22 Feb 2016 12:29
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.
Nothing in this document should be interpreted as an offer of securities, a solicitation of an offer to buy or subscribe for securities, or a term or condition of any fundraising or any offering of shares in Innovations.
22 February 2016
Imperial Innovations Group plc
Result of General Meeting
Imperial Innovations Group plc (AIM: IVO) announces that at its General Meeting held today all resolutions were passed on a show of hands.
Details of the proxy appointments made in advance of the meeting in relation to each of the resolutions (which are more particularly described in the Notice of General Meeting) are as follows:
Number of shares for which proxy appointed | Votes for the resolution | % of votes for the resolution | Votes against the resolution | % of votes against the resolution | Votes withheld | |
Resolution 1 | 130,252,982 | 130,250,178 | 100.0% | 2,554 | 0.0% | 250 |
Resolution 2 | 130,252,982 | 130,248,795 | 100.0% | 2,854 | 0.0% | 1,333 |
Proxy forms which gave the Chairman and other Directors discretion have been included in the "for" total. Percentages have been rounded to one decimal place.
The total number of ordinary shares of 31/33 pence each eligible to be voted at the General Meeting was 137,674,712.
A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for and against the resolutions.
It is expected that Admission will become effective and that dealings will commence in the Placing Shares (other than the Deferred Placing Shares) at 8.00 a.m. on 23 February 2016. The Placing 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 Placing Shares.
On Admission of the Placing Shares (other than the Deferred Placing Shares), the Company's significant shareholders are expected to comprise:
Shareholder |
Interest in Ordinary Shares on Admission | Percentage holding of enlarged share capital on Admission*** |
Invesco Asset Management Limited* | 63,000,356 | 39.76% |
Woodford Investment Management LLP | 31,676,648** | 19.99% |
Imperial College of Science, Technology and Medicine | 27,592,500 | 17.41% |
Lansdowne Developed Markets Master Fund Limited | 20,406,634 | 12.88% |
* acting as agent for and on behalf of its discretionary managed clients
** excludes the Deferred Placing Shares, comprising a further 2,739,604 Placing Shares, issuance of which is subject to regulatory approval
*** Enlarged share capital of 158,464,520 which excludes the Deferred Placing Shares
Following the announcement made on 4 February 2016, the Company notes a change to the allocation between Placing Shares and Deferred Placing Shares to be issued to Woodford. Of the 13,094,635 Placing Shares proposed to be issued to Woodford, 10,355,031 Placing Shares will be issued at Admission and the issuance of 2,739,604 Deferred Placing Shares, representing £11.6 million of gross proceeds, will be conditional on regulatory approval and is expected, subject to receipt of such approval, to take place on or before 31 May 2016.
Unless otherwise defined, terms used in this announcement have the same meaning as those defined in the Company's earlier announcement of 4 February 2016.
Enquiries:
Imperial Innovations Group plc | 020 3053 8834 |
Russell Cummings, Chief Executive Officer | |
Jon Davies, Director of Communications | |
Instinctif Partners | 020 7457 2020 |
Adrian Duffield/Melanie Toyne Sewell | |
J.P. Morgan Cazenove (Nominated Adviser) | 020 7742 4000 |
Michael Wentworth-Stanley/Alec Pratt | |
Cenkos Securities | 020 7397 8900 |
Christopher Golden |
IMPORTANT NOTICE:
This announcement is not an offer of securities for sale or the solicitation of an offer to buy or to subscribe for the securities discussed herein to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for distribution in the United States, Australia, Canada or Japan. No securities may be offered or sold in the United States unless the securities are registered under the US Securities Act of 1933 (the "Securities Act") except in transaction exempt from, or not subject to, the registration requirements of the Securities Act. The Placing Shares and the Ordinary Shares have not been, and will not be, registered under the Securities Act and, accordingly, are only being offered for sale to non-US Persons (as US Person is defined in Regulation S under the Securities Act) outside the United States in reliance upon Regulation S. 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.
Cenkos Securities plc ("Cenkos Securities") is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") for the conduct of investment business. Cenkos Securities has been appointed as Joint Bookrunner. Cenkos Securities is acting exclusively for the Company and no one else in relation to the Placing and will not regard any person other than the Company (whether or not a recipient of this document) as its client in relation to the Placing and will not be responsible to anyone other than the Company 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 Securities by the FSMA or the regulatory regime established thereunder or other applicable law, Cenkos Securities assumes no responsibility for the accuracy, completeness or verification of this announcement or any related statement.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove has been appointed as Joint Bookrunner and Nominated Adviser. J.P. Morgan Cazenove is acting exclusively for the Company and no one else in relation to the Placing and will not regard any person other than the Company (whether or not a recipient of this document) as its client in relation to the Placing and will not be responsible to anyone other than the Company 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.
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