Form 8 (OPD)

RNS Number : 4821Y

IP Group PLC

24 January 2014

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Identity of the party to the offer making the disclosure:	IP Group Plc ("IP Group")
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient	N / A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each party to the offer	Fusion IP plc ("Fusion")
(d) Is the party to the offer making the disclosure the offeror or the offeree?	Offeror
(e) Date position held:	23 January 2014
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	1p Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	21,995,741	20.1	-	-
(2) Derivatives (other than options):	-	-	-	-
(3) Options and agreements to purchase/sell:	-	-	-	-
TOTAL:	21,995,741	20.1	-	-

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N / A
Details, including nature of the rights concerned and relevant percentages:	N / A

(c)        Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): Directors' Irrevocable Undertakings The following Fusion Directors have given irrevocable undertakings to vote in favour of, or procure the voting rights in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of their own beneficial holdings of issued and to be issued Fusion Shares as follows:

Name of Fusion Director No. of Fusion Shares Percentage of Fusion issued share capital (excluding shares under option) David Baynes 1,333,332 1.2 Peter Grant 1,333,332 1.2 Stuart Gall 1,333,332 1.2 Doug Liversidge 10,000 0.01 The Fusion Directors hold options and other entitlements over, in aggregate, 133,333 Fusion Shares, representing approximately 0.12 per cent. of the fully diluted share capital of Fusion as at 22 January 2014 (being the last Business Day prior to this announcement). These irrevocable undertakings will also apply to any Fusion Shares acquired by the Fusion Directors on or before the Effective Date, and will remain binding in the event that a third party makes a competing offer and will only cease to be binding if (i) the Scheme Document (or, in the case of a Takeover Offer, the offer document, as applicable) is not published within 28 days of the date of this announcement (or such later date as IP Group and Fusion may, with the consent of the Panel, agree); or (ii) the Scheme does not become Effective or lapses in accordance with its terms. Other Irrevocables IP Group has received an irrevocable undertaking to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting (or, in the event the Offer is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Shares) from Lansdowne Partners Limited in respect of an aggregate of 18,150,000 Fusion Shares, representing approximately a further 16.6 per cent. of the issued share capital of Fusion as at 22 January 2013 (being the last business day prior to this announcement). This irrevocable undertaking will lapse if, not later than 3.00pm on the fifth day after the date of the Scheme Document (or Offer document), a higher competing offer (being a non pre-conditional offer providing for consideration of no less than 110 per cent. of the value of the Offer at the time such offer is made) is made for the entire issued and to be issued share capital of Fusion, and if IP Group does not make a higher revised offer within seven days of the date of the higher competing offer being made.

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

Pursuant to the definition of Acting in Concert contained in The Takeover Code, Invesco Limited is regarded as an associated company of IP Group by virtue of it >20% shareholding and is therefore presumed to be acting in concert with IP Group. Invesco Limited has the following interest in Fusion: (i)   13,999,230 ordinary shares of 1p each (this disclosure replaces Invesco Limited's disclosure under Rule 8.3 of the Takeover Code made on 23 January 2014);

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	24 January 2014
Contact name:	IP Group plc Greg Smith, (Chief Financial Officer)
Telephone number:	[phone]

Note that defined terms in this form have the same meaning as in the announcement of IP Group's recommended all-share offer for Fusion on 23 January 2014.

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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