Ip Group Regulatory News (IPO)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR DOCUMENT EQUIVALENT TO A PROSPECTUS, IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION AND THE SECURITIES DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

19 July 2017

IP Group plc

("IP Group" or the "Company")

Publication of Prospectus and Circular and Notice of General Meeting

Further to the offer for Touchstone Innovations plc announced on 20 June 2017 and the terms of the improved offer announced on 18 July 2017 (the "Offer"), IP Group announces that a circular and a prospectus relating to the Offer (the "Circular" and the "Prospectus") were approved by the UK Listing Authority yesterday.

The following documents were posted to Shareholders yesterday:

1. the Circular, including the Notice of General Meeting of the Company to be held at the office of the Company at The Walbrook Building, 25 Walbrook, London, EC4N 8AF at 11.00 a.m. on 10 August 2017; and

2. the Form of Proxy for use at the General Meeting.

The Circular and the Prospectus are available on the investor relations section of the Company's website www.ipgroupplc.com/investor-relations. Copies of the Circular and the Prospectus will be available from the registered office of the Company at The Walbrook Building, 25 Walbrook, London, EC4N 8AF and at the offices of Pinsent Masons LLP, 30 Crown Place, London EC2A 4ES, during usual business hours on any day (except Saturdays, Sundays and public holidays) from the date of publication until Admission. Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Circular.

A copy of the Prospectus will also be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do.

Enquiries:

IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Offer. Investors should not subscribe for or purchase any shares in IP Group except on the basis of the information contained in the Prospectus or which is incorporated by reference into the Prospectus. The Prospectus will be made available on the investor relations section of the Company's website (www.ipgroupplc.com/investor-relations) and will be available for inspection at: http://www.hemscott.com/nsm.do.

This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.

The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa or in any jurisdiction where to do so would breach any applicable law. IP Group shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws. No public offer of IP Group shares is being made by virtue of this announcement into Australia, Canada, Japan, New Zealand, the Republic of South Africa or the United States or any other jurisdiction outside the United Kingdom in which such offer would be lawful. No action has been or will be taken by the Company, Numis Securities limited ("Numis"), N.M. Rothschild & Sons Limited ("Rothschild") or any other person to permit a public offering or distribution of this announcement or any other offering or publicity materials or IP Group shares in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

This announcement is not for publication or 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.

This announcement has been issued by and is the sole responsibility of the Company.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for IP Group plc and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than IP Group plc for providing the protections afforded to clients of Numis, or for providing advice in relation to the contents of this announcement or any matters referred to herein. Numis is not responsible for the contents of this announcement. Numis has given and not withdrawn its written consent to the issue of this announcement with the inclusion of the reference to its name in the form and context in which it is included.

Rothschild, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for IP Group Plc and no-one else in connection with the contents of this announcement and will not be responsible to anyone other than IP Group Plc for providing the protections afforded to clients of Rothschild nor for providing advice in connection with the contents of this announcement or any matters referred to herein. Rothschild is not responsible for the contents of this announcement.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom 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 and regulations of any jurisdiction outside of the United Kingdom.