TIDMFIP TIDMIPO
RNS Number : 6953C
Fusion IP PLC
19 March 2014
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 RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
19 March 2014
FUSION IP PLC
(the "Company" or "Fusion IP")
Court confirmation of Capital Reduction and Effective Date
Further to the announcement dated 17 March 2014, the Fusion IP
Board and the IP Group Board are pleased to announce that the Court
has today made an order confirming the Capital Reduction at the
Reduction Court Hearing, which follows the Court's sanction of the
Scheme at the Scheme Court Hearing held on 17 March 2014.
The Scheme will become effective in accordance with its terms
upon the Court Orders being delivered to the Registrar of
Companies, which is expected to take place later today.
In connection with the Acquisition, Scheme Shareholders will
receive 0.446 of a New IPG Share for each Scheme Share held at the
Reduction Record Time and IP Group will be required to issue
39,150,484 New IPG Shares to Scheme Shareholders. An application
has been made to the FCA for the New IPG Shares to be listed on the
premium segment of the Official List and to the London Stock
Exchange for the New IPG Shares to be admitted to trading on the
London Stock Exchange's main market for listed securities, which,
in each case, is expected to take place at 8.00 a.m. (London time)
on 20 March 2014. Share certificates in respect of New IPG Shares
will be despatched to Scheme Shareholders or Scheme Shareholders'
stock account in CREST will be credited with such New IPG Shares
(as applicable) no later than 2 April 2014, being 14 days from 19
March 2014.
As announced by the Company on 17 March 2014, trading in Fusion
IP Shares on AIM was suspended with effect from 7.30 a.m. (London
time) on 19 March 2014. An application has been made to the London
Stock Exchange for the cancellation of the Fusion IP Shares from
trading on AIM and it is expected that such cancellation will take
place at 7.00 a.m. (London time) on 20 March 2014.
Full details of the Acquisition are set out in the scheme
document dated 4 February 2014 as sent or made available to Fusion
IP Shareholders on 4 February 2014 ("Scheme Document"). Capitalised
terms used but not otherwise defined in this announcement have the
meaning given to them in the Scheme Document.
A copy of this announcement will be available on Fusion IP's and
IP Group's websites at www.fusionip.co.uk and www.ipgroupplc.com,
respectively.
For further information please contact:
Fusion IP +44 (0) 114 275 5555
David Baynes, CEO
Stuart Gall, Press Relations
Cenkos Securities plc (Financial Adviser to Fusion IP) +44 (0)
20 7397 8900
Bobbie Hilliam, Harry Pardoe (Corporate Finance)
Julian Morse (Sales)
IP Group plc +44 (0) 20 7444 0050
Alan Aubrey, Chief Executive Officer
Greg Smith, Chief Financial Officer
Liz Vaughan-Adams, Communications +44 (0) 20 7444 0062
+44 (0) 7979 853 802
liz.vadams@ipgroupplc.com
Numis Securities Limited(Financial Adviser to IP Group) +44 (0)
20 7260 1000
Etienne Bottari / Michael Meade / Freddie Barnfield (Corporate
Finance)
James Black (Corporate Broking)
FTI Consulting (IP Group's PR Adviser) +44 (0) 20 7831 3113
John Dineen
James Melville-Ross
Important Notices
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial
adviser to Fusion IP in connection with the Offer and no one else
and will not be responsible to anyone other than Fusion IP for
providing the protections afforded to the clients of Cenkos nor for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting as sponsor, corporate
broker and financial adviser to IP Group and no one else in
connection with the Offer and will not regard any other person
(whether or not a recipient of this announcement) as its client in
relation to the Offer and 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.
Neither this announcement nor the Scheme Document (or any
accompanying documents) constitute or form part of any offer to
sell or issue or an invitation to purchase or subscribe for any
securities or a solicitation of an offer to buy any securities
pursuant to these documents or otherwise in any jurisdiction in
which such offer, invitation or solicitation is unlawful nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons
into whose possession this announcement and/or the accompanying
documents come should inform themselves about, and observe, such
restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. This announcement, the Scheme Document and the
accompanying documents have been prepared for the purpose of
complying with English law, the City Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England and Wales or if the City Code and/or the AIM Rules had not
applied. This announcement and the Scheme Document are governed by
English law and are subject to the jurisdiction of the English
courts.
The statements contained herein are made as at the date of this
announcement, unless some other time is specified in relation to
them, and service of this announcement shall not give rise to any
implication that there has been no change in the facts set forth
herein since such date. Nothing contained herein shall be deemed to
be a forecast, projection or estimate of the future financial
performance of the Fusion IP Group, the IPG Group or the Enlarged
Group, except where otherwise stated.
No person should construe the contents of this announcement as
legal, tax or financial advice, and recipients of this announcement
should consult with their own advisers as to the matters described
in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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