Imperial Innovations Group Regulatory News (IVO)

Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which the same would be unlawful.

23 June 2014

Imperial Innovations Group plc

Placing to raise £150 million

Imperial Innovations Group plc (AIM: IVO, "the Company" or "Innovations") today announces the launch of a placing of 37,500,000 ordinary shares (the "New Shares") at 400 pence per New Share ("the Placing").

In addition, Imperial College of Science, Technology and Medicine (the "College" or "Imperial College London") will be selling 2,564,650 ordinary shares in the Company (the "Sale Shares" and together with the New Shares the "Placing Shares") at 400 pence per Sale Share. This will reduce the College's shareholding from 30.2% of the existing share capital, to 20.0% of the enlarged share capital of the Company.

In total, 40,064,650 of the Company's ordinary shares will be placed (the "Placing") and the Placing will be conducted by way of a non-pre-emptive placing to existing and new institutional investors.

Highlights

· The Placing will raise £150 million (before expenses) for Innovations.

· Imperial College London is selling 2,564,650 shares at 400 pence per share.

· Three existing shareholders have agreed to acquire in aggregate 32,564,650 Placing Shares and have agreed to acquire conditionally in aggregate 7,500,000 further Placing Shares, which will be available to new and other existing shareholders via a clawback mechanism.

· Innovations proposes to use the additional funds received by it under the Placing:

o to continue the Group's support of its portfolio companies;

o to source investment opportunities in new technologies using the Group's extensive network of academics, entrepreneurs, management teams and co-investors; and

o for general corporate purposes.

The Placing is being conducted by J.P. Morgan Cazenove and Cenkos Securities plc.

It is expected that the New Shares will be admitted to trading on AIM ("Admission") and that dealings in the New Shares will commence at 8.00 a.m. on 26 June 2014.

Martin Knight, Chairman of Innovations, said:

"The strengthening of our balance sheet will greatly enhance our ability to attract high quality investment opportunities. It will also improve our ability to support our portfolio companies from inception until maturity, as illustrated by the recent successful IPO of Circassia Pharmaceuticals. By doing so, we will be able to take full advantage of the benefits of our long-term investment horizons and patient capital approach."

"We have identified opportunities to increase the capital deployed in a number of our leading portfolio companies which, in aggregate, are seeking to raise over £100 million from investors over the next 12 months."

Details of the Placing

The Placing is being conducted through an accelerated bookbuild process to be carried out by J.P. Morgan Securities plc ("J.P. Morgan Cazenove") and Cenkos Securities plc ("Cenkos" and together with J.P. Morgan Cazenove the "Joint Bookrunners") each of which is acting as joint bookrunner in relation to the Placing.

Invesco Asset Management Limited (acting as agent for and on behalf of its discretionary managed clients) ("Invesco"), Lansdowne Developed Markets Master Fund Limited ("Lansdowne") and Woodford Investment Management LLP (acting as agent for and on behalf of its discretionary managed clients) (collectively the "Initial Placees") have entered into binding placing letters (the "Initial Placing Letters") to acquire 15,000,000, 5,137,500 and 12,427,150 Placing Shares, respectively and Woodford IM has agreed to acquire conditionally a further 7,500,000 Placing Shares, which will be available to satisfy demand from new and other existing shareholders (the "Clawback Placees") procured through the accelerated bookbuild process (the "Clawback Placing").

The book will open with immediate effect. The book is expected to close no later than 4.30 p.m. today, but may be closed earlier or later at the sole discretion of the Company and the Joint Bookrunners. The allocations will be agreed by the Joint Bookrunners (after consultation with the Company) at the close of the bookbuild process. The results of the Placing will be announced as soon as practicable thereafter.

The New Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the New Shares.

Application will be made to the London Stock Exchange for the New Shares to be admitted to the AIM market operated by the London Stock Exchange ("AIM"). It is expected that Admission will become effective at 8.00 a.m. on 26 June 2014.

The Company and the College have given undertakings that, subject to certain exceptions, they will not issue or sell any ordinary shares in the Company for a period of 180 days from the date of Admission, without prior consent of J.P. Morgan Cazenove and Cenkos.

The arrangements for the placing of Placing Shares, firm and conditional, with Invesco and Lansdowne, each of whom hold over 10% of the issued share capital of Innovations, are related party transactions for the purposes of the AIM Rules for Companies.

Innovations' directors consider, having consulted with the Company's nominated adviser J.P. Morgan Cazenove, that the terms of these related party transactions are fair and reasonable insofar as the Company's shareholders are concerned.

The Placing is subject to certain customary conditions which are set out in the Placing Agreement. Further detail on the terms and conditions of the Placing are set out in Appendix 1.

Background to the Group

Innovations is a technology commercialisation company that combines the activities of technology transfer, intellectual property licensing and protection, company incubation, and investment. Innovations is involved in the commercialisation of promising opportunities from a broad range of technology sectors, but has built particular expertise in the key sectors of therapeutics, medtech, engineering and materials, and information communications technology. The Group supports scientists and entrepreneurs in the commercialisation of their ideas and intellectual property through:

• protecting the intellectual property and licensing it to third parties for commercialisation;

• in appropriate cases, leading the formation of new companies to commercialise the intellectual property and be the corporate vehicle through which the business is developed and conducted;

• providing office and laboratory facilities in the early stages;

• providing investment and facilitating co-investment to accelerate development;

• providing operational expertise; and

• helping to recruit high-calibre executive management and board members for its Portfolio Companies.

The Group also runs the Imperial Incubator that is the initial home for many of its Portfolio Companies.

Imperial Innovations Limited was established in 1986 by Imperial College London to protect and exploit commercial opportunities arising from its research base. Since then, the Group has had the early opportunity to identify and assess the commercial potential of the research emanating from Imperial College London and, in 2005, this was formalised under a technology pipeline agreement entered into between Imperial Innovations Limited and the College (the "Technology Pipeline Agreement"). Subject to certain exceptions, the Technology Pipeline Agreement gives Imperial Innovations Limited exclusive access to world-class research in ground-breaking technology and the right during the term of the Technology Pipeline Agreement to take assignment of unencumbered intellectual property developed during the term of the Technology Pipeline Agreement (which expires in 2020) within Imperial College London's research departments.

The Group also invests in opportunities associated with the University of Cambridge, the University of Oxford and University College London, in addition to those arising from Imperial College London. These are the top four research intensive universities in Europe (source: QS World University Rankings) with a combined research income of over £1.4 billion per annum.

The Group also acts as the technology transfer office (i.e. the body responsible for identifying knowledge that has potential commercial interest) for several NHS Trusts, including Imperial College Healthcare NHS Trust, Royal Brompton & Harefield NHS Foundation Trust and North West London Hospitals NHS Trust.

As at today, the Group had equity holdings in 96 companies (the "Portfolio Companies"). Of these, 36 were classified by the Directors as "accelerated growth" companies. The Group typically classifies companies that the Directors believe have the potential to generate significant value, with differentiated and protectable intellectual property, as "accelerated growth" companies. The Group takes an active management role in these companies.

As at the same date, the Group had holdings in what the Directors classify as 34 "lighter touch" companies. The Group typically classifies those companies that have been funded from operating revenues and/or grant funding and which have developed incremental improvements in technology with relatively small or uncertain target markets as "lighter touch" companies. The Group provides support to such companies to promote organic growth and revenue generation.

Also as at the same date, the Group had holdings in what the Directors classify as 26 "low involvement" companies. The Group typically classifies companies that hold technology which needs to undergo development and industrial productionisation prior to commercialisation as "low involvement" companies. The Group does not tend to make further investments in companies that are classified as "low involvement" companies.

In the financial year ended 31 July 2013, the Group invested £22.2 million in 28 Portfolio Companies and made investments in six new Portfolio Companies: two based on intellectual property developed at, or associated with, Imperial College London, two associated with the University of Cambridge, and one each associated with the University of Oxford and University College London. In the six months ended 31 January 2014, the Group made £17.8 million of investments to fund 17 Portfolio Companies (both new and existing) and added seven new companies to its portfolio: four new investments plus three spin-outs from Imperial College London.

In recent years, the Group has also sought to expand its licensing portfolio in order to create a significant and sustainable future revenue stream from milestone payments and royalties.

Recent events upon which the Group has recognised fair value gains on its holdings in Portfolio Companies have included: (a) the initial public offering of Circassia Pharmaceuticals plc, which listed its shares on the London Stock Exchange's Main Market (the "Main Market") in March 2014 having raised £200 million in what the Directors believe to be the biggest ever biotech fundraising upon an initial public offering in the UK; (b) following the admission to trading of Oxford Immunotec Global plc ("Oxford Immunotec") on NASDAQ in November 2013 (which raised US$64.1 million for Oxford Immunotec), increases in Oxford Immunotec's share price in the secondary market, which have generated a fair value gain for the Group in the six-month period ended 31 January 2014; (c) the Group's disposal in 2010 of its interests in Respivert Limited, a small molecule drug discovery company, which resulted in the Group realising a £9.5 million return on its £2 million investment; and (d) the Group's sale in 2008 of its interest in obesity drug developer Thiakis Limited to Wyeth, now part of Pfizer.

The Company has an experienced board comprising the Chairman, the Chief Executive Officer, the Chief Investment Officer, the Managing Director - Technology Transfer and six additional Non-Executive Directors, who between them have considerable commercial, investment and financial experience with a particular focus on investment in high potential/growth technology companies.

The Company also has an experienced and motivated management team with strengths across its key areas of technology transfer, intellectual property licensing and protection, company incubation, and investment.

The Group operates from premises near the main Imperial College London campus in South Kensington, London as well as from offices on the Babraham Research Campus in Cambridge.

In this announcement, the "Group" means Innovations together with its subsidiaries.

Current trading

During the period from 31 January 2014 to today, the Group's revenues and costs have been broadly consistent with prior periods. In March 2014, Circassia Pharmaceuticals plc's shares were admitted to trading on the Main Market and this generated a post-period-end unrealised fair value gain to the Group of £8.2 million.

Reasons for the Placing and proposed use of proceeds

Following Innovations' 2011 fundraising, the Group has invested significant sums at later stages of its Portfolio Companies' development. This allows the Group to deploy significant amounts of capital in assets that are well known to the Group. The Directors believe that this strategy has resulted in successes to date and further believe that the Placing could help Innovations to build upon that success in the future.

The Board believes that strengthening the Group's balance sheet through the Placing will further increase the Group's prominence as a leading investor in the sector, and its ability to attract high quality opportunities by demonstrating its ability to support Portfolio Companies from inception until their full development.

The Group is engaged with existing and prospective Portfolio Companies with total funding requirements over the next 12 months in excess of £100 million. Accordingly, Innovations proposes to use the net proceeds receivable by it under the Placing:

● to continue to support the Group's existing Portfolio Companies, where appropriate, by maintaining or increasing its stake in these companies through their future funding requirements;

● to source investment opportunities in new technologies using the Group's extensive network of academics, entrepreneurs, management teams and co-investors; and

● for general corporate purposes.

Innovations will keep under review the possibility of transferring from AIM to the premium segment of the Official List and to trading on the Main Market and it is an objective of the Board to do so, but only when conditions and circumstances indicate that it is appropriate, especially taking into account the requirement to maintain at least 25 per cent of Innovations' issued share capital in public hands.

Details of the Placing

Appendix 1 to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Clawback Placing and Appendix 2 to this Announcement (which forms part of this Announcement) sets out certain risk factors relevant to investing in the Company. By choosing to participate in the Clawback Placing, Clawback Placees will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making an offer on the terms and conditions set out in Appendix 1 and providing the representations, warranties, acknowledgements and undertakings contained in Appendix 1.

 Enquiries:

IMPORTANT NOTICE:

This announcement is not an offer of securities for sale or the solicitation of an offer to buy the securities discussed herein in the United States, Australia, Canada, Japan or in any jurisdiction in which such offer or solicitation is unlawful. No securities may be offered or sold in the United States unless the securities are registered under the Securities Act of 1933, as amended, or an exemption from registration requirements is available. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. Imperial Innovations Group plc has not and does not intend to register any securities in the United States, Australia, Canada or Japan. There will be no public offer of the securities in the United States or elsewhere. Copies of this announcement are not being, and should not be, distributed, published or transmitted into the United States.

This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or in any jurisdiction or in any jurisdiction in which such publication or distribution is unlawful. The distribution of this announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken or will be taken by the Company, the Joint Bookrunners, or any of their respective affiliates or agents, which would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action. Persons into whose possession this announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

Members of the public are not eligible to take part in the Placing. This announcement (including the appendices) and the terms and conditions set out herein are only directed at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments. This announcement, insofar as it constitutes an invitation or an inducement to participate in the Placing or otherwise, is directed only at (i) persons outside the United Kingdom and (ii) persons falling within Article 19(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") who have professional experience in matters relating to investments, and/or (iii) high net worth companies, unincorporated associations and other bodies and persons to whom it may otherwise lawfully be communicated in accordance with Article 49(2) of the Order, provided that in the case of persons falling into categories (ii) or (iii), this communication is only directed at persons who are also "qualified investors" as defined in Directive 2003/71/EC (as amended) (the "Prospectus Directive") (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by any person who is not a relevant person. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

J.P. Morgan Cazenove is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). J.P. Morgan Cazenove is the Company's Nominated Adviser and has been appointed as Joint Bookrunner. J.P. Morgan Cazenove is acting exclusively for the Company and the College and no one else in relation to the Placing and will not regard any person other than the Company and the College (whether or not a recipient of this announcement) as its client in relation to the Placing and will not be responsible to anyone other than the Company and the College for providing the protections afforded to its clients or for giving advice in relation to the Placing or any transaction, arrangement or other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove by the FSMA or the regulatory regime established thereunder or other applicable law, J.P. Morgan Cazenove assumes no responsibility for the accuracy, completeness or verification of this announcement or any related statement.

Cenkos is authorised and regulated in the United Kingdom by the FCA for the conduct of its investment business. Cenkos has been appointed as Joint Bookrunner. Cenkos is acting exclusively for the Company and the College and no one else in relation to the Placing and will not regard any person other than the Company and the College (whether or not a recipient of this announcement) as its client in relation to the Placing and will not be responsible to anyone other than the Company and the College for providing the protections afforded to its clients or for giving advice in relation to the Placing or any transaction, arrangement or other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Cenkos by the FSMA or the regulatory regime established thereunder or other applicable law, Cenkos assumes no responsibility for the accuracy, completeness or verification of this announcement or any related statement.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", "expects", "intends", "may", "will", "would" or "should", or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding Innovations' intentions, beliefs or current expectations concerning, among other things, Innovations' results of operations, financial condition, prospects, growth strategies and the industries in which it operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position, Innovations' earnings, financial position, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

Subject to the Company's regulatory obligations, it is not under any obligation to update publicly or revise any forward looking-statement whether as a result of new information, future events or otherwise. None of the statements made in this announcement in any way obviates the requirements of Innovations' to comply with its regulatory obligations.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.

Neither the Company nor the Joint Bookrunners make any representation to any offeree, subscriber or purchaser regarding an investment in the securities referred to in this announcement under the laws applicable to such offeree, subscriber or purchaser. Each investor should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.

No prospectus (for the purposes of the Prospectus Directive) will be published in relation to the Placing. This announcement does not constitute a recommendation regarding any securities.

The contents of Innovations' website do not form part of this announcement.

By participating in the Placing, Clawback Placees will be deemed to have read and understood and this announcement in its entirety, and to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in this announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained therein.

APPENDIX 1 - TERMS AND CONDITIONS OF THE CLAWBACK PLACING

1. THE CLAWBACK PLACING

A summary of the arrangements relating to the Clawback Placing and the formal terms and conditions of the Clawback Placing are set out below. The attention of those persons invited to participate is drawn to paragraph 4 of this Appendix 1 (Information on the Clawback Placing) which gives details of the procedure for application and payment for the Placing Shares by the Clawback Placees.

The Placing Shares are in registered form and can be held in certificated form or uncertificated form in CREST. Accordingly, no further application for admission to CREST is required for the New Shares as the New Shares will be issued under the current ISIN and will rank pari passu. The aggregate number of Placing Shares to be placed to the Clawback Placees will not exceed 7,500,000.

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. It is expected that Admission will take place and that dealings in the New Shares will commence at 8.00 a.m. (BST) on 26 June 2014.

2. PARTICIPATION IN THE CLAWBACK PLACING

Participation in the Clawback Placing will only be available to persons who are invited to subscribe for or purchase Placing Shares and who may lawfully be, and are, invited to participate. The number of Placing Shares to be issued or transferred pursuant to the Clawback Placing will be agreed between the Joint Bookrunners and the Company following completion of the bookbuild but in any event will be no more than 7,500,000. Each Clawback Placee will be required to pay 400 pence in respect of each Placing Share issued or transferred to it.

Any Clawback Placee who participates in the Clawback Placing in accordance with the procedures set out in this Appendix 1 will be deemed to make the representations and warranties contained in paragraph 4 of this Appendix (Procedure for Application and Payment).

3. CONDITIONS AND FURTHER TERMS OF THE PLACING

The Placing is conditional, amongst other things, upon the following:

· Admission becoming effective by not later than 8.00 a.m. (BST) on 26 June 2014 (or such later time and date as the Joint Bookrunners may agree being not later than 30 June 2014);

· the Placing Agreement not lapsing or being terminated in accordance with its terms; and

· the Initial Placing Letters being in full force and effect and remaining binding on the Initial Placees.

If (i) any of the conditions contained in the Placing Agreement are not fulfilled or waived by the Joint Bookrunners by 8.00 a.m. (BST) on the date of Admission, (ii) any such condition becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing in relation to the Placing Shares will lapse and the Clawback Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Clawback Placee agrees that no claim can be made by the Clawback Placee in respect thereof.

J.P. Morgan Cazenove may at its discretion (having consulted with Cenkos), waive compliance by the Company and/or the College with the whole or any part of any of the Company's and/or the College's obligations in relation to the conditions in the Placing Agreement, save that the condition in relation to Admission may not be waived. Any such extension or waiver will not affect the Clawback Placees' commitments as set out in this document.

J.P. Morgan Cazenove is entitled, after consultation with Cenkos, at any time before Admission, to terminate the Placing Agreement in accordance with its terms, including in the event that any of the conditions to the Placing Agreement have not been satisfied or waived and shall have no obligation to consult with or notify the Clawback Placees and shall have no responsibility or liability to the Clawback Placees in relation to the exercise of such discretion. By participating in the Clawback Placing, Clawback Placees agree that the Joint Bookrunners have absolute discretion as to the enforcement of (i) any obligations, undertakings, representations and warranties of the Company and/or the College in the Placing Agreement and (ii) the making of any amendments thereto, and that the Joint Bookrunners shall have no obligation to consult with or notify the Clawback Placees and shall have no responsibility or liability to the Clawback Placees in relation to the exercise of such discretion.

4. PROCEDURE FOR APPLICATION AND PAYMENT

To participate in the Clawback Placing, prospective Clawback Placees will be invited to communicate their offer by telephone to their usual sales contact at Cenkos or J.P. Morgan Cazenove, unless otherwise instructed. Each offer should state the number of Placing Shares which the prospective Clawback Placee wishes to acquire at the placing price of 400 pence per Placing Share. An offer in the Clawback Placing will be made on the terms and subject to the conditions in this announcement and will be legally binding on the prospective Clawback Placee on behalf of which it is made and will not be capable of variation or revocation after the time at which it is submitted. Each Clawback Placee will have an immediate, separate, irrevocable and binding obligation to pay in cleared funds a sterling amount equal to the product of 400 pence and the number of Placing Shares such Clawback Placee has agreed to acquire and the Company has agreed to allot and/or the College has agreed to transfer.

The bookbuild is expected to close no later than 4.30 p.m. (BST) on 23 June 2014 but may be closed earlier or later as agreed between the Company and the Joint Bookrunners. The Company and the Joint Bookrunners reserve the right to reduce the amount to be raised pursuant to the Clawback Placing, in their absolute discretion. All obligations under the Clawback Placing will be subject to the conditions referred to above.

By participating in the Clawback Placing, each Clawback Placee (and any person acting on such Clawback Placee's behalf) represents and warrants that:

a) its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

b) the exercise by J.P. Morgan Cazenove of any right or discretion under the Placing Agreement shall, subject to J.P. Morgan Cazenove's obligation to consult with Cenkos, be within the absolute discretion of J.P. Morgan Cazenove. J.P. Morgan Cazenove need not have any reference to Clawback Placees and shall have no liability to Clawback Placees whatsoever in connection with any decision to exercise or not to exercise any such right and each Clawback Placee agrees that it has no rights against J.P. Morgan Cazenove , Cenkos or the Company, or any of their respective directors and employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999 or otherwise;

c) any decision by it to subscribe for or purchase (as the case may be) Placing Shares is based solely on the information and statements contained in this announcement and not on any other information, statements or representations (including, without limitation, any presentations made to Clawback Placees by the Company, Cenkos or JPMC prior to the date of this announcement). Each Clawback Placee agrees that the Company and its officers, directors or employees will not have any liability for any such other information or representation, except in the case of fraud. Each Clawback Placee acknowledges that this announcement has been issued by, and is the sole responsibility of, the Company. Each Clawback Placee agrees that no representation or warranty, express or implied, is or will be made by, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Cazenove or Cenkos or by any of their respective affiliates or agents or by any adviser to the Company or by any of their respective affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore is expressly disclaimed.

d) neither it nor, as the case may be, its clients expect J.P. Morgan Cazenove or Cenkos to have any duties or responsibilities to Clawback Placees similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that neither J.P. Morgan Cazenove nor Cenkos is acting for Clawback Placees or clients of the Clawback Placees, and or will be responsible for providing protections afforded to customers or to Clawback Placees;

e) it is not a national or resident of the United States, Canada, Australia, or Japan or a corporation, partnership or other entity organised under the laws of the United States, Canada, Australia or Japan and that it will not offer, sell, renounce, transfer or deliver directly or indirectly any of the Placing Shares in the United States, Canada, Australia or Japan or to or for the benefit of any person resident in the United States, Canada, Australia or Japan and it acknowledges that the Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and the relevant exemptions are not being obtained from the Securities Commission of any province of Canada and that the same are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in, or to or for the benefit of any person resident in, the United States, Canada, Australia or Japan;

f) it is entitled to subscribe for or purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company, J.P. Morgan Cazenove or Cenkos or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or such Clawback Placee's acceptance and that such Clawback Placee's commitment under this agreement constitutes a valid and binding obligation on it;

g) it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or acquire the Placing Shares and to perform its subscription and/or acquisition obligations;

h) it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing the Placing Shares for investment only and not with a view to resale or distribution;

i) it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in the Company's ordinary shares in accordance with the Companies Act 2006 and Chapter 5 of the Disclosure and Transparency Rules of the FCA;

j) it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

k) no instrument under which it acquires Placing Shares (whether as principal, agent or nominee) will be subject to stamp duty or SDRT at the increased rates referred to in sections 67 or 93 (Depository Receipts) or section 70 or 96 (Clearance Services) of the Finance Act 1986;

l) it irrevocably appoints any director or other duly authorised person of Cenkos or J.P. Morgan Cazenove as its agent for the purpose of executing and delivery to the Company and/or its registrars any documents on such Clawback Placee's behalf necessary to enable it to be registered as the holder of the Placing Shares allocated to it;

m) it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in participating in the Placing and it understands that the Company is not making any recommendations to or advising Clawback Placees regarding the suitability or merits of any transaction they may enter into in connection with the Placing;

n) it has received this announcement and all such information as it deems necessary to make an investment decision in relation to the Placing Shares;

o) it acknowledges and agrees that the Placing Shares are being offered and sold to Clawback Placees pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. Each Clawback Placee acknowledges that, subject to certain exceptions, the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed, directly or indirectly, within the United States or for the account or benefit of US Persons as defined in Rule 902 of Regulation S under the Securities Act;

p) it was outside of the United States during any offer or sale of the Placing Shares to it, it is acquiring the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act) and the Placing Shares were not offered to it by means of "directed selling efforts" (within the meaning of Regulation S under the Securities Act);

q) it understands and agrees that if in the future it decides to dispose of any of the Placing Shares, it may do so only in compliance with the Securities Act and applicable state securities laws and the securities laws of any other relevant jurisdiction, as then in effect;

r) it is subscribing for or purchasing (as the case may be) the Placing Shares for its own account (or for the account of its affiliates of funds managed by it or its affiliates with respect to which it has investment discretion), not with a view to, or for resale in connection with, the distribution thereof or the distribution of the Placing Shares into the United States. Each Clawback Placee represents and warrants that, if it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire Placing Shares on their behalf;

s) it is not a person who has a registered address in, or are a resident, citizen or national of, a country or countries, in which it is unlawful to make or accept an offer to subscribe for or purchase (as the case may be) Placing Shares;

t) it has independently, without reliance upon any other party and based on such information it has deemed appropriate in its independent judgment, made its own analysis and decision with respect to its investment in the Placing Shares;

u) it is a sophisticated investor with knowledge and experience in financial and business matters, including but not limited to sale and purchases of securities, as to be capable of evaluating the merits and risks of the Placing Shares;

v) it has made its own independent investigation and appraisal of the business, results, financial condition, prospects, creditworthiness, status and affairs of the Company and it has made its own investment decision to acquire the Placing Shares;

w) it is a person who is a qualified investor (as such term is defined in the Prospectus Directive);

x) it is a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order or paragraph 2 (a) to (d) of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order;

y) it is aware of, has complied with and will continue to comply with any obligations it has under the Criminal Justice Act 1993, section 118 of the FSMA and the Proceeds of Crime Act 2002 to the extent applicable to it. Each Clawback Placee is also aware of its obligations in connection with money laundering under the Proceeds of Crime Act 2002 and has complied with the Money Laundering Regulations 1993, 2003 and 2007 and if it is making payment on behalf of a third party it has obtained and recorded satisfactory evidence to verify the identity of the third party as required by relevant law and regulations;

z) it will not make any offer to the public of those Placing Shares to be subscribed or acquired by it for the purposes of the Prospectus Rules issued by the FCA with effect from 1 July 2005 pursuant to Commission Regulation (EC) No. 809/2004;

aa) it will not distribute this announcement or any other document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts for investment purposes only;

bb) any contract which may be, entered into between it, J.P. Morgan Cazenove and Cenkos (on their own behalf and as agents for the Company and the College) pursuant to the Placing shall be governed by and construed in accordance with the laws of England and that it irrevocably submits to the exclusive jurisdiction of the English Courts as regards any claim, dispute or matter arising out of such contract or otherwise in connection with the Placing;

cc) all documents will be sent at the Clawback Placee's risk. They may be sent by post to such Clawback Placee at an address notified to J.P. Morgan Cazenove and Cenkos; and

dd) its confirmations, representations, warranties and undertakings are required in connection with compliance in respect of securities laws and that Cenkos, J.P. Morgan Cazenove, the Company and others will rely on its confirmations, representations, warranties and undertakings set forth herein, and it agrees to notify Cenkos or J.P. Morgan Cazenove promptly in writing if any of its confirmations, representations, warranties or undertakings herein cease to be accurate or complete.

5. ADMISSION, SETTLEMENT AND DEALINGS

The result of the Placing is expected to be announced on or around the date of this document. Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on the AIM. It is expected that Admission will become effective and that dealings in the New Shares, fully paid, will commence at 8.00 a.m. (BST) on 26 June 2014.

Each Clawback Placee allocated Placing Shares in the Clawback Placing will be sent a trade confirmation, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Clawback Placee and settlement instructions. Each Clawback Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions.

6. TIMES AND DATES

The Company shall, with the agreement of the Joint Bookrunners, be entitled to amend the commencement date of the Clawback Placing or amend or extend the latest date for acceptance of offers under the Clawback Placing and all related dates set out in this document and in such circumstances will notify AIM and make an announcement on a Regulatory Information Service approved by the FCA.

APPENDIX 2 - RISK FACTORS

ANY INVESTMENT IN THE PLACING SHARES IS SUBJECT TO A NUMBER OF RISKS. PRIOR TO INVESTING IN THE ORDINARY SHARES, PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FACTORS AND RISKS ASSOCIATED WITH ANY SUCH INVESTMENT IN THE ORDINARY SHARES, THE GROUP'S BUSINESS AND THE INDUSTRY IN WHICH IT OPERATES. THE FOLLOWING FACTORS DO NOT PURPORT TO BE AN EXHAUSTIVE LIST OR EXPLANATION OF ALL THE RISK FACTORS INVOLVED IN INVESTING IN THE PLACING SHARES. THE ORDER IN WHICH RISKS ARE PRESENTED IS NOT NECESSARILY AN INDICATION OF THE LIKELIHOOD OF THE RISKS ACTUALLY MATERIALISING, OF THE POTENTIAL SIGNIFICANCE OF THE RISKS OR OF THE SCOPE OF ANY POTENTIAL HARM TO THE GROUP'S BUSINESS, PROSPECTS, RESULTS OF OPERATION AND FINANCIAL POSITION. ADDITIONAL RISKS AND UNCERTAINTIES RELATING TO THE GROUP THAT ARE NOT CURRENTLY KNOWN TO THE GROUP, OR THAT THE GROUP CURRENTLY DEEMS IMMATERIAL, MAY INDIVIDUALLY OR CUMULATIVELY ALSO HAVE A MATERIAL ADVERSE EFFECT ON THE GROUP'S BUSINESS, PROSPECTS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND, IF ANY SUCH RISK SHOULD OCCUR, THE PRICE OF THE ORDINARY SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT.

• The majority of the Group's investments will be made at an early stage of a Portfolio Company's development when the Portfolio Company's technology is materially unproven. Such investments are subject to the following risks typically associated with early stage investments: (a) early stage Portfolio Companies may not be able to secure subsequent rounds of funding which may restrict their ability to fund ongoing research and the development and commercialisation of their intellectual property; (b) the technology developed by any Portfolio Company may fail and/or the Portfolio Companies may not be able to develop their intellectual property into commercially viable products or technologies or into products which offer sufficiently compelling benefits to customers; (c) competing technologies may enter the market which may adversely affect the Portfolio Companies' ability to commercialise their intellectual property or the Portfolio Companies may not be able to adequately protect their intellectual property or patent applications made by the Portfolio Companies may not proceed through to grant; (d) Portfolio Companies may not be able to attract and/or retain appropriately skilled personnel; (e) Portfolio Companies may not generate any, or any significant, returns for their shareholders; and (f) the Group may not be able to secure a profitable exit from its investment in any or all of the Portfolio Companies and/or it may take time to realise investments and Portfolio Companies may not grow within the timescales envisaged by the Group. The occurrence of any of these risks or a combination of these risks may have a material adverse effect on the development and value of a Portfolio Company and, consequently, on the business, financial condition, results of operations and prospects of the Group.

• The term of the Technology Pipeline Agreement ends in 2020. Upon the expiry, termination or non-renewal of the Technology Pipeline Agreement, the Group would not (in the absence of a similar agreement between the Group and the College) have a right of exclusivity over unencumbered intellectual property developed at the College and would therefore be subject to competitive pressures in seeking to obtain the right to commercialise such intellectual property. Any failure by the Group to obtain such commercialisation rights over intellectual property may have a material adverse effect on the business, financial condition, results of operations and prospects of the Group. In addition, the College may not renew the Technology Pipeline Agreement for a further term or may renew the agreement on less favourable terms. Further, upon the expiry, termination or non-renewal of the Technology Pipeline Agreement, the College would be free to enter into a similar agreement to the Technology Pipeline Agreement with a third party. Such an eventuality could adversely affect the Group's ability to commercialise intellectual property developed at the College, which may have a material adverse effect on the business, financial condition, results of operations and prospects of the Group.

• Licences over intellectual property granted to Portfolio Companies or other third parties by the Group are often terminable, inter alia, without cause by the licensee, so that there is no contractual certainty of a particular licence lasting beyond the relevant notice period and, therefore, continuing to produce revenue. In addition, licences may be terminated, fail to generate revenue or cease to be valid where the technology which relates to the licence fails or is not commercially viable or where the patent which forms the basis of the licence is determined to be invalid or the relevant patent period expires or the licensee fails to effectively commercialise the technology. Any termination of a material licence or failure in technology or invalidity or expiry of patent protection or failure of the licensee to effectively commercialise the technology may have a material adverse effect on the business, financial condition, results of operations and prospects of the Group.

• Proceeds from any disposal of the Group's interests in Portfolio Companies through liquidity events, including trade sales and sales of equity following initial public offerings, may vary substantially from year to year. These variations may have a material adverse effect on the business, financial condition, results of operations and prospects of the Group.

• A large proportion of the overall value of the portfolio of Portfolio Companies held by the Group may at any time be accounted for by one, or very few, Portfolio Companies. Accordingly, there is a risk that if one or more such investments in Portfolio Companies experiences financial or operational difficulties, fails to achieve anticipated results or suffers from poor stock market conditions and if, as a result, its value were to be adversely affected, this could have a material adverse impact on the overall value of the Group's portfolio of Portfolio Companies. Furthermore, a large proportion of the overall revenue from licences granted by the Group may at any time be accounted for by one, or very few, licence agreements. Should such a licence or licence agreements be terminated or expire, or should the income received under such licence or licence agreements decline, this may have a material detrimental effect on the revenue received by the Group.

• Certain of the Group's current and future investments in Portfolio Companies may fail or not succeed as anticipated, resulting in an impairment of the Group's value and profitability. In addition, failure of Portfolio Companies may make it more difficult for other Portfolio Companies to raise additional capital given the impact such failure(s) may have on the reputation and track record of, and therefore investor confidence in, the Group, its management team and/or its Portfolio Companies.

• The Group is exposed to market risks, principally equity securities price risk and foreign exchange risk, as a result of its equity investments.

• The industry in which the Group operates is a specialised area and the Group requires highly qualified and experienced employees. The loss of key employees or a failure by the Group to continue to attract all personnel necessary for the development of its business could have a material adverse effect on the Group's business, financial condition, results of operations and/or prospects.

• Changes in legislation (including research and development tax credits and other tax legislation) and government policy may occur which may adversely affect the Group, its business and/or the position of the Company's shareholders and which may reduce the return that the Company's shareholders receive on their investment in the Company.

• In the event that the Group or its Portfolio Companies apply for patent or other intellectual property protections, such protections may not be granted by the relevant regulatory authorities. Notwithstanding the grant of any such protections, such protections may subsequently be found to be invalid, or unauthorised third parties may infringe any intellectual property rights. It is likely to be difficult for the Group or its Portfolio Companies to police such infringement of their intellectual rights and, even if they become aware of any such infringement, they may not have the financial resources to enforce their intellectual property rights against such infringing third parties. Alternatively, the Portfolio Companies or other licensees of the Group may be subject to claims that they are infringing the intellectual property rights of a third party. Such events can materially affect the value of intellectual property and the Group's ability to exploit intellectual property and may result in a loss of value to the Portfolio Company concerned and/or to the Group itself. Accordingly, any such events may also have a material adverse effect on the business, financial condition, results of operations and prospects of the Group.

· Following Admission, a small number of shareholders will have sufficient voting power, amongst other things, to exert a degree of control over the Company and in particular to block the passing of any shareholder resolution on which they are able to vote and this may result in certain key matters that may require the approval of shareholders not receiving such approval. Any failure by the Company to secure its shareholders' approval of such key matters could have an adverse effect on the Group's ability to implement its strategy and may therefore have a material adverse effect on the Group's business, financial condition, results of operations and/or prospects.