TIDMIPO TIDMIVO
RNS Number : 8814T
IP Group PLC
18 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
18 October 2017
Offer for Touchstone Innovations plc declared wholly
unconditional
Acceptances in excess of 96%; Acceptance Condition satisfied
Offer now unconditional in all respects
Combination creates market leader with the scale to help create,
build and support the very best world-changing businesses
On 20 June 2017, IP Group plc ("IP Group") announced the terms
of an offer to be made by IP Group for the whole of the issued and
to be issued share capital of Touchstone Innovations plc
("Touchstone"). The offer document in relation to the Offer was
posted to shareholders on 18 July 2017 ("Offer Document").
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Level of acceptances
As at 1:00 p.m. on 17 October 2017 (the latest practicable date
prior to the publication of this announcement), IP Group has
received valid acceptances of its Offer in respect of a total of
155,859,312 Touchstone Shares, representing approximately 96.6844
per cent. of the issued share capital of Touchstone, which IP Group
may count towards satisfaction of the Acceptance Condition.
Of these, acceptances have been received in respect of
-- 62,898,455 Touchstone Shares (representing approximately
39.0179 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 IP Group;
and
-- 92,960,857 Touchstone Shares (representing approximately
57.6666 per cent. of the current issued share capital of
Touchstone), including 81,492,193 Touchstone Shares (representing
50.5522 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, excluding those acceptances provided by
Invesco.
IPG continues to hold letters of intent in support of the Offer
in respect of a further 210,000 Touchstone Shares (representing
approximately 0.1303 per cent. of the existing issued share capital
of Touchstone) that remain outstanding as at the date of this
announcement.
Accordingly, IP Group has received valid acceptances of its
Offer in respect of a total of 155,859,312 Touchstone Shares,
representing approximately 96.6844 per cent. of Touchstone's issued
share capital which it may count towards satisfaction of the
Acceptance Condition.
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.
Acceptance Condition satisfied
IP Group is pleased to announce that the Acceptance Condition to
the Offer has been satisfied and that the Offer has become
unconditional as to acceptances.
Offer wholly unconditional
IP Group is also pleased to confirm that all the Conditions to
the Offer set out in the Offer Document have now been satisfied or
waived and, accordingly, IP Group is pleased to announce that the
Offer has now become unconditional in all respects.
Commenting on the offer becoming wholly unconditional, Alan
Aubrey, CEO of IP Group, said:
"The combination of IP Group and Touchstone Innovations creates
a clear market leader and a company with the scale to help create,
build and support the very best world-changing businesses. The
enlarged Group is well-funded and will benefit from both critical
mass and a balanced portfolio and we look forward to working with
our new colleagues."
Update on Exchange Ratio
As noted in the Offer Document, the Exchange Ratio of 2.2178 IPG
Share for each Touchstone Share is subject to adjustment if, as a
result of an increase in the price of the IPG Shares, the implied
offer value per Touchstone Share was to become worth more than 330
pence, as calculated by reference to the average of the daily
volume weighted average prices of an IPG Share over the 30 Business
Days prior to the date of this announcement. Having made this
calculation, IPG confirms that the Exchange Ratio remains at 2.2178
IPG Shares for each Touchstone Share.
Settlement
The allotment and issue of New Shares will be effected within 14
calendar days of the date of this announcement to those Touchstone
Shareholders (or the first-named shareholder in the case of joint
holders) whose valid acceptances have already been received in the
manner described in the Offer Document. The allotment and issue of
New Shares in respect of valid acceptances received after the date
of this announcement will be made within 14 calendar days after
receipt of each such acceptance. It is expected that all New Shares
will be admitted to trading on the main market of the London Stock
Exchange on or shortly after the date of their issue.
Compulsory acquisition
IP Group has received valid acceptances under the Offer in
respect of not less than 90 per cent. of the Touchstone Shares to
which the Offer relates by nominal value and voting rights
attaching to such shares. Accordingly, IP Group will now exercise
its rights pursuant to the provisions of Chapter 3 of Part 28 of
the Companies Act to acquire compulsorily the remaining Touchstone
Shares in respect of which the Offer has not been accepted on the
same terms as the Offer. Notice will be sent to non-assenting
Touchstone Shareholders informing them of the compulsory
acquisition of their shares by IP Group.
Delisting and cancellation of trading
IP Group has received valid acceptances of its Offer in respect
of not less than 75 per cent. of the Touchstone Shares and the
Offer has been declared unconditional in all respects. As
contemplated by the Offer Document, IP Group confirms that it
intends to procure an application for cancellation of the admission
to trading on AIM of the Touchstone Shares as soon as practicable
after the date of this announcement.
Delisting will significantly reduce the liquidity and
marketability of any Touchstone Shares not assented to the
Offer.
Interests in relevant securities
As at the close of business on 17 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 IP Group, 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 17
October 2017 (the latest practicable date prior to publication of
this announcement), neither IP Group nor (so far as IP Group 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).
Action to be taken
The Offer will remain open for acceptance until further notice.
Not less than 14 calendar days' notice will be given in respect of
the closure of the Offer.
Touchstone Shareholders who have not accepted the Offer are
urged to do so as soon as possible.
-- 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) as soon as
possible.
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 as soon as possible.
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.
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 (0)
Liz Vaughan-Adams, Communications 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 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.
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 City 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 City 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
website 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
OUPDMMMGGNNGNZZ
(END) Dow Jones Newswires
October 18, 2017 02:00 ET (06:00 GMT)
Touchstone Innovations (LSE:IVO)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Touchstone Innovations (LSE:IVO)
Historical Stock Chart
Von Jun 2023 bis Jun 2024