Touchstone Innovations PLC Publication of Response Circular (6984M)
August 01 2017 - 1:02AM
UK Regulatory
TIDMIVO
RNS Number : 6984M
Touchstone Innovations PLC
01 August 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
1 August 2017
Touchstone Innovations plc
Publication of Response Circular in respect of the Offer by IP
Group plc
The Board of Touchstone Innovations plc ("Touchstone") today
announces the publication of a circular (the "Response Circular")
in response to the offer by IP Group plc ("IP Group"), which was
set out in the offer document published by IP Group on 18 July 2017
(the "Offer"). The Response Circular is published in accordance
with Rule 25.1(a) of the City Code on Takeovers and Mergers (the
"Code").
In accordance with the requirements of Rule 25.1(b) of the Code,
a copy of the Response Circular has been made 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.
Enquiries:
Touchstone Innovations plc
Russ Cummings
Tel: +44 20 3727 2030
J.P. Morgan Cazenove
(Financial Adviser and Joint Corporate Broker to Touchstone
Innovations plc)
Michael Wentworth-Stanley
James Robinson
Alec Pratt
Tel: +44 20 7742 4000
RBC Capital Markets
(Joint Corporate Broker to Touchstone Innovations plc)
Marcus Jackson
Tel: +44 20 7653 4000
Instinctif Partners
Adrian Duffield /Melanie Toyne-Sewell/Chantal Woolcock
Tel: +44 20 7457 2020
Responsibility Statement
The directors of Touchstone each accept responsibility for the
information contained in this document, except that the only
responsibility accepted by them in respect of the information
contained in this announcement. To the best of the knowledge and
belief of each of the directors of Touchstone (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such
information.
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 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 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.
RBC Capital Markets is the business name used by RBC Europe
Limited, which is authorised in the United Kingdom by the
Prudential Regulation Authority ("PRA") and regulated by the
Financial Conduct Authority and the PRA and is a subsidiary of the
Royal Bank of Canada. RBC is acting as Joint Corporate Broker to
the Company.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. 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 tenth Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the tenth
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 Takeover Code, any person who is, or
becomes, interested in one per cent. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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