TIDMIPO TIDMIVO
RNS Number : 3191L
IP Group PLC
18 July 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.
THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION IN RELATION TO THE NEW IP GROUP SHARES EXCEPT ON THE BASIS
OF THE INFORMATION IN THE OFFER DOCUMENT WHICH IS PROPOSED TO BE
PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014.
FOR IMMEDIATE RELEASE
18 July 2017
Improved Offer for Touchstone Innovations plc by IP Group
plc
Support for Improved Offer from Imperial College of Science,
Technology and Medicine ("Imperial College")
1. Introduction
On 20 June 2017, IP Group plc ("IP Group") published an
announcement (the "Firm Offer Announcement") setting out 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"), to be effected by means of a takeover offer under
the City Code on Takeovers and Mergers and within the meaning of
Part 28 of the Companies Act (the "Original Offer"). Terms defined
in the Firm Offer Announcement have the same meaning in this
Announcement, unless the context requires otherwise. Except as
otherwise stated in this Announcement, all of the terms and
conditions of the Original Offer, set out in the Firm Offer
Announcement, remain as announced on 20 June 2017.
2. Improved Offer
IP Group is pleased to announce the terms of its improved offer
(the "Improved Offer") for Touchstone. Under the terms of the
Improved Offer, each Touchstone Shareholder will be entitled to
receive 2.2178 New IP Group Shares for each Touchstone Share (the
"New Exchange Ratio").
Based on the Closing Price of 137 pence per IP Group Share on 17
July 2017 (being the last Business Day prior to the date of this
Announcement), the New Exchange Ratio values each Touchstone Share
at 304 pence.
The New Exchange Ratio will be adjusted:
-- following the issue of 16,500,000 IPG Shares which, subject
to the satisfaction of certain conditions, are to be issued to
Galaxy pursuant to the Galaxy subscription letter. In this case the
New Exchange Ratio would increase to 2.2187.
As noted in IPG's announcement on 8 June 2017 the issue of these
IPG Shares to Galaxy is subject to receipt of foreign exchange and
other regulatory approvals in order to allow for settlement and
admission no later than 8:00 a.m. on 18 August 2017. This
subscription is subject to approvals outside the control of IPG and
Galaxy and there is therefore no certainty of these IPG Shares
being issued. In the event that the outcome of these regulatory
reviews is not known prior to the sooner to occur of Completion or
Day 45, the Exchange Ratio will increase to 2.2187 subject to
further adjustment below. If the relevant permissions for the
Galaxy investment have been declined by Day 45 (and the Offer has
not become or been declared unconditional as to acceptances) then
no adjustment will be made; and
-- if, as a result of an increase in the price of the IPG
Shares, the implied offer value per Touchstone Share were to become
worth more than 330 pence. In such event, the number of New Shares
to be issued per Touchstone Share will be reduced such that the
implied offer value per Touchstone Share remained at 330 pence (the
"New Offer Cap"). Any adjustment to the Exchange Ratio will be
finally determined at Completion and the implied offer value per
Touchstone Share will be 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 Completion Date and will be rounded
to four decimal places. The New Offer Cap is not a no increase
statement and should not be taken to mean that the New Exchange
Ratio or New Offer Cap cannot be increased.
Assuming acceptance of the Improved Offer in full, Touchstone
Shareholders would own approximately 34 per cent. and IP Group
Shareholders would own approximately 66 per cent. of the Combined
Group.
3. Irrevocables and letters of support
IP Group has received a non-binding letter of intent from
Imperial College in favour of the Improved Offer representing
approximately 15.3 per cent of Touchstone's issued share capital.
Following this, IP Group has now received support for the Improved
Offer from holders of Touchstone Shares representing, in aggregate,
89.7 per cent of Touchstone's issued share capital.
Further details of the irrevocable undertakings and letters of
intent are set out at Appendix 1 in this Announcement.
4. Background to and rationale for the Improved Offer
Following the Firm Offer Announcement, IP Group sought to resume
engagement with Touchstone regarding their concerns around value
and people, with the hope of achieving a recommendation. However, a
recommended position with the Touchstone Board was not reached.
IP Group put the Improved Offer directly to Imperial College and
Imperial College has provided a letter of intent in favour of the
Improved Offer which provides further certainty for the
transaction.
We are committed to the proposals made in our Firm Offer
Announcement regarding people and strategy, and hope to welcome the
Touchstone team to the Combined Group.
Alan Aubrey, CEO of IP Group, said: "We welcome Imperial
College's support and remain confident that the enlarged Group will
be well placed to build significant shareholder value as we create
an international leader in IP commercialisation."
The Endowment Board of Imperial College London, said: "Since its
formation, Touchstone has supported scientists and entrepreneurs in
the commercialisation of their ideas. As the founding shareholder
of Touchstone, we value the efforts of the team in creating a
diverse portfolio of businesses based on university intellectual
property. We also recognise that this could not have been achieved
without our largest co-shareholders, Invesco, Woodford and
Lansdowne, and we thank them for their longstanding support.
We value the Touchstone employees and management and welcome the
proposals IP Group has made in that regard. We are supportive of
the strategic rationale of this transaction and appreciate the
increased value for Touchstone's shareholders implied by the New
Exchange Ratio. As a result of these factors, we would be willing
to accept the Improved Offer."
Appendix 2 contains the sources and bases of certain information
used in this Announcement.
Enquiries
IP Group plc
Alan Aubrey, Chief Executive Officer +44 (0) 20 7444 0050
Greg Smith, Chief Financial Officer +44 (0) 20 7444 0070
Liz Vaughan-Adams, Communications +44 (0) 20 7444 0062/+44 (0) 7979 853802
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 will be implemented
solely pursuant to the terms of the terms of the Offer Document
(or, in the event that the Offer is to be implemented by means of a
Scheme, the Scheme Document), which will contain 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 will prepare the Circular to be distributed to IP Group
Shareholders and will also publish the Offer Document containing
information on the New IP Group Shares and the Combined Group. IP
Group urges Touchstone Shareholders to read the Offer Document
carefully when it becomes available because it will contain
important information in relation to the Offer, the New IP Group
Shares and the Combined Group.
IP Group urges IP Group Shareholders to read the Circular
carefully when it becomes available. Any vote in respect of
resolutions to be proposed at the IP Group General Meeting to
approve the Offer, or related matters, should be made only on the
basis of the information contained in the Circular.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Information Relating to Touchstone Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Touchstone Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Touchstone may be provided to IP Group during
the Offer Period as required under Section 4 of Appendix 4 of the
City Code.
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 IP Group 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 IP Group 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
N.M. Rothschild & Sons Limited ("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.
Cautionary Note Regarding Forward-Looking Statements
This Announcement (including any information incorporated by
reference into this Announcement), oral statements regarding the
Offer and other information published by IP Group and/or Touchstone
contain certain forward-looking statements with respect to the
financial condition, strategies, objectives, results of operations
and businesses of IP Group and/or Touchstone and their respective
groups and certain plans and objectives with respect to the
Combined Group. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current
facts. Forward-looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations
and projections of the management of IP Group and/or Touchstone
about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this
Announcement include statements relating to the expected effects of
the Offer on IP Group and/or Touchstone, the expected timing and
scope of the Offer and other statements other than historical
facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by
IP Group, and/or Touchstone in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
readers are therefore cautioned not to place undue reliance on
these forward-looking statements.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. For a discussion of
important factors which could cause actual results to differ from
forward-looking statements in relation to the IP Group Companies or
the Touchstone Group, please refer to the annual report and
accounts of IP Group for the financial year ended 31 December 2016,
the interim accounts of IP Group for the six months ended 30 June
2017 and the annual report and accounts of the Touchstone Group for
the financial year ended 31 July 2016 and the interim accounts of
the Touchstone Group for the six months ended 31 January 2017,
respectively.
Each forward-looking statement speaks only as at the date of
this Announcement. Neither IP Group nor any IP Group Company
assumes any obligation to update or correct the information
contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law.
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.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share or dividend per share for IP Group, Touchstone
or the Combined Group, as appropriate, for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share or dividend per shared for
IP Group, Touchstone or the Combined Group as appropriate.
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.
Publication on Website and Availability of Hard Copies
A copy of this Announcement and the documents required to be
published pursuant to Rule 26 of the City Code 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.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly 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.
APPENDIX 1
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Name of Touchstone Number of Touchstone Percentage of
shareholder Shares over which Touchstone issued
undertaking is share capital
given as at 31 January
2017
Woodford Investment
Management Ltd 16,120,413 10.0000
Invesco Asset Management
Ltd 16,120,000 9.9997
Lansdowne Developed
Markets Master
Fund Limited 16,120,000 9.9997
Total 48,360,413 29.9995
Name of Touchstone Number of Touchstone Percentage of
shareholder Shares over which Touchstone issued
letter of intent share capital
is given as at 31 January
2017
Woodford Investment
Management Ltd 20,636,738 12.8016
Invesco Asset Management
Ltd 46,750,000 29.0005
Lansdowne Developed
Markets Master
Fund Limited 4,082,542 2.5325
Imperial College
of Science, Technology
and Medicine 24,742,500 15.3486
Total 96,211,780 59.6832
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
1. The value of the Improved Offer is calculated:
a. by reference to the price of 137 pence per IP Group Share,
being the Closing Price on 17 July 2017, the last Business Day
prior to this Announcement; and
b. by reference to the New Exchange Ratio of 2.2178 New IP Group
Shares in exchange for each Touchstone Share.
2. Unless otherwise stated, references to the existing issued
share capital of IP Group are to the number of IP Group Shares in
issue as at 17 July 2017, being the last Business Day prior to the
date of this Announcement, which was 696,727,321 IP Group Shares.
The international securities identification number for the IP Group
Shares is GB00B128J450.
3. References to the existing issued share capital of Touchstone
are to the number of Touchstone Shares in issue as at 31 January
2017 and taken from Touchstone's results for the six months ended
31 January 2017, published on 31 March 2017, which was 161,204,124
Touchstone Shares. The international securities identification
number for the Touchstone Shares is GB00B170L953.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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