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

Results of Placing

Imperial Innovations Group plc (AIM: IVO, the "Company" or "Innovations") announced this morning the launch of a placing (the "Placing") through an accelerated book build of 40,064,650 ordinary shares of Innovations, comprising 37,500,000 ordinary shares (the "New Shares") to be issued by the Company and the sale of 2,564,650 existing ordinary shares (the "Sale Shares" and together with the New Shares the "Placing Shares") by Imperial College of Science, Technology and Medicine (the "College"). The Board of Innovations is pleased to announce that the book has now been closed and the allocations to placees have been made at 400 pence per Placing Share.

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 ("Woodford IM" and together with Invesco and Lansdowne the "Initial Placees") had 32,564,650 Placing Shares in aggregate placed firm with them. In addition, Woodford IM had agreed to acquire 7,500,000 further Placing Shares, subject to clawback. Following the closing of the book, the number of further Placing Shares conditionally placed with Woodford IM has been reduced by 59% pursuant to the clawback arrangements to satisfy orders from placees participating in the accelerated book build. Accordingly, a total of 4,449,615 Placing Shares have been placed with new institutional investors and with existing shareholders other than the Initial Placees.

Including the Placing Shares placed firm with the Initial Placees, Invesco, Lansdowne and Woodford IM will acquire 15,000,000, 5,137,500 and 15,477,535 Placing Shares, respectively, and on completion of the Placing are expected to hold 42.0%, 13.7% and 13.4%, respectively, of the enlarged share capital of the Company.

Following completion of the Placing, the College is expected to own 20% of the enlarged share capital of the Company.

Application has been made to the London Stock Exchange for the New Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings will commence in the New Shares at 8.00am (BST) on 26 June 2014. 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.

The Placing remains conditional upon, among other things, Admission becoming effective by not later than 8.00 a.m. (BST) on 26 June 2014 (or such later time as the Joint Bookrunners may agree being not later than 30 June 2014) and the placing agreement between the Company, J.P. Morgan Cazenove, Cenkos and the College becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission.

The Placing Shares have been placed by J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove, and Cenkos Securities plc, both acting as joint bookrunners to the Company.

Unless otherwise defined, terms used in this announcement have the same meaning as those defined in the Company's earlier announcement of 23 June 2014.

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.

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.

This announcement does not constitute a recommendation regarding any securities.

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