Ip Group Regulatory News (IPO)

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 September 2017

Update on Offer for Touchstone Innovations plc

Extension of the Offer to 1.00 p.m. on 6 October 2017

Acceptances and statements of support in aggregate in excess of 96%

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.

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 6 October 2017

IPG announces that the Offer is being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. on 6 October 2017 (the "Second Closing Date"). 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 in excess of 96%

As at 1.00 p.m. on 15 September 2017, being the First Closing Date of the Offer, IPG had received valid acceptances in respect of a total of 84,057,365 Touchstone Shares, representing approximately 52.1434 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, which is presumed by the Panel to be acting in concert with IPG; and

· 67,937,365 Touchstone Shares (representing approximately 42.1437 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 First Closing Date.

Accordingly, IPG has now received support for the Offer from holders of Touchstone Shares representing, in aggregate, 96.4925 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 15 September 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 15 September 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 6 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 6 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

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 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.