Imperial Innovations Group Regulatory News (IVO)

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE

23 May 2017

Touchstone Innovations plc

Statement regarding announcement by IP Group plc ("IP Group") of a possible offer for Touchstone Innovations plc

The Board of Directors of Touchstone Innovations plc (AIM: IVO, "Touchstone" or the "Company") notes the announcement of IP Group and confirms that Touchstone was approached by IP Group regarding a potential combination.

Touchstone engaged because the proposal has certain merits and because the Company's large shareholders asked the Board to do so.

An agreement on terms and governance could not be agreed prior to the capital raise announced today by IP Group.

Any recommended proposal would need to reflect the best interests of Touchstone and its shareholders as a whole, and having regard to its management, the interests of employees and the position of portfolio companies.

The Board advises shareholders to take no action at this time. A further announcement will be made as appropriate.

In accordance with Rule 2.6(a) of the Code, IP Group must, by not later than 5.00 p.m. on 20 June 2017, either announce a firm intention to make an offer for Touchstone in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

Enquiries:

Touchstone Innovations plc

Russ Cummings Tel: +44 20 3727 2030

J.P. Morgan Cazenove

(Financial Adviser and Corporate Broker to Touchstone Innovations plc)

Michael Wentworth-Stanley Tel: +44 20 7742 4000

James Robinson

Alec Pratt

Instinctif Partners

Adrian Duffield /Melanie Toyne-Sewell/Chantal Woolcock Tel: +44 20 7457 2020

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 Innovations plc 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 Innovations plc 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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 Code, any person who is, or becomes, interested in 1% 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.

Additional Information

In accordance with Rule 26.1 of the Code, a copy of this announcement will be 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.

In accordance with Rule 2.9 of the Code, Touchstone Innovations plc confirms that as at the date of this announcement, it has in issue 161,204,124 ordinary shares of 3 1/33 pence each. The International Securities Identification Number of the shares is GB00B170L953.

Ends