TIDMIPO TIDMIVO
RNS Number : 9431T
IP Group PLC
18 October 2017
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014.
FOR IMMEDIATE RELEASE
18 October 2017
Appointment of Professor David Begg to the board of IP Group
plc
Update on Offer by IP Group plc for Touchstone Innovations
plc
1. Response to statement by Touchstone
IP Group plc ("IP Group") welcomes the announcement made by
Touchstone Innovations plc ("Touchstone") recommending that
Touchstone Shareholders accept the Offer.
Full details of how to accept the Offer are set out in the offer
document published on 18 July 2017 in connection with the Offer
(the "Offer Document"). Touchstone Shareholders who require
assistance accepting the Offer (or who require a replacement Form
of Acceptance) should contact the Receiving Agent, Capita Asset
Services, on +44 (0) 371 664 0321.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
2. IP Group board appointment and personnel update
IP Group is pleased to announce that Professor David Begg has
joined the board of directors of the Combined Group as a
non-executive director with immediate effect.
IP Group is also pleased to confirm that Russ Cummings, Tony
Hickson and Nigel Pitchford have all joined the executive committee
of the Combined Group for the duration of the integration period.
In addition, Russ Cummings will, together with IP Group's COO,
David Baynes, lead an integration team to identify, retain and
build on the best of both companies.
Biographical details for Professor David Begg are contained in
the prospectus published by IP Group in connection with the Offer
on 18 July 2017 (the "Prospectus"). No further information is
required to be disclosed pursuant to paragraph 9.6.13R of the
Listing Rules of the Financial Conduct Authority.
Enquiries
IP Group plc
Alan Aubrey, Chief Executive
Officer +44 (0) 20 7444 0050
Greg Smith, Chief Financial
Officer +44 (0) 20 7444 0070
+44 (0) 20 7444 0062/+44
Liz Vaughan-Adams, Communications (0) 7979853802
Rothschild (Lead Financial
Adviser) +44 (0) 20 7280 5000
Warner Mandel
Anton Black
Numis Securities Limited
(Sponsor, Joint Financial
Adviser and Broker) +44(0) 20 7260 1000
Michael Meade
James Black
Freddie Barnfield
Charlotte Street Partners
Andrew Wilson +44 (0) 7810 636995
Martha Walsh +44 (0) 7876 245962
Further Information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer,
invitation or the solicitation of an offer or invitation to
purchase, or otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise nor
shall there be any sale, issuance or transfer of securities of IP
Group or Touchstone pursuant to the Offer in any jurisdiction in
contravention of applicable laws. The Offer is being implemented
solely pursuant to the Offer Document which contains the full terms
and conditions of the Offer. Any decision in respect of, or other
response to, the Offer should be made on the basis of the
information contained in the Offer Document. IP Group urges
Touchstone Shareholders to read the Offer Document carefully
because it contains important information in relation to the Offer,
the New Shares and the Combined Group. This announcement does not
constitute a prospectus or prospectus equivalent document.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared for
the purpose of complying with English law and the 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 the United Kingdom. Unless
otherwise determined by IP Group or required by the Code, and
permitted by applicable law and regulation, the availability of New
Shares to be issued pursuant to the Offer to Touchstone
Shareholders will not be made available, directly or indirectly,
in, into or from the United States or any other Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Offer by any
means, instrumentality or form within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction.
Accordingly, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any other
jurisdiction where to do so would constitute a violation of the
laws of that jurisdiction, and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send such documents in or into or
from any Restricted Jurisdiction.
The Offer may not be made directly or indirectly, in or into, or
by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, email or other electronic transmission
or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction. The availability of New
Shares pursuant to the Offer to Touchstone Shareholders who are not
resident in the United Kingdom or the ability of those persons to
hold such shares may be affected by the laws or regulatory
requirements of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements. Touchstone Shareholders who are in doubt
about such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without
delay.
This announcement is not for publication, distribution, directly
or indirectly, in or into the United States of America. This
announcement is not an offer of securities for sale into the United
States. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
Important Notices Relating to Financial Advisers
Rothschild, which is authorised and regulated by the FCA in the
UK, is acting exclusively for IP Group and no one else in
connection with the Offer and will not be responsible to anyone
other than IP Group for providing the protections afforded to
clients of Rothschild or for providing advice in relation to the
Offer or any other matters referred to in this announcement.
Numis Securities Limited, which is authorised and regulated by
the FCA, is acting exclusively for IP Group and no one else in
connection with the Offer and Numis Securities Limited will not be
responsible to anyone other than IP Group for providing the
protections afforded to its clients or for providing advice in
relation to the Offer or any other matters referred to in this
announcement.
Documents Available for Inspection
A copy of this announcement is and will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on the investor relations section of
IP Group's website www.ipgroupplc.com/investorrelations/ by no
later than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, the contents of the
websites referred to in this announcement are not incorporated into
and do not form part of this announcement.
You may request a hard copy of this announcement free of charge
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) by writing to Freddie Barnfield at Numis
at f.barnfield@numis.com or by calling +44 (0)20 7260 1000 during
normal business hours. It is important that you note that unless
you make such a request, a hard copy of this announcement will not
be sent to you. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPZMMMGLRKGNZG
(END) Dow Jones Newswires
October 18, 2017 05:30 ET (09:30 GMT)
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