year ended 31 December 2016 and the
interim accounts for the six months ended 30 June 2017 and of the
Touchstone Group for the financial year ended 31 July 2016 and the
interim accounts for the six months ended 31 January 2017,
respectively.
Each forward-looking statement speaks only as at the date of
this Announcement. Neither IPG nor its group assumes any obligation
to update or correct the information contained in this Announcement
(whether as a result of new information, future events or
otherwise), except as required by applicable law.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share or dividend per share for IPG, Touchstone or the
Combined Group, as appropriate, for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share or dividend per share for IPG,
Touchstone or the Combined Group as appropriate.
Publication on website and availability of hard copies
A copy of this Announcement is and will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on the investor relations section of
IPG's website www.ipgroupplc.com/investorrelations/ by no later
than 12 noon (London time) on the Business Day following this
Announcement. For the avoidance of doubt, the contents of the
websites referred to in this Announcement are not incorporated into
and do not form part of this Announcement.
You may request a hard copy of this Announcement free of charge
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) by writing to Freddie Barnfield at Numis
at f.barnfield@numis.com or by calling +44 (0)20 7260 1000 during
normal business hours. It is important that you note that unless
you make such a request, a hard copy of this Announcement will not
be sent to you. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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