Imperial Innovations Group Regulatory News (IVO)

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR FORWARDING, RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

6 January 2011

Result of General Meeting and Despatch of Provisional Allotment Letters

Imperial Innovations Group plc (the "Company") announces that at the General Meeting held today for the purpose of passing resolutions relating to the proposed 2 for 3 Rights Issue and Warrant Issue giving rights to subscribe for New Convertible B Shares announced on 7 December 2010, both Resolutions set out in the prospectus sent to shareholders dated 8 December 2010 (the "Prospectus") were passed without amendment on a show of hands.

Details of the proxy votes received in relation to each of the Resolutions (which are more particularly described in the Notice of General Meeting set out in the Prospectus) are as follows:

The total number of proxy votes received was 52,991,540 for Resolution 1 and 52,991,540 for Resolution 2. Proxy forms which gave the Chairman discretion have been included in the "For" total.

As at the close of business on 4 January 2011, the total number of Existing Ordinary Shares eligible to be voted at the General Meeting was 59,790,621.

The passing of the Resolutions will enable the Company to proceed with the Rights Issue and Warrants Issue to raise approximately £140 million announced on 7 December 2010. Accordingly, Provisional Allotment Letters will be posted today to Qualifying Non-CREST Shareholders (other than those with registered addresses in the United States, or subject to certain exceptions, Australia, Canada, Japan, South Africa and any other jurisdiction where the extension or availability of the Rights Issue would breach applicable law).

The latest time and date for acceptance and payment in full under the Rights Issue is 11.00 a.m. on 21 January 2011. It is expected that Nil Paid Rights will be credited to the stock accounts of Qualifying CREST Shareholders (other than those with registered addresses in the United States, or subject to certain exceptions, Canada, Australia, Japan or South Africa and any other jurisdiction where the extension or availability of the Rights Issue would breach applicable law) and enabled in CREST at 8.00 a.m. on 7 January 2011.

Application has been made to the London Stock Exchange for the 39,860,414 New Ordinary Shares to be admitted to AIM. The Company's Existing Ordinary Shares are expected to be marked "ex-rights" by the London Stock Exchange at 8.00 a.m. on 7 January 2011, when it is also expected that the Nil Paid Rights will be enabled for settlement in CREST and that dealings in the New Ordinary Shares, nil paid, will commence on AIM. As set out in the Prospectus, Imperial College London, the Employee Trust, Invesco, Lansdowne, Sand Aire and Sussex Research have irrevocably undertaken not to take up their Rights, and accordingly their Rights to an aggregate of 36,990,086 New Ordinary Shares will lapse on closing of the Rights Issue.

As also set out in the Prospectus each of Invesco, Landsdowne, Sand Aire and Sussex Research have, subject to satisfaction of the conditions to the Equity Raise, irrevocably undertaken to exercise their Warrants. Additionally Invesco has, subject to satisfaction of the conditions to the Equity Raise, irrevocably undertaken to accept and exercise the Warrants conditionally renounced by Imperial College London and the Employee Trust. In total, 36,990,086 Warrants will be issued.

Definitions used in the Prospectus dated 8 December 2010 shall have the same meanings when used in this announcement, unless the context requires otherwise.

All references to time in this announcement are to the time in London.

Enquiries:

Imperial Innovations Group plc: +44 (0) 207 581 4949Justin Bowen +44 (0) 207 594 6593

J.P. Morgan Cazenove: +44 (0) 207 325 1000Michael Wentworth-Stanley

College Hill: +44 (0) 207 457 2020Adrian Duffield & Kay Larsen +44 (0) 207 457 2815

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Nil Paid Rights, Fully Paid Rights, New Ordinary Shares, Warrants or New Convertible B Shares referred to in this announcement except on the basis of information to be contained in the Prospectus. Copies of the Prospectus are available on the Company's website at www.imperialinnovations.co.uk, provided that the Prospectus is not available (whether through the website or otherwise) to Shareholders in any of the Restricted Territories.

This announcement does not constitute or form part of any offer or invitation to purchase, 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 Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights, the New Ordinary Shares, the Warrants or the New Convertible B Shares offered by any person in any jurisdiction. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights, New Ordinary Shares, Warrants or New Convertible B Shares should only be made on the basis of information to be contained in the Prospectus which contains further details relating to the Company in general as well as a summary of the risk factors to which an investment in the New Ordinary Shares, Warrants and/or New Convertible B Shares is subject. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue or the Equity Raise. The Prospectus is not available to Shareholders located in the United States or, subject to certain exceptions, any of the other Restricted Territories. This announcement is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. 

The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares offered in the Rights Issue and the Warrants and the New Convertible B Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, taken up, exercised, renounced, transferred or delivered, directly or indirectly, in or into the United States. There will be no public offer of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Warrants or the New Convertible B Shares in the United States.

This announcement does not constitute or form, and will not form, part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or acquire Nil Paid Rights, Fully Paid Rights, New Ordinary Shares, the Warrants and/or the New Convertible B Shares to any person with a registered address, or who is located, in the United States, or to any person with a registered address, or who is located or resident in any of the Restricted Territories. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Warrants and the New Convertible B Shares are being offered outside the United States in reliance on Regulation S under the Securities Act and J.P. Morgan Cazenove may arrange for the offer of New Ordinary Shares not taken up in the Rights Issue only outside the United States in reliance on Regulation S under the Securities Act.

The distribution of this announcement into jurisdictions other than the UK may be restricted by law. Persons into whose possession this announcement come should inform themselves about and observe any such restrictions.

J.P. Morgan Cazenove which is authorised and regulated in the UK by the Financial Services Authority, is acting as Nominated Adviser, broker, bookrunner and (in respect of the Rights Issue only) underwriter exclusively to the Company and, save in regards the Relevant Major Shareholders in respect of the Warrant Placing, no one else in connection with the Equity Raise and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Equity Raise and will not be responsible to anyone other than the Company and the Relevant Major Shareholders for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to the Equity Raise or any transaction or arrangement referred to in this announcement.

J.P. Morgan Cazenove may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation, J.P. Morgan Cazenove does not propose to make any public disclosure in relation to such transactions.

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 the forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. 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 the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, target return, growth and strategies.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance (including, without limitation, attainment of the target return), achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this announcement, those results or development may not be indicative of results or developments in subsequent periods.

Prospective investors are advised to read, in particular, the part of the Prospectus entitled "Risk Factors", for a more complete discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. Forward-looking statements in this announcement speak only as of the date of this announcement. Other than in accordance with the Company's obligations under the AIM Rules, the Disclosure Rules and Transparency Rules and/or the Prospectus Rules, the Company undertakes no obligation to update or revise publicly after the time of the announcement any forward-looking statements, whether as a result of new information, future events or otherwise.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share or New Convertible B Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share. Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.

This announcement should not be considered a recommendation by J.P. Morgan Cazenove or any of its directors, officers, employees, advisers or any of its affiliates in relation to any purchase of or subscription for securities. No representation or warranty, expressed or implied, is given by or on behalf of J.P. Morgan Cazenove or any of its directors, officers, employees, advisers or any of their respective affiliates or any other person as so to the accuracy, fairness, sufficiency or completeness of the information or the opinions or the beliefs contained in this announcement (or any part hereof). None of the information contained in this announcement has been independently verified or approved by J.P. Morgan Cazenove or any of its directors, officers, employees, advisers or any of its affiliates or their respective directors, officers, employers and advisors. Save in the case of fraud, no liability is accepted by J.P. Morgan Cazenove or any of its directors, officers, employees, advisers or any of their respective affiliates or their respective directors, officers, employers and advisers for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or J.P. Morgan Cazenove. Subject to the AIM Rules, the Prospectus Rules and the Disclosure Rules and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information in it is correct as at any subsequent date.

The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This announcement has been prepared for the purposes of complying with applicable law and regulation in 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.