TIDMIPO TIDMIVO
RNS Number : 0027T
IP Group PLC
09 October 2017
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014.
FOR IMMEDIATE RELEASE
9 October 2017
Update on Offer for Touchstone Innovations plc
Extension of the Offer to 1.00 p.m. on 27 October 2017
Acceptances and statements of support in aggregate of 97%
1. Introduction
As announced on 25 August 2017, the Offer timetable has been
frozen to allow for the CMA Phase 1 review of the Offer to be
conducted within the Offer timetable. As stated in the Panel's
statement on 25 August 2017, Day 39 of the Offer timetable will be
extended to the second day after the announcement of the CMA's
decision following its Phase 1 review. On 29 August 2017, the CMA
announced the commencement of its Phase 1 review of the proposed
transaction, with 24 October 2017 as the deadline for the
announcement of its decision. Consequently, IPG announced, on 18
September 2017, that it was extending the Offer until 1.00 p.m. on
6 October 2017 (the "Second Closing Date").
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the offer document
published on 18 July 2017 (the "Offer Document").
2. Extension of the Offer to 1.00 p.m. on 27 October 2017
In accordance with the disclosures set out above, IPG announces
that the Offer is being further extended and will remain open for
acceptance until the next closing date which will be 1.00 p.m. on
27 October 2017. Should there be any further extension of the Offer
this will be publicly announced by 8.00 a.m. on the business day
following the day on which the Offer is due to expire, or such
later time or date as the Panel may agree.
3. Acceptances and statements of support in aggregate of 97%
As at 1.00 p.m. on 6 October 2017, being the Second Closing Date
of the Offer, IPG had received valid acceptances in respect of a
total of 84,540,607 Touchstone Shares, representing approximately
52.4432 per cent. of the issued share capital of Touchstone, which
IPG may count towards the satisfaction of the Acceptance Condition.
Of these, acceptances have been received in respect of:
-- 16,120,000 Touchstone Shares (representing approximately
9.9997 per cent. of the current issued share capital of Touchstone)
from Invesco Asset Management Ltd ("Invesco"), which is presumed by
the Panel to be acting in concert with IPG; and
-- 68,420,607 Touchstone Shares (representing approximately
42.4435 per cent. of the current issued share capital of
Touchstone), including 56,959,693 Touchstone Shares (representing
35.3339 per cent. of the current issued share capital of
Touchstone) received under the terms of certain irrevocable
undertakings to accept and letters of intent provided by certain
Touchstone Shareholders.
IPG continues to hold letters of intent in support of the Offer
in respect of a further 71,492,500 Touchstone Shares (representing
approximately 44.3491 per cent. of the existing issued share
capital of Touchstone) that remain outstanding as at the Second
Closing Date.
Accordingly, IPG has now received support for the Offer from
holders of Touchstone Shares representing, in aggregate, 96.7923
per cent of Touchstone's issued share capital.
The percentage holdings of Touchstone Shares referred to in this
announcement are based on there being a total of 161,204,124
Touchstone Shares in issue.
4. Interest in Relevant Securities
As at the close of business on 6 October 2017 (the latest
practicable date prior to the publication of this announcement),
Invesco, which is presumed by the Panel to be acting in concert
with IPG, held 62,898,455 Touchstone Shares (representing
approximately 39.0179 per cent. of the current issued share capital
of Touchstone).
Save as disclosed above, as at the close of business on 6
October 2017 (the latest practicable date prior to publication of
this announcement), neither IPG nor (so far as IPG is aware) any
person acting in concert with it (a) is interested in, or has any
rights to subscribe for, any relevant securities of Touchstone (b)
has any short position (whether conditional or absolute and whether
in the money or otherwise) in, including any short position under a
derivative or any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery of,
any relevant securities of Touchstone or (c) has any borrowing or
lending of any relevant securities of Touchstone (save for any
borrowed Touchstone Shares which have been either on-lent or
sold).
5. Procedure for Acceptance of the Offer
Details of the procedure for accepting the Offer are set out in
the Offer Document. The Offer Document is also available on the
offer website at http://www.ipgroupplc.com. Touchstone Shareholders
who have not accepted the Offer may do so by the following
deadlines:
-- If you hold your Touchstone Shares, or any of them, in
certificated form (that is, not in CREST), to accept the Offer in
respect of those Touchstone Shares you should complete, sign and
return the Form of Acceptance (together with your share
certificate(s) and/or other document(s) of title) no later than
1.00 p.m. on 27 October 2017.
The Form of Acceptance and a reply-paid envelope were enclosed
with the Offer Document. Instructions on how to complete the Form
of Acceptance are set out in the Form of Acceptance and in
Paragraph 20(a) of Part I of the Offer Document.
-- If you hold your Touchstone Shares, or any of them, in
uncertificated form (that is, in CREST), to accept the Offer in
respect of those Touchstone Shares you should follow the procedure
for Electronic Acceptance through CREST so that the TTE instruction
settles no later than 1.00 p.m. on 27 October 2017.
Instructions on how to accept the Offer by means of Electronic
Acceptance are set out in in Paragraph 20(b) of Part I of the Offer
Document.
If you have any questions relating to the procedure for
acceptance of the Offer, please contact the Receiving Agent, Capita
Asset Services, on +44 (0) 371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to
Friday excluding public holidays in England and Wales. Please note
that Capita Asset Services cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and
training purposes. If you are a CREST sponsored member, you should
contact your CREST sponsor before taking any action.
Enquiries
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) 7979853802
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
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 IP
Group or Touchstone pursuant to the Offer in any jurisdiction in
contravention of applicable laws. The Offer is being implemented
solely pursuant to the Offer Document 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. 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. This announcement does not
constitute a prospectus or prospectus equivalent document.
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 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 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.
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.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the 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 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (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
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 p.m. (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 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 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.
Documents Available for Inspection
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
IP Group'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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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