1 Aug 2017 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
1 August 2017
Touchstone Innovations plc
Publication of Response Circular in respect of the Offer by IP Group plc
The Board of Touchstone Innovations plc ("Touchstone") today announces the publication of a circular (the "Response Circular") in response to the offer by IP Group plc ("IP Group"), which was set out in the offer document published by IP Group on 18 July 2017 (the "Offer"). The Response Circular is published in accordance with Rule 25.1(a) of the City Code on Takeovers and Mergers (the "Code").
In accordance with the requirements of Rule 25.1(b) of the Code, a copy of the Response Circular has been made available at www.touchstoneinnovations.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Enquiries:
Touchstone Innovations plc
Russ Cummings
Tel: +44 20 3727 2030
J.P. Morgan Cazenove
(Financial Adviser and Joint Corporate Broker to Touchstone
Innovations plc)
Michael Wentworth-Stanley
James Robinson
Alec Pratt
Tel: +44 20 7742 4000
RBC Capital Markets
(Joint Corporate Broker to Touchstone Innovations plc)
Marcus Jackson
Tel: +44 20 7653 4000
Instinctif Partners
Adrian Duffield /Melanie Toyne-Sewell/Chantal Woolcock
Tel: +44 20 7457 2020
Responsibility Statement
The directors of Touchstone each accept responsibility for the information contained in this document, except that the only responsibility accepted by them in respect of the information contained in this announcement. To the best of the knowledge and belief of each of the directors of Touchstone (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Further Information
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Touchstone and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Touchstone for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter referred to herein.
RBC Capital Markets is the business name used by RBC Europe Limited, which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority and the PRA and is a subsidiary of the Royal Bank of Canada. RBC is acting as Joint Corporate Broker to the Company.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 pm (London time) on the tenth Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the tenth 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 Takeover 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 pm (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 Takeover 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 (0)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.