GBP55m Placing and Open Offer

RNS Number : 8098H

IP Group PLC

03 June 2011

 



3 June 2011

Placing and Open Offer: Pricing announcement

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

ALL TERMS ARE DEFINED AT THE BACK OF THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED HEREIN

IP GROUP PLC

PLACING AND OPEN OFFER

OF 110 MILLION NEW ORDINARY SHARES

AT 50 PENCE PER NEW ORDINARY SHARE

IP Group plc (LSE: IPO) ("IP Group" or the "Company" or "Group"), the developer of intellectual property based businesses, is pleased to announce a proposed Placing and Open Offer of 110 million New Ordinary Shares at the Issue Price of 50 pence per New Ordinary Share, raising gross proceeds of £55 million (approximately £53.3 million net of expenses). Numis Securities Limited ("Numis Securities") is acting as sponsor, broker, underwriter and financial adviser.

Highlights

£55 million (gross) raised in order to:

§  increase the Group's overall rate of investment into its portfolio;

§  enable the Group to maintain or increase its stakes through subsequent financing rounds in those post-seed investment opportunities (typically businesses which have received some level of further funding from co-investors external to the Group) which the Board considers to be the most promising;

§  provide the Group with greater flexibility to lead subsequent investment rounds in existing and future post-seed companies, decreasing its reliance on external capital and allowing it to maintain significant minority equity stakes with a view to increasing returns; and

§  continue to expand the Group's access to, and provide capital to enable the development of, technology originating from its partner universities or other research intensive institutions (including, where appropriate, through the establishment of new partnerships or other collaborative relationships with such institutions).

The Issue Price represents approximately 6 per cent. discount to the closing middle-market price of 53.25 pence per Ordinary Share on 2 June 2011 (being the last business day prior to date of announcement).

Alan Aubrey, Chief Executive of IP Group, said: "A number of the Group's portfolio businesses have made excellent recent progress towards achieving key commercial milestones. This proposed equity raise will enable the Group to maintain or increase stakes in these post-seed opportunities whilst also increasing its overall rate of investment.  Strengthening the balance sheet in this way provides the Group with greater flexibility to lead investment rounds whilst decreasing its reliance on external capital, thereby ensuring that we are able to maintain significant minority stakes in the most promising opportunities. We remain confident that our strategy will generate significant long-term returns for shareholders".

A Prospectus is expected to be published later today containing full details of how Shareholders can participate in the Open Offer. The Prospectus will be available to Shareholders, free of charge, at the Company's registered office and on the Company's website at www.ipgroupplc.com.

The New Ordinary Shares to be issued pursuant to the Placing and Open Offer represent an increase of approximately 43 per cent. in the Company's existing issued share capital.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all future dividends or other distributions declared, made or paid after the date of their issue.

Enquiries (analysts and investors only): IP Group plc
Alan Aubrey, Chief Executive Officer Greg Smith, Chief Financial Officer Liz Vaughan-Adams, Communication	Tel: [phone]        [phone]        [phone] /        [phone]
Numis Securities Limited
Michael Meade / James Black / Nick Stamp	Tel: [phone]
Financial Dynamics
Ben Atwell / John Dineen	Tel: [phone]

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this document comes should inform themselves about and observe any restrictions on the distribution of this announcement. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. Persons receiving this announcement should not distribute or send it into any jurisdiction where to do so would or might contravene local securities laws or regulations.

This announcement is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States, any of the Excluded Territories or any jurisdiction in which the same would be unlawful. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any state securities laws and may not be offered or sold within the United States absent registration or an exemption from registration under the Securities Act, or as part of a transaction not subject to, the registration requirements of the Securities Act. The New Ordinary Shares have not been and will not be registered under the applicable securities laws of any of the Excluded Territories and subject to certain exceptions, the New Ordinary Shares may not be offered or sold in any of the Excluded Territories or to, or for the account or benefit of, any resident of any of the Excluded Territories. There will be no public offer of securities in the United States, the Excluded Territories, the United Kingdom or elsewhere.

This announcement is for information purposes only and does not constitute or form part of an offer to sell or issue or the solicitation of an offer to subscribe for or buy, any New Ordinary Shares in the United States or any other jurisdiction in which, such sale, offer or solicitation is unlawful. In particular, this announcement is not for publication, release or distribution, in whole or in part, in or into the United States or any of the Excluded Territories.

This announcement has been issued by the Company 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 Numis Securities Limited or by any of its 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 interested party or its advisers, and any liability therefor is expressly disclaimed.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in relation to the contents of this document or any matters referred to herein.

The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and neither Numis Securities Limited nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

Appendix I to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing.

3 June 2011

Placing and Open Offer: Pricing announcement

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

ALL TERMS ARE DEFINED AT THE BACK OF THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED HEREIN.

IP GROUP PLC

PLACING AND OPEN OFFER

OF 110 MILLION NEW ORDINARY SHARES

AT 50 PENCE PER NEW ORDINARY SHARE

1.   Introduction

The Board announced today that it proposes to undertake a Placing and Open Offer to raise approximately £53.3 million (net of expenses) through the issue of New Ordinary Shares at an issue price of 50 pence per New Ordinary Share. 100,000,000 New Ordinary Shares will be issued through the Placing and 10,000,000 New Ordinary Shares will be issued through the Open Offer. The Placing and Open Offer are fully underwritten by Numis Securities.

The Placing and Open Offer are conditional upon, amongst other things, the passing of the Resolutions (other than the LTIP Resolution) by the Shareholders at the General Meeting, the Placing Agreement becoming unconditional in all respects, and not having been terminated and Admission.

2.   Information on IP Group

The Group was established in 2000 to invest in scientific innovation developed in the UK's leading universities. The Group's business model is to form, or assist in the formation of, spin-out companies based on that innovation, to take a significant minority equity stake in those spin-out companies and then to grow the value of that equity over time through active participation in the development of such spin-out companies. The Group's strategy has been to build significant minority equity stakes in a diversified portfolio of companies designed to achieve strong equity returns over the medium to long term.

2.1        Partnerships and other collaborative arrangements with universities and research intensive institutions

An important aspect of the Group's strategy is its ability to access a wide range of leading scientific research. This has been achieved primarily through long term partnerships with a number of leading research universities in the UK. The Group entered into its first long term partnership with the University of Oxford's Chemistry Department in 2000 and now has exclusive contractual arrangements covering ten of the UK's leading universities.

In addition, in the last quarter of 2009, the Group both acquired a strategic stake in Fusion IP and entered into a co-investment agreement with Fusion IP relating to spin-out companies originating from Fusion IP's university partners, giving the Group access to the scientific innovation from two further leading research universities.

Further, in January 2011, the Group broadened its relationship with the University of Oxford by acquiring a stake in, and forming a commercialisation alliance with, Technikos, the specialist medical technology fund with a long term commercialisation agreement with the University of Oxford's Institute of Biomedical Engineering.

The Group also has informal arrangements with other universities in the UK and it leverages the capabilities of its in-house sourcing team to identify and pursue compelling standalone opportunities arising from such universities. This has led to the Group's first investment in a clean technology spin-out company from the University of Cambridge, Amantys Limited, in August 2010.

The Research Assessments Exercise (the "RAE") carried out in 2008 analysed the quality of the research carried out in UK research institutions. The RAE ranked the top 25 universities in the UK by reference to the number of Category A researchers at such universities (broadly defined as someone who devotes the majority of his or her time to research) and measured the overall quality of the research emanating from each of these institutions. The Group currently has proprietary access, either through a direct contractual relationship or otherwise through its relationships with and stakes in both Fusion IP and Technikos, to ten of these top 25 research institutions. The Directors believe that no other organisation seeking to provide commercialisation services to UK research institutions has as broad a range of proprietary access to high quality research in the UK.

2.2          The Group's portfolio

IP Group was quoted on AIM in October 2003 and moved to the Official List in June 2006. Since its admission to AIM, the Group has raised approximately £30 million of net proceeds from investors, predominantly to build its portfolio of spin-out companies.

As at 31 December 2010, the Group had a portfolio of 63 companies in which its combined stake was valued at approximately £110 million⁽¹⁾. Up to this date, the Group had invested approximately £54 million in aggregate in its portfolio and had made cash realisations of approximately £16 million. The Group has generated an internal rate of return of approximately 27 per cent.⁽²⁾ since 2001 through its investments in portfolio companies, cash realisations and fair value movements in

(1) Calculated by reference to the values attributed to the Group's investments in such portfolio companies in the consolidated statement of financial position included in the annual report and accounts of the Company for the financial year ended 31 December 2010.

(2) This figure is calculated based on total cash invested in and realised from portfolio companies since IP Group's formation in April 2001 and IFRS fair values of holdings in portfolio companies as at 31 December 2010 and excludes any payments to acquire the University of Oxford Partnership and any value attributable to initial equity in spin-out companies from the University of Oxford's Chemistry Department received by the Group under this Partnership.

(3) Calculated by reference to the values attributed to the Group's investment in such portfolio companies in the consolidated statement of financial position included in the annual report and accounts of the Company for the financial year ended 31 December 2010 and grossed up to reflect the overall value of such portfolio companies.

its portfolio up until 31 December 2010. Approximately 74 per cent. of the value in the Group's portfolio resides within its top ten companies (by value), many of which have made significant progress in the last twelve months towards achieving key milestones and commercial validation. As at 31 December 2010, the aggregate value of the companies in which the Group had an investment exceeded £550 million⁽³⁾.

The Group's current portfolio falls broadly into the following three categories:

§  Incubation: these comprise businesses or pre-incorporation projects that are generally at a very early stage of development. Opportunities at this stage typically involve investments of less than £100,000 from the Group, predominantly allowing for proof of concept work to be carried out. Incubation projects generally have a duration of nine to eighteen months, following which the opportunity is generally either progressed to seed financing, licensed or terminated;

§  Seed: these comprise businesses which have typically received financing of up to £0.5 million in total, primarily from the Group, in order to continue to progress towards agreed commercial and technology milestones and to enable the recruitment of management teams and early commercial engagement; and

§  Post-seed: these comprise businesses which have received some level of further funding from co-investors external to the Group, with total funding received generally in excess of £0.5 million. Although each business can vary significantly in its rate and manner of development, such additional funding is generally used to progress towards key milestones and commercial validation (potentially including the launching of products or services or the securing of licensing arrangements), to build senior level capability in the business and to attract experienced non-executive directors to their boards. This category is further broken down into post-seed private and post-seed quoted companies. Post-seed quoted companies consist of companies quoted on either AIM or the PLUS Markets.

Over the last ten years, the Group has developed a rigorous investment appraisal process which is designed to enable the assessment and development of early stage (comprising incubation and seed) technology businesses, initially with low levels of cash investment. During this early stage development phase, members of the Group's in-house sourcing team work closely with the businesses to shape the strategic direction of the opportunity, frequently taking an interim management role (typically at no additional cost to the relevant spin-out company) until such time as the business is considered to be sufficiently developed, and has the resources, to recruit an external management team. Through this approach, the Group seeks to progressively eliminate risk, to monitor progress against milestones and to revise strategic direction based on commercial feedback. This is achieved while minimising capital deployed at the earlier stages of such a business' development, with a view to building a robust portfolio of successful post-seed companies.

As at 31 December 2010, the Group's portfolio of 63 companies consisted of 10 incubation businesses, 10 seed businesses and 43 post-seed businesses, of which 15 were quoted. Of the 43 post-seed businesses, the top ten by value represented approximately 74 per cent. of the Group's overall portfolio value. Further detail on these ten companies, including a description of their businesses, amounts invested and realised by the Group during the year to 31 December 2010 and the values of the Group's holdings as at 31 December 2010 is set out in paragraph 19 of Part IV of the prospectus.

The Group's portfolio is diverse with exposure to five main sectors - Energy & Renewables, Medical Equipment & Supplies, Pharma & Biotech, Chemicals & Materials and IT & Communications.

2.3          Fund management

The Group also manages third party funds which the Directors believe brings a number of benefits to the Group. Additional funds broaden the sources of financing potentially available to the Group's existing portfolio companies where such investment is aligned with the relevant fund's investment mandate. The funds also provide specialist limited partner investors with access to opportunities in the Group's existing portfolio and enable them to benefit from the Group's expertise in IP sourcing and business building. Fund management also leverages the Group's existing competencies to provide additional recurring income and, potentially, performance related fees. Through Top Technology Ventures, the Group's FSA regulated venture capital fund management subsidiary, the Group currently manages two funds, the £31 million IP Venture Fund and the £25 million North East Technology Fund.

IP Venture Fund's primary investment objective is to provide up to 25 per cent. of the capital invested or to be invested in post-seed financing rounds of the Group's spin-out companies. The North East Technology Fund invests in technology companies in the North East region of the UK, from seed through to growth stages of development and which may include opportunities from the leading research universities in that region.

2.4          The Directors and management team

The Group is led by an experienced Board which currently comprises a Non-executive Chairman, Chief Executive Officer, Director of Capital Markets, Chief Technology Officer, Chief Financial Officer and three additional Non-executive Directors. The Board collectively possesses considerable investment, commercial and financial experience, with particular expertise in the development of IP based businesses.

The Board is supported by an experienced management team, including a highly qualified team specialising in the life or physical sciences sectors that has primary responsibility for sourcing, evaluating and building new and early stage opportunities (comprising incubation and seed). In addition, the Group leverages its extensive network of highly experienced individuals with expertise spanning financial, technical, industry and academic specialisms, as well as its own in-house recruitment capability, to build and strengthen the boards of the Group's spin-out companies.

3.   Background to, and reasons for, the Placing and Open Offer

The Group has built a platform for the systematic commercialisation of leading technology innovations which, to date, have been primarily sourced from within universities with which the Group has exclusive contractual arrangements.

The Board believes that there now exists a significant opportunity to accelerate the growth of the Group by increasing its overall rate of investment in both its current portfolio and in new early stage opportunities that progress to the post-seed stage, whilst still seeking to preserve the returns that it has historically been able to achieve. As companies within the Group's portfolio mature, they are expected to require an increased level of investment, commensurate with their advancing stage of development, in order to achieve their technical, commercial and strategic objectives. The Board expects that, where such companies continue to make progress towards achieving these objectives, there will be advantages for the Group in maintaining significant minority equity stakes in these companies in order to seek to maximise its level of returns.

The Board considers that the Group is in a highly advantageous position to assess the merits of further investments in its post-seed portfolio companies, given its well-established and in-depth understanding of the relevant company in each case. These investment opportunities are typically more mature (in that technology proof of concept has generally been achieved and demonstrated) and additional capital is required to bring the technology to, or towards, commercial validation. In the opinion of the Board, such investments will provide the Group with opportunities to generate strong equity returns.

The Group will continue to seek to identify compelling IP based opportunities arising out of its current long-term university partnerships. In addition, the Group may source further opportunities from other research intensive institutions and may explore the possibility of further partnerships or other collaborative arrangements with such institutions.

4.   Use of Proceeds

The Group is proposing to raise £55 million (before expenses) in order to:

§ increase the Group's overall rate of investment into its portfolio;

§ enable the Group to maintain or increase its stakes through subsequent financing rounds in those post-seed investment opportunities which the Board considers to be the most promising; and

§ continue to expand its access to, and provide capital to enable the development of, technology originating from its partner universities or other research intensive institutions (including, where appropriate, through the establishment of new partnerships or other collaborative relationships with such institutions).

In addition, it is possible that the Group may use some of the proceeds of the Placing and Open Offer to expand its fund management operations should the opportunity arise and be deemed by the Directors to be in the Group's best interests (although no such opportunity has been identified as at the date of this announcement).

The Directors believe that the Group's increased balance sheet capacity as a result of the Placing and Open Offer will enable it to capitalise on the post-seed venture capital funding gap which is generally recognised to exist in the UK. The Placing and Open Offer should give the Group greater flexibility to lead subsequent investment rounds in existing and future post-seed companies, decreasing its reliance on external capital and allowing it to maintain significant minority equity stakes with a view to increasing returns.

Further, the Directors believe that the increased strength of its balance sheet following completion of the Placing and Open Offer will enhance the Group's ability to attract new early stage commercialisation opportunities from, and collaborations with, research intensive institutions and its ability to attract experienced management teams and co-investment partners, as appropriate, into portfolio companies as they develop.

The Board currently anticipates that it will utilise (subject, amongst other things, to the individual circumstances of, and rate of realisations obtained from, its portfolio companies) approximately 70 per cent. of the net proceeds of the Placing and Open Offer towards maintaining or increasing the Group's stakes through subsequent financing rounds in those post-seed investment opportunities which the Board considers to be the most promising and approximately 30 per cent. in continuing to expand access to, and provide capital to enable the development of, technology originating from its partner universities and other research intensive institutions (including, where appropriate, through the establishment of new partnerships and other collaborative relationships with such institutions).

5.   Current Trading and Prospects

The Directors believe the Group is continuing to successfully execute its strategy, with many of its portfolio companies making strong progress towards key milestones and, in particular, towards commercial validation by industrial partners. As at 2 June 2011, being the latest practicable date prior to the publication of this announcement, the Group had expanded its portfolio to 64 companies. During the period commencing on 1 January 2011 and ending on 2 June 2011 (being the latest practicable date prior to the publication of this announcement), the Group has invested approximately £4.9 million in aggregate in its portfolio and has made cash realisations of approximately £0.2 million.

The valuation of the Group's portfolio has benefited from the completion of a number of further external fundraisings, including, in 2010, the first two portfolio companies joining AIM since 2007 (being Tissue Regenix Group plc and Ilika plc), and, on 26 April 2011, the completion of Oxford Nanopore Technologies Limited's £25 million fundraising. In addition, several portfolio companies have achieved significant commercial milestones, such as Revolymer Limited's US launch of its Rev7™ removable and degradable "clean gum" early in 2011 and the positive opinion that it recently received from the European Food Safety Authority on the use of its Rev7™ polymer in chewing gum.

The Directors believe that the UK continues to produce a wealth of potentially world class IP from its universities and other research intensive institutions, a significant amount of which is being commercialised through the Group's platform. In the current economic climate, funding for higher risk, early stage businesses continues to be constrained and trading circumstances for small businesses remain difficult. However, against this backdrop, the Directors consider that the Group has an increasingly competitive position given its strong cash position and available funds under management and, in the opinion of the Directors, the majority of its portfolio businesses are progressing well.

The Group continues to expand its access to leading scientific innovation by broadening and deepening its arrangements with the UK's universities and other research intensive institutions. These arrangements continue to provide opportunities for the Group to invest in early stage projects and companies based on high impact technologies. The Board is confident that this flow of opportunities, coupled with the Group's increased ability to invest larger sums more frequently in its portfolio companies as a result of the Placing and Open Offer, will continue to drive the Group's growth. The Group is currently in discussions with a number of universities which may or may not lead to the Group entering into a formal agreement with the relevant university or department within the university.

6.   Principal Terms and Conditions of the Placing and Open Offer

The Company is proposing to raise approximately £53.3 million (net of expenses) by way of the Placing and Open Offer. 100,000,000 New Ordinary Shares will be issued through the Placing and 10,000,000 New Ordinary Shares will be issued through the Open Offer.

Open Offer

The Issue Price represents a discount of 3.25 pence (being approximately 6 per cent.) to the closing middle market price (as derived from the Daily Official List) of 53.25 pence per Ordinary Share on 2 June 2011 (being the last trading day prior to the publication of this announcement. The Open Offer has been fully underwritten by Numis Securities pursuant to the Placing Agreement.

Qualifying Shareholders are being given the opportunity on, and subject to, the terms and conditions of the Open Offer to apply for Open Offer Shares at the Issue Price, pro rata to their holdings of Existing Ordinary Shares on the Record Date on the basis of:

0.039 Open Offer Shares for every 1 Existing Ordinary Share

Qualifying Shareholders are also being given the opportunity, provided they take up their Open Offer Entitlements in full, to apply for Excess Shares through the Excess Application Facility up to a maximum number of Excess Shares equal to 1 times the number of Existing Ordinary Shares held in such Qualifying Shareholder's name as at the Record Date.

Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders in the Open Offer and fractional entitlements under the Open Offer will be rounded down to the nearest whole number of Open Offer Shares. Any fractional entitlements will be aggregated and sold in the market for the benefit of the Company.

Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their maximum Open Offer Entitlement which, in the case of Qualifying Non-CREST Shareholders, is equal to the number of Open Offer Entitlements as shown in Box 4 and Excess Open Offer Entitlements as shown in Box 7 on their Application Form, or, in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements or Excess Open Offer Entitlements credited to their stock account in CREST. Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements as soon as practicable after 8.00 a.m. on 6 June 2011. Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their entitlements under the Open Offer.

If applications under the Excess Application Facility are received for more than the total number of Open Offer Shares available following take up of the Open Offer Entitlements, such applications will be scaled back pro rata to the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility.

The Open Offer is conditional, amongst other things, on:

6.1         the passing, without amendment, of the Resolutions (other than the LTIP Resolution) at the General Meeting;

6.2         Admission taking place by no later than 8.00 a.m. on 23 June 2011 (or such later time and/or date as the Company and Numis Securities may agree, not being later than 7 July 2011); and

6.3         the Placing Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms.

Application has been made for the Open Offer Entitlements and Excess Open Offer Entitlements to be admitted to CREST. It is expected that the Open Offer Entitlements and Excess Open Offer Entitlements will be admitted to CREST at 8.00 a.m. on 6 June 2011. The Open Offer Entitlements and Excess Open Offer Entitlements will also be enabled for settlement in CREST at 8.00 a.m. on 6 June 2011. Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

Qualifying CREST Shareholders should note that, although the Open Offer Entitlements and Excess Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements and Excess Open Offer Entitlements may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that their Application Form is not a negotiable document and cannot be traded.

If Admission does not take place on or before 8.00 a.m. on 23 June 2011 (or such later time and/or date as the Company and Numis Securities may determine), the Open Offer will lapse, any Open Offer Entitlements and Excess Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders, and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest as soon as practicable thereafter.

Application has been made to the UK Listing Authority for the New Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective on 23 June 2011 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day.

Any Qualifying Shareholder who has sold or transferred all or part of his or her registered holding(s) of Existing Ordinary Shares prior to 5.00 p.m. on 2 June 2011 (the time when the shares are expected to be marked "ex-entitlement" by the London Stock Exchange) is advised to consult his or her stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for New Ordinary Shares under the Open Offer may be a benefit which may be claimed from him/her by the purchaser or transferee under the rules of the London Stock Exchange.

The New Ordinary Shares, when issued and fully paid, will rank in full for all dividends or other distributions declared, made or paid after Admission and otherwise will rank equally in all respects with the Existing Ordinary Shares. No temporary documents of title will be issued.

Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in Part III of the prospectus and, where relevant, on the applicable Application Form.

Excess Application Facility

The Excess Application Facility will enable Qualifying Shareholders, provided they take up their Open Offer Entitlements in full, to apply for Excess Shares through the Excess Application Facility, up to a maximum number of Excess Shares equal to 1 times the number of Existing Ordinary Shares held in such Qualifying Shareholder's name as at the Record Date, subject to availability, Qualifying Non-CREST Shareholders who wish to apply to acquire more than their Open Offer Entitlement should complete the relevant sections on the Application Form.

Qualifying CREST Shareholders will have Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer to paragraph 4.2.3 of Part III of the prospectus for information on how to apply for Excess Shares pursuant to the Excess Application Facility.

If applications under the Excess Application Facility are received for more than the total numbers of Open Offer Shares available following take up of the Open Offer Entitlements, such applications will be scaled back pro rata to the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility. The aggregate number of Open Offer Shares available for acquisition will not exceed 10,000,000 Open Offer Shares. The Open Offer is expected to raise £5 million before expenses.

Placing

IP Group is proposing to issue 100,000,000 Placed Shares pursuant to the Placing. The Placing has been fully underwritten by Numis Securities pursuant to the Placing Agreement, the principal terms and conditions of which are summarised in paragraph 14.14(a) of Part VII of the prospectus. The Placed Shares have been placed by Numis Securities, as agent for the Company, with Placees.

The Placed Shares do not form part of the Open Offer. The Placing is expected to raise £50 million before expenses.

The Placing is subject to the same conditions and termination rights as apply to the Open Offer.

Application will be made to the UK Listing Authority for the Placed Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the Placed Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective on 23 June 2011 and that dealings for normal settlement in the Placed Shares will commence at 8.00 a.m. on the same day.

The Placed Shares, when issued and fully paid, will rank in full in all respects for all dividends or other distributions declared, made or paid after Admission and otherwise will rank equally with the Existing Ordinary Shares.

7.   Effect of the Placing and Open Offer

In structuring the Placing and Open Offer, the Directors have carefully considered how to structure the proposed equity fundraising having regard to the current market conditions, the level of the Company's share price and the importance of pre-emption rights to Shareholders. After considering all these factors, the Directors have concluded that the Placing and Open Offer are the most suitable options available to the Company and its Shareholders. The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising by subscribing for Open Offer Shares pro rata to their holdings of Existing Ordinary Shares as at the Record Date.

Upon completion of the Placing and Open Offer, the New Ordinary Shares will represent approximately 30 per cent. of the Company's Enlarged Issued Share Capital and the Existing Ordinary Shares will represent approximately 70 per cent. of the Company's Enlarged Issued Share Capital. New Ordinary Shares issued through the Placing and New Ordinary Shares issued through the Open Offer will account for approximately 27.3 per cent. and 2.7 per cent. respectively of the Enlarged Issued Share Capital. The Resolutions (other than the LTIP Resolution) set out in the GM Notice must be passed at the General Meeting in order for the Placing and Open Offer to proceed.

Following the issue of the New Ordinary Shares, Qualifying Shareholders who take up their Open Offer Entitlements in full (without making any application under the Excess Application Facility) will experience a dilution of up to 27.3 per cent. in respect of their interests in the Company as a result of the Placing. Qualifying Shareholders who do not take up any of their Open Offer Entitlements will experience a dilution of approximately 30 per cent. in respect of their interests in the Company as a result of the Placing and Open Offer).

The Placing and Open Offer will result in an increase in cash and other short term funds of approximately £53.3 million resulting in a corresponding increase in the net assets of the Company. The attention of Shareholders is drawn to paragraph 2 of Part V of the prospectus for information on these changes.

Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying Shareholders should be aware that, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market on behalf of, or placed for the benefit of, Qualifying Shareholders who do not apply under the Open Offer.

8.   Related Party Transaction

Lansdowne Partners Limited, which holds 41,574,637 Existing Ordinary Shares (representing approximately 16.3 per cent. of the Existing Ordinary Shares), has agreed to subscribe up to £6 million in aggregate for New Ordinary Shares under the Placing (resulting in Lansdowne Partners Limited being interested in not more than 14.6 per cent. of the Enlarged Issued Share Capital).

As a consequence of Lansdowne Partners Limited's current interest in the Company, its proposed participation in the Placing is a related party transaction for the purposes of Chapter 11 of the Listing Rules and requires the prior approval of Independent Shareholders. Under Listing Rule 11.1.7 Lansdowne Partners Limited and its associates will not be allowed to vote on the relevant Resolution to approve its own related party transaction at the General Meeting.

9.    Changes to the LTIP

Following discussions with a number of the Group's significant Shareholders during 2010, the Remuneration Committee agreed to suspend the participation of the executive Directors in the IP Group Equity Bonus Scheme, under which participants received shares in the Group's portfolio companies. With effect from 1 October 2010, the executive Directors are instead incentivised solely through conditional awards of Ordinary Shares rather than through shares in the Group's underlying portfolio companies, which is considered to better align their interests with those of Shareholders. Conditional awards of Ordinary Shares will be made through the LTIP and such conditional awards will be subject to challenging performance conditions in order for them to vest. The LTIP is also used to make awards to the Group's employees other than the executive Directors.

In recognition of the suspension of the IP Group Equity Bonus Scheme and in order to ensure appropriate incentives for the Group's executive Directors, it is proposed that the limit on the value of shares over which an individual may receive awards under the LTIP be increased to up to four times his or her rate of basic salary in each financial year. This represents a change from the current limit of four times his or her rate of basic salary over three consecutive financial years. All awards made under the LTIP remain subject to the existing overall limit of 10 per cent. of the issued share capital of the Company from time to time.

It is also proposed to amend the rules of the LTIP to clarify that awards made under the scheme will ordinarily be subject to vesting conditions covering a three-year period (rather than it being possible for one third of each award to vest annually) and to confirm that the maximum level over which awards may be made in exceptional circumstances will be subject to the same limit proposed above, being up to four times the relevant rate of basic salary in each financial year.

The Remuneration Committee has considered this limit carefully and has taken into account the risks inherent in providing long term incentives and its obligations under the Corporate Governance Code. Further the Remuneration Committee has taken into consideration additional feedback received from certain other Shareholders as well as advisory groups such as PIRC and RREV on the vesting targets attaching to the 2010 LTIP awards and will be undertaking further consultation with Shareholders on specific vesting targets before awards are made in 2011. In addition, the Remuneration Committee is committed to ensuring that the proportion of each of the various components of the 2011 LTIP awards that will vest upon attainment of the relevant minimum vesting target (commonly referred to as threshold performance) will be no greater than 33 per cent. of such awards, reflecting current market practice.

The nature of the Group's business is such that the value of the underlying investments can fluctuate from year to year and the Remuneration Committee considers that a bias towards long term incentives rather than annual bonuses should provide a better correlation between performance and reward. Providing such incentives in the form of conditional awards of Ordinary Shares rather than cash will also minimise the cash used in retaining, incentivising and rewarding the Directors and the Group's employees.

The LTIP Resolution will therefore authorise the Board to amend the limit on the value of shares over which an individual may receive awards under the LTIP (including in exceptional circumstances) and to amend the rules to clarify that the vesting targets for awards shall ordinarily cover a three-year period.

10.  Proposals to be Voted on at the General Meeting

For the purposes of effecting the Placing and Open Offer, the Resolutions will be proposed at the General Meeting. At the end of the prospectus, shareholders will find a notice convening a General Meeting of the Company which is to be held at the Company's offices at 24 Cornhill, London EC3V 3ND at 2.00 p.m. on 21 June 2011. The full text of the Resolutions is set out in the GM Notice.

11.  Overseas Shareholders

The attention of Overseas Shareholders who have registered addresses outside the United Kingdom, or who are citizens of, or residents or located in, countries other than the United Kingdom, or who are holding Ordinary Shares for the benefit of such persons (including, without limitation, nominees, custodians and trustees), or have a contractual or legal obligation to forward this document, the Form of Proxy or the Application Form to such persons, is drawn to the information on the cover of this announcement and which appears in paragraph 6 of Part III of the prospectus.

In particular, Qualifying Shareholders who have registered addresses outside the UK, or who are citizens of, or resident or located in, countries other than the UK (including, without limitation, the US or any of the Excluded Territories) should consult their professional advisers as to whether they require any governmental or other consent or need to observe any other formalities to enable them to take up their entitlements in the Open Offer.

12.  UK Taxation

Certain information about UK taxation in relation to the Placing and Open Offer is set out in paragraph 13 of Part VII of the prospectus. If you are in any doubt as to your tax position, or you are subject to tax in a jurisdiction other than the United Kingdom, you should consult your own independent tax adviser without delay.

13.  Recommendation

The Board considers the Placing and Open Offer, the Related Party Transaction and the passing of the Resolutions to be in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be put to the General Meeting as they intend to do, or procure, in respect of their own beneficial holdings, amounting in aggregate to 2,450,632 Existing Ordinary Shares, representing approximately 0.96 per cent. of the Existing Ordinary Shares.

14.  Directors' Interests

All the Directors are participating in the Placing in respect of, in aggregate, 530,000 New Ordinary Shares, representing approximately 0.14 per cent. of the Enlarged Issued Share Capital.

Following the Placing and Open Offer, the Directors will beneficially own, in aggregate, 0.8 per cent. of the Enlarged Issued Share Capital. Further information on the Directors' participation can be found in paragraph 9.4 of Part VII of the prospectus.

APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION REGARDING THE PLACING FOR INVITED PLACEES ONLY

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICITON.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE 'QUALIFIED INVESTORS' AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT, CONTROLLED INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE PLACING AND/OR ISSUE OF PLACED SHARES PURSUANT TO THE PLACING IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT OR SEEKING TO PARTICIPATE IN THE PLACING MUST INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS AND MUST SATISFY THEMSELVES THAT IT IS LAWFUL FOR THEM TO DO SO. IN PARTICULAR, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN DO NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY PLACED SHARES IN THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE PLACED SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ACCORDINGLY, THE PLACED SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.  NO PUBLIC OFFERING OF SECURITIES INCLUDING THE PLACED SHARES IS BEING MADE IN THE UNITED KINGDOM, THE UNITED STATES OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED PURSUANT TO THIS ANNOUNCEMENT OR THE PLACING. THE PLACED SHARES ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION OTHER THAN TO QUALIFIED INVESTORS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACED SHARES.

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for the Placed Shares (the "Placees"), will be deemed to have read and understood this announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to take up Placed Shares has been given. In particular, each such Placee represents, warrants and acknowledges to the Company and Numis that:

a)      it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placed Shares that are allocated to it for the purposes of its business;

b)      in the case of any Placed Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (a) the Placed Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Numis has been given to each proposed offer or resale; or (b) where Placed Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placed Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

c)     it is outside of the United States and is subscribing for the Placed Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act) in reliance on Regulation S under the Securities Act.

The Company and Numis will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings.

This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, any of the Excluded Territories or in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

The Placed Shares have not been and will not be registered under the Securities Act or any states securities laws.  Unless so registered, the Placed Shares may not be offered or sold within the United States except in a transaction that is exempt from, or not subject to, the registration requirements of the Securities Act.  The Placed Shares are only being offered and sold in offshore transactions in accordance with Regulation S under the Securities Act. 

The Placed Shares have not been approved or disapproved by the US Securities and Exchange Commission or any other securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placed Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of any of the Excluded Territories. Accordingly, the Placed Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into any of the Excluded Territories or any other jurisdiction outside of the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have contractual or other legal obligation to forward a copy of this Appendix or the announcement of which it forms part should seek appropriate professional advice before taking any action.

Details of the Placing Agreement and the Placed Shares

Numis Securities Limited ("Numis") has entered into a placing agreement (the "Placing Agreement") with the Company under which Numis has undertaken, on the terms and subject to the conditions set out therein, to act as placing agent for the Company and to use its reasonable endeavours to procure Placees to take up the Placed Shares or, failing which, to subscribe for Placed Shares.

Numis, as the Company's agent, is offering the Placed Shares to certain existing institutional shareholders and certain other potential institutional investors via the Placing at the Placing Price. 

Each Placee will be required to pay to Numis the Placing Price as the subscription sum for each Placed Share agreed to be subscribed by it under the Placing in accordance with the terms set out in this Appendix.  Each Placee's obligation to subscribe and pay for Placed Shares under the Placing will be owed to Numis.  Each Placee will be deemed to have read this announcement in its entirety.

To the fullest extent permitted by law and applicable FSA rules, neither Numis nor any other person being (i) an undertaking which is a subsidiary undertaking of Numis, (ii) a parent undertaking of Numis or (other than Numis) a subsidiary undertaking of any such parent undertaking, or (iii) a director, officer, agent or employee of any such person ("Numis Person") will have any liability to Placees or to any person other than the Company in respect of the Placing.

The Company has undertaken that the Placed Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of two pence per share in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, paid or made on or in respect of the Ordinary Shares after the date of issue of the Placed Shares, together with all rights attaching to them and free from all liens, charges and encumbrances of any kind.

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

Application for Admission to Trading

Application will be made to the FSA for the admission of the Placed Shares to the Official List of the UK Listing Authority and to London Stock Exchange plc for the admission to trading of the Placed Shares on its main market for listed securities ("Admission").  It is expected that Admission will become effective on or around 8.00 a.m. on 23 June 2011 and that dealings in the Placed Shares will commence at that time.

Participation in, and principal terms of, the Placing

1.   Numis (whether directly or through its affiliates) is arranging the Placing of the Placed Shares as the Company's agent.

2.   Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis. Numis and its respective affiliates are entitled to participate as principal in the Placing.

3.   The Placing Price is 50 pence per Placed Share.

4.   Each prospective Placee's allocation will be confirmed to the Placee orally by Numis, and a written confirmation will be despatched as soon as possible thereafter. The oral confirmation to such Placee shall constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of Numis and the Company to acquire the number of Placed Shares allocated to it at the Placing Price on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association.

5.  Each prospective Placee's allocation of Placed Shares and commitment will be evidenced by a contract note issued to such Placee by Numis and the terms of this Appendix will be deemed to be incorporated in that contract note.

6.   Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Numis, to pay to Numis (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and such number of Placed Shares that such Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee.

7.   Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placed Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

8.   All obligations under the Placing will be subject to Admission becoming effective not later than 8.00 a.m. on 23 June 2011 (or such later date as the Company and Numis may agree, being not later than 8.00 a.m. on 7 July 2011) and to the Placing Agreement having become unconditional in all respects and to the Placing Agreement not being terminated on the basis referred to below under "Right to terminate Placing Agreement".

9.   By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

10. To the fullest extent permissible by law and applicable rules of the FSA, neither Numis nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise, whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placed Shares to the Placees and Numis shall have no liability to the Placees for any failure by the Company to fulfil these obligations.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Numis' obligations under the Placing Agreement are conditional on, inter alia:

a)         the Company allotting, subject only to Admission (as defined below) the Placed Shares in accordance with the Placing Agreement; and

b)         Admission (as defined below) becoming effective by not later than 8.00 a.m. on 23 June 2011 (or such later date as the Company and Numis may agree, being not later than 8.00 a.m. on 7 July 2011).

If the conditions in the Placing Agreement are not satisfied or (where applicable) waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Numis may agree), or the Placing Agreement is terminated in accordance with its terms (see below), the Placing will lapse and each Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof. By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Right to terminate the Placing Agreement" below and will not be capable of rescission or termination by it after oral confirmation by Numis as referred to above.

Numis may, in its absolute discretion and on such terms as it thinks appropriate, waive fulfilment of, in whole or in part, or (with the agreement of the Company) extend the time and/or date for fulfilment by the Company of any or all of the conditions to the Placing Agreement (to the extent permitted by law or regulations) by giving notice in writing to the Company save that certain conditions, including the above condition relating to Admission taking place, may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

None of Numis, or any Numis Indemnified Person or the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally.

Right to terminate the Placing Agreement

Numis is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including a material breach of the warranties given to Numis in the Placing Agreement, the failure by the Company to comply with its obligations under the Placing Agreement or the occurrence of a force majeure event.

If the obligations of Numis with respect to the Placing are terminated in the manner contemplated above, the rights and obligations of each Placee shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

The rights and obligations of the Placees will terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances.

By participating in the Placing, Placees agree that the exercise by Numis of any right of termination shall be within Numis' absolute discretion and that Numis need not make any reference to Placees and that neither Numis or any Numis Indemnified Person, nor the Company shall have any liability to Placees whatsoever in connection with any such exercise by Numis and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of Numis.

Registration and Settlement

Participation in the Placing is only available to persons who are invited to participate in it by Numis.

Settlement of transactions in the Placed Shares (ISIN: GB00B128J450) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions.  Numis and the Company reserve the right to require settlement for, and delivery of, the Placed Shares (or a portion of them) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Placed Shares in the Placing will be sent a written confirmation in accordance with the standing arrangements in place with Numis stating the number of Placed Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Numis.

It is expected that the "trade date" for settlement purposes will be 21 June 2011 in respect of the Placed Shares and the "settlement date" will be 23 June 2011, on a delivery versus payment basis.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the prevailing 3 month sterling LIBOR rate as determined by Numis.

Each Placee is deemed to agree that if it does not comply with these obligations, Numis may at its sole discretion place any or all of the Placed Shares allocated to that Placee with other acquirers or sell any or all of such Placed Shares on such Placee's behalf and retain from the proceeds, for Numis' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due.  The relevant Placee will, however, remain liable for any shortfall between the net proceeds of such placing or sale and the placing proceeds of such Placed Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's Placed Shares on its behalf. Each Placee confers on Numis all such authorities and powers as are necessary to carry out any such sale and agrees to ratify and confirm all actions which Numis lawfully takes in pursuance of such sale.

If Placed Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the written confirmation is copied and delivered immediately to the relevant person within that organisation. 

Insofar as Placed Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placed Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. 

Each Placee's entitlement to receive any Placed Shares will be conditional upon Numis' receipt of payment by the time to be stated in the written confirmation or by such later time and date as Numis may in its absolute discretion determine, and otherwise in accordance with that confirmation's terms. Numis may, in its absolute discretion, waive such condition, and will not be liable to the Placee in the event of it deciding whether to waive or not to waive such condition.

Representations and Warranties

By agreeing with Numis to subscribe for Placed Shares under the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, acknowledges, confirms and undertakes to, and agrees with (for itself and for any such respective Placee) each of the Company and Numis, in each case as a fundamental term of the Placee's application for Placed Shares and of the Company's obligation to allot and/or issue any Placed Shares to the Placee or at the Placee's direction, that:

(a)      it is, or at the time the Placed Shares are acquired that it will be, the beneficial owner of such Placed Shares, or that the beneficial owner of such Placed Shares is not a resident of anyof the Excluded Territories or the United States;

(b)      the Placed Shares have not been and will not be registered under the securities legislation of the United States and any of the Excluded Territories and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

(c)      it has read this announcement in its entirety and that its purchase of the Placed Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;

(d)      its rights and obligations in respect of the Placing are irrevocable and legally binding and will terminate only in the circumstances described in this Appendix and will not be subject to rescission or termination by it in any circumstances;

(e)      the announcement, which has been issued by the Company, is the sole responsibility of the Company;

(f)       it has made its own assessment of the Company, the Placed Shares and the terms of the Placing based on information contained in the Prospectus, such information being all that it deems necessary to make an investment decision in respect of the Placing;

(g)      it has not relied on any representation or warranty in reaching its decision to subscribe Placed Shares under the Placing, save as given or made by the Company in the announcement in relation to the Placed Shares, the Company and any other member of the Company's group in connection with the Placing, and in particular, it has not been, and will not be, given any warranty or representation by any Numis Indemnified Person in relation to any Placed Shares, the Company or any other member of the Company's group or anyone on their behalf and no Numis Indemnified Person nor the Company, or any other member of its group or their respective directors, officers, agents and employees will have any liability to it for any information which has otherwise been published by or on behalf of the Company or for any decision by it to participate in the Placing based on any such information or on any other information provided to it save, in the case of the Company, the announcement which is its sole responsibility;

(h)      other than the content of the announcement (including this Appendix) and the Prospectus, which are exclusively the responsibility of the Company, it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (or its affiliates) or Numis or any Numis Indemnified Person or any other person (nor has it requested that Numis, the Company or any of its affiliates or any Numis Indemnified Person or any person acting on behalf of any of them to provide it with any such information) and none of Numis or any Numis Indemnified Person, the Company (or its affiliates) nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received;

(i)       the Company's ordinary shares are listed on the Official List of the UK Listing Authority and the Company is therefore required to publish certain business and financial information in accordance with rules and practices of the UK Listing Authority which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

(j)       it is not, and does not regard itself as being, a client of Numis in relation to the Placing and Numis is not acting for it in connection with the Placing and Numis will not be responsible to it in respect of the Placing for providing protections afforded to their respective clients;

(k)      the exercise by Numis of any of its rights or discretions under the Placing Agreement shall be within the absolute discretion of Numis and Numis need not have any reference to the Placee and shall have no liability to the Placee whatsoever in connection with any decision to exercise or not to exercise any such right and the Placee agrees that it has no rights against any of Numis or the Company or any of their respective directors and employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999;

(l)       it will pay the full subscription amount as and when required in respect of all Placed Shares allocated to it (failing which the relevant Placed Shares may be placed with other Placees or sold as Numis may in its sole discretion determine without liability to such Placee) and will do all things necessary on its part to ensure that payment for such shares and their delivery to it or at its direction is completed in accordance with the CREST instructions (or, where applicable, certificated settlement instructions) that it has in place with Numis or will put in place with Numis with its agreement;

(m)     it is entitled to subscribe for Placed Shares under the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1993, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering Regulations 2007 (the "Regulations")) and has capacity and authority to give its commitment to subscribe for the Placed Shares and perform its obligations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and it will provide promptly to Numis such evidence, if any, as to the identity or location or legal status of any person which Numis may request from it in connection with the Placing (for the purpose of its complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Numis on the basis that any failure by it to do so may result in the number of Placed Shares that are to be allotted and/or issued to it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Numis may decide at its sole discretion;

(n)      it has complied and will comply with all applicable provisions of the FSMA with respect to anything done or to be done by it in relation to any Placed Shares in, from or otherwise involving the United Kingdom and it has not made or communicated or caused to be made or communicated, and it will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to Placed Shares in contravention of section 21 of FSMA;

(o)      it falls within Article 19(5) and/or 49 (2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or it is otherwise a person at or to whom any communication relating to the Company that is a "financial promotion" (as such term is used in relation to FSMA) may lawfully be issued, directed or otherwise communicated without the need for it to be approved, made or directed by an "authorised person" as referred to in FSMA and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

(p)      it is a Qualified Investor;

(q)      it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placed Shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) FSMA;

(r)       it has not offered or sold and will not offer or sell any Placed Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive;

(s)      in the case of any Placed Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (a) the Placed Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Numis has been given to each proposed offer or resale; or (b) where Placed Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placed Shares to it is not treated under the Prospectus Directive as having been made to such persons;

(t)       (i) it is not acting in relation to the Placing as nominee or agent for a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5% (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to it, or any person specified by it for registration as holder, of Placed Shares will not give rise to a liability under any such section, (ii) the person whom it specifies for registration as holder of Placed Shares will be it or its nominee or (as applicable) the person for whom it is acting or its nominee, (iii) it and any person for whom it is acting will acquire Placed Shares on the basis that they will be allotted to the CREST stock account of Numis and that Numis will then hold them as settlement agent and as nominee for it or such person until settlement in accordance with Numis' settlement instructions, (iv) payment for Placed Shares will be made simultaneously on their receipt in its stock account on a delivery versus payment basis, and (v) neither Numis nor the Company will be responsible to it or anyone else for any liability to pay stamp duty or stamp duty reserve tax resulting from any breach of, or non-compliance, with this paragraph;

(u)      it will not treat any Placed Shares in any manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of its participation in the Placing will contravene any legislation applicable in any territory or jurisdiction in any respect or cause the Company or Numis to contravene any such legislation in any respect;

(v)      (applicable terms and expressions used in this paragraph have the meanings that they have in Regulation S made under the Securities Act) (1) the Placed Shares have not been and will not be registered under the Securities Act or any state securities laws, (2) the Placed Shares may not be offered, sold, resold, or delivered, directly or indirectly, into or within the United States or to any US person (as such term is defined in Regulation S under the US Securities Act), (3) it is not within the United States and it is not a US person (as such term is defined in Regulation S under the Securities Act), (4) it has not offered, sold or delivered and will not offer sell or deliver any of the Placed Shares to persons within the United States, directly or indirectly, (5) neither it, its affiliates (as such term is defined under Rule 501(b) under the Securities Act), nor any persons acting on its behalf, have engaged or will engage in any directed selling efforts with respect to the Placed Shares, (6) it will not be subscribing for Placed Shares with a view to resale in or into the United States, and (7) it will not distribute this announcement or any offering material relating to Placed Shares, directly or indirectly, in or into the United States or to any US persons (as such term is defined in Regulation S under the Securities Act);

(w)     it will (or will procure), if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure and Transparency Rules;

(x)      Numis may (at its absolute discretion) satisfy its obligations to procure Placees by themselves agreeing to become a Placee in respect of some or all of the Placed Shares or by nominating any other Numis Indemnified Person or any person associated with any Numis Indemnified Person to do so or by allowing officers of the Company and/or employees of Group companies to subscribe Placed Shares under the Placing at the Placing Price;

(y)      time is of the essence as regards its obligations under this Appendix;

(z)      this Appendix and any contract which may be entered into between it and Numis and/or the Company pursuant to it or the Placing will be governed by and construed in accordance with the laws of England, for which purpose it submits (for itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company and Numis will have the right to bring enforcement proceedings in respect of any judgment obtained against it in the English courts or in the courts of any other relevant jurisdiction;

(aa)    each right or remedy of the Company or Numis provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;

(bb)    it will indemnify and hold the Company, Numis and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and the provisions of this Appendix shall survive after completion of the Placing;

(cc)    any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Numis;

(dd)    nothing in this Appendix will exclude any liability of any person for fraud upon its part and all times and dates in this announcement are subject to amendment at the discretion of Numis; and

(ee)    none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to subscribe for any Placed Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing shall affect any of its obligations in respect of the Placing.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends upon the settlement relating only to a subscription by it and/or such person direct from the Company for the Placed Shares in question. Such agreement assumes that the Placed Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placed Shares into a clearance service and will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986. If there are any such arrangements, or the settlement relates to any other dealing in the Placed Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Numis will be responsible. If this is the case, each Placee should seek its own advice and notify Numis accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold Numis and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

In addition, Placees should note that they will be liable for, and each Placee agrees to indemnify on an after-tax basis and hold Numis and/or the Company and their respective affiliates harmless from, any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by such Placee or any other person on the subscription by them of any Placed Shares or the agreement by them to subscribe for any Placed Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges: (i) that Numis does not owe any fiduciary or other duties to any Placee with respect to it or its interests and accordingly, owes it no obligations of any nature whatsoever, other than those expressly set out in this Appendix; and (ii) that the Company, Numis and their affiliates and others will rely on the truth and accuracy of the foregoing representations, warranties, undertakings and acknowledgements.

When a Placee or person acting on behalf of the Placee is dealing with Numis, any money held in an account with Numis on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Numis' money in accordance with the client money rules and will be used by Numis in the course of its own business and the Placee will rank only as a general creditor of Numis.

All times and dates in this announcement may be subject to amendment. Numis shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

APPENDIX II

DEFINITIONS AND GLOSSARY

The following definitions apply throughout this announcement, unless the context otherwise requires:

"Admission"	the admission of the New Ordinary Shares: (i) to the Official List and (ii) to trading on the London Stock Exchange's main market for listed securities, becoming effective in accordance, respectively, with LR 3.2.7G of the Listing Rules and paragraph 2.1 of the Admission and Disclosure Standards
"Admission and Disclosure Standards"	the requirements contained in the publication "Admission and Disclosure Standards" containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities
"AIM"	the AIM Market of the London Stock Exchange
"Application Form"	the personalised application form on which Qualifying Non-CREST Shareholders who are registered on the register of members of the Company at the Record Date may apply for Open Offer Shares under the Open Offer
"Board"	the board of directors of the Company
"certified" or "certificated form"	a share or security which is not in uncertificated form
"Company" or "IP Group"	IP Group plc, a company incorporated in England and Wales with registered number 04204490
"Corporate Governance Code"	the UK Corporate Governance Code published by the Financial Reporting Council in June 2010
"CREST"	the relevant system, as defined in the CREST Regulations, and the holding of shares in uncertificated form in respect of which Euroclear is the operator (as defined in the CREST Regulations)
"Daily Official List"	the daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange
"Directors"	the current directors of the Company whose names are set out in the prospectus
"Disclosure and Transparency Rules"	the disclosure and transparency rules of the UK Listing Authority made in accordance with section 73A of FSMA, as amended from time to time
"EEA"	the European Economic Area
"Enlarged Issued Share Capital"	the issued ordinary share capital of the Company following completion of the Placing and Open Offer (assuming, where necessary, that the Open Offer is fully subscribed and no provisional awards of Ordinary Shares vest under the LTTP between the date of posting of this document and the completion of the Placing and Open Offer)
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"Excluded Territory" or "Excluded Territories"	Australia, Canada, Japan, New Zealand and the Republic of South Africa
"Existing Ordinary Shares"	the Ordinary Shares in issue as at the date of this document
"Form of Proxy"	the form of proxy accompanying this document for use by Shareholders in relation to the General Meeting
"FSA"	the Financial Services Authority of the United Kingdom
"FSMA"	the Financial Services and Markets Act 2000, as amended
"Fusion IP"	Fusion IP plc, a company incorporated in England and Wales with registered number 05275732
"General Meeting"	the general meeting of the Company convened for 2.00 p.m. on 21 June 2011, notice of which is set out in the prospectus
"GM Notice"	the notice of General Meeting set out in the prospectus
"Group"	the Company and its subsidiaries from time to time
"Issue Price"	50 pence per New Ordinary Share
"Listing Rules"	the rules and regulations made by the FSA under Part VI of FSMA, as amended from time to time
"London Stock Exchange"	London Stock Exchange plc
"LTIP"	the Long Term Incentive Plan adopted by the Shareholders at the annual general meeting in 2007
"LTIP Resolution"	the ordinary resolution to be proposed at the General Meeting in respect of a possible amendment to the rules of the LTIP and as set out in the GM Notice as Resolution 4
"Money Laundering Regulations"	The Money Laundering Regulations 2007 (SI 2007/2157), as amended from time to time
"New Ordinary Shares"	the new Ordinary Shares to be issued by the Company pursuant to the Placing and Open Offer and "New Ordinary Shares" means any one of them
"Numis" or "Numis Securities"	Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT, acting as sponsor, financial adviser, underwriter and broker
"Official List"	the Official List of the FSA pursuant to Part VI of FSMA
"Open Offer"	the offer to Qualifying Shareholders, constituting an invitation to apply for the Open Offer Shares on the terms and subject to the conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders, in the Application Form
"Open Offer Entitlement"	an entitlement to apply for Open Offer Shares allocated to a Qualifying Shareholder pursuant to the Open Offer
"Open Offer Shares"	the 10,000,000 Ordinary Shares to be offered to Qualifying Shareholders under the Open Offer
"Ordinary Shares"	the ordinary shares of 2 pence each in the share capital of the Company (including, if the context requires, the New Ordinary Shares)
"Overseas Shareholders"	Shareholders with registered addresses outside the UK or who are citizens or residents of, or located in, countries outside the UK
"Placed Shares"	the 100,000,000 Ordinary Shares which the Company is proposing to issue to Placees in the Placing
"Placees"	any persons who have agreed or shall agree to subscribe for Placed Shares pursuant to the placing
"Placing"	the subscription by the Placees for the Placed Shares
"Placing Agreement"	the Placing Agreement dated 3 June 2011 between (1) IP Group and (2) Numis Securities, further details of which are set out in the prospectus
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares in uncertificated form in CREST
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares in certificated form
"Qualifying Shareholders"	holders of Ordinary Shares on the register of members of the Company at the Record Date with the exclusion (subject to certain exceptions) of persons with a registered address or located or resident in the US or an Excluded Territory
"Record Date"	5.00 p.m. on 2 June 2011
"Related Party Transaction"	the proposed participation of Lansdowne Partners Limited in the Placing, more particularly described in paragraph 8 of Part I of the prospectus
"Remuneration Committee"	the remuneration committee established by the Board
"Resolutions"	the ordinary and special resolutions to be proposed at the General Meeting set out in the GM Notice
"Shareholders" and each a "Shareholder"	holders of Ordinary Shares
"Technikos"	Technikos LLP, a limited liability partnership registered in England and Wales with number OC319725
"UK Listing Authority" or "UKLA"	the FSA acting in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"University of Oxford"	the Chancellor, Masters and Scholars of the University of Oxford
"US Securities Act"	the US Securities Act of 1933, as amended
"US Securities and Exchange Commission"	the US government agency having primary responsibility for enforcing the federal securities laws and regulating the securities industry/stock market
All references to "pounds", "pounds sterling", "sterling", "£", "pence" and "p" are to the lawful currency of the UK.
All references in this document to times are, unless the context otherwise requires, references to the time in London, UK.

 

END

 

 

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