TPG.L Regulatory News (TPG)

26 January 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

RECOMMENDED CASH ACQUISITION

of

TP Group plc("TP Group" or the "Company")

by

Science Group plc("Science Group")

to be effected by way of scheme of arrangementunder Part 26 of the Companies Act 2006 ("Companies Act")

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

Further to the Company's announcement on 24 January 2023 confirming that the Court had sanctioned the Scheme, the Company announces that the Court Order has today been delivered to the Registrar of Companies and, accordingly, the Scheme has now become effective in accordance with its terms.

The Shares were suspended from trading on AIM with effect from 7.30 a.m. (London time) today. Cancellation of admission to trading on AIM of the Shares will take place on 7.00 a.m. tomorrow, 27 January 2023. Following the Scheme becoming Effective, it is intended that TP Group will be re-registered as a private company limited by shares under the relevant provisions of the Companies Act.

Settlement of Consideration

Under the terms of the Scheme, Scheme Shareholders on the register of members of TP Group at the Scheme Record Time (6:00 p.m. on 25 January 2023) will be entitled to receive 2.25 pence in cash for each Scheme Share held at the Scheme Record Time. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and uncertificated form, respectively) as soon as practicable and in any event not later than 9 February 2023.

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the scheme document dated 21 November 2022.

Changes to the Board

As the Scheme has now become Effective, the Company further announces that David Lindsay has tendered his resignation and will step down from the board of the Company with effect from today, 26 January 2023.

All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on TP Group's website at www.tpgroupglobal.com/investors and on Science Group's website at www.sciencegroup.com/investor-information/, by no later than 12.00 noon (London time) on 27 January 2023.

The content of the website referred to above is not incorporated into and does not form part of this Announcement.

Important notice

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, whether pursuant to this Announcement or otherwise, or the solicitation of any vote or approval of any offer in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction.

Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder.

This Announcement has been prepared in accordance with the laws of England and Wales, the AIM Rules and the Takeover Code, 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 of jurisdictions outside England and Wales. The distribution of this Announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this Announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Cenkos, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively to TP Group and no one else in connection with the Acquisition and the other matters referred to in this Announcement. In connection with such matters, Cenkos will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of Cenkos or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and joint broker exclusively to Science Group and no one else in connection with the Acquisition and the other matters referred to in this Announcement. In connection with such matters, Stifel will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of Stifel or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker exclusively for Science Group and no one else in connection with the Acquisition and the other matters referred to in this Announcement. In connection with such matters, Liberum will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to clients of Liberum or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Disclosure requirements of the Takeover Code (the "Code")

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.