Touchstone Innovations PLC Updated recommendation by Touchstone Innovations (9375T)
October 18 2017 - 3:38AM
UK Regulatory
TIDMIVO
RNS Number : 9375T
Touchstone Innovations PLC
18 October 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
18 October 2017
Touchstone Innovations plc
Updated recommendation by Touchstone Innovations plc regarding
IP Group plc offer (the "Offer")
Further to the announcements by IP Group plc ("IP Group"), the
Board of Touchstone Innovations plc ("Touchstone" or the "Company")
notes that the CMA clearance condition to the Offer has been
fulfilled and that the Offer has been declared wholly unconditional
as of this morning.
The Board of Touchstone also notes that IP Group has received
valid acceptances in respect of 155,859,312 Touchstone shares,
representing approximately 96.6844 per cent of the existing issued
share capital of Touchstone, and IP Group's stated intention to
commence the procedure pursuant to Chapter 3 of Part 28 of the
Companies Act 2006 to compulsorily acquire the remaining Touchstone
shares in respect of which the Offer is not accepted on the same
terms as the Offer.
Given that the Offer is now wholly unconditional, the Board of
Touchstone recommends that Touchstone shareholders who have not yet
accepted the Offer now do so promptly.
Those Touchstone shareholders who accept the Offer will receive
their new shares in IP Group as consideration for their Touchstone
shares at an earlier date than they would as part of the compulsory
acquisition procedure referred to above.
The procedure for acceptance of the IP Group Offer is set out in
the IP Group offer document dated 18 July 2017, the "Update on
Offer for Touchstone Innovations plc" announcement dated 18
September 2017 as well as the "Offer update - Wholly unconditional"
announcement dated 18 October 2017.
IP Group has announced that the Offer will remain open until
further notice and that not less than 14 calendar days' notice will
be given in respect of the closure of the Offer.
The directors of Touchstone who own shares in Touchstone in
their personal capacity have decided to accept the Offer in respect
of their own beneficial holdings.
If you are a Touchstone shareholder and in any doubt as to the
action you should take, you are recommended to seek your own
financial advice immediately from your stockbroker, bank manager,
solicitor, accountant, fund manager or other appropriate
independent financial adviser 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.
*****
Enquiries:
020 3053
Touchstone Innovations plc 8834
Russ Cummings
J.P. Morgan Cazenove (Financial Adviser
and Corporate Broker to Touchstone 020 7742
Innovations plc) 4000
Michael Wentworth-Stanley/ James Robinson/
Alec Pratt
RBC Capital Markets
(Joint Corporate Broker to Touchstone 020 7653
Innovations plc) 4000
Marcus Jackson
020 7457
Instinctif Partners 2020
Adrian Duffield/Melanie Toyne-Sewell/Chantal
Woolcock
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.
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 Corporate Broker to the
Company.
Responsibility
The directors of Touchstone accept responsibility for the
information contained in this announcement (including expressions
of belief) and, to the best of the knowledge and belief of the
Touchstone directors (having 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.
Additional Information
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.touchstoneinnovations.com by
no later than 12 noon (London time) on the business day following
this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
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