Issue of Equity

RNS Number : 6538X

IP Group PLC

27 November 2017

 

FOR RELEASE ON

27 November 2017

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014.

IP Group plc - Issue of Equity and Director / PDMR shareholding

On 20 June 2017, IP Group plc ("IP Group") announced the terms of an offer to be made by IP Group for the whole of the issued and to be issued share capital of Touchstone Innovations plc ("Touchstone"). The offer document in relation to the Offer was posted to shareholders on 18 July 2017 ("Offer Document").

Further to the announcement made on 18 October 2017 that the Offer had become unconditional in all respects, a further 268,116 New Shares have been issued in connection with the Offer.

Deferred Bonus Share Plan

In addition, IP Group announces that it has issued 288,475 new ordinary shares of 2p each following the exercise of nil cost options awarded under the Company's 2014 and 2016 Deferred Bonus Share Plans by certain of the Company's executive directors and other employees on 24 November 2017. The executive directors have sold sufficient of these shares to meet their respective tax liabilities and have retained the balance.

Touchstone 2016 LTIP - share issue

Furthermore, IP Group announces that it has issued a further 507,143 new ordinary shares of 2p each, as a result of the conversion of Touchstone Innovations shares which were issued under the rules of the Imperial Innovations 2016 Long Term Incentive Plan, which stated that one third of the shares comprised in the 2016 awards granted over shares in Touchstone under the 2016 LTIP, would become immediately exercisable upon the Offer being wholly unconditional.

As a result of these separate issuances, an application has been made to the Financial Conduct Authority for admission of the 1,063,734 new ordinary shares to the premium listing segment of the Official List maintained by the UK Listing Authority and to the London Stock Exchange. It is expected that admission will take place at 8:00am on 30 November 2017.

Shares in issue

Following admission of the Shares, the Company will have 1,056,495,474 ordinary shares in issue.

A further 888,113 New Shares will be issued as further acceptances are received in respect of the Offer and as Touchstone Shares are compulsorily acquired pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act. Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

Director / PDMR Shareholding

Following the exercise of options under the 2014 and 2016 Deferred Bonus Share Plans, the Company has been notified of the following transactions in the Company's ordinary shares of 2 pence each undertaken by Directors/Persons Discharging Managerial Responsibilities.

The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Alan Aubrey Mike Townend Greg Smith David Baynes Sam Williams Peter Grant Angela Leach Alison Fielding
2	Reason for the notification
a)	Position/status	Director        Chief Executive Officer Director        Chief Investment Officer Director        Chief Financial Officer Director        Chief Operating Officer PDMR          Head, Biotech PDMR          Managing Director, New Business & Partnerships PDMR          General Counsel & Company Secretary PDMR          Director, IP Impact
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IP Group plc
b)	Legal Entity Identifier	213800HG22UM138WFG43
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450
b)	Nature of the transaction	Exercise of options in connection with the 2014 and 2016 DBSP Awards
c)	Currency	GBP
d)	Price(s) and volume(s)	Name(s) Price(s) Volume(s) Alan Aubrey Nil cost option 75,747 Mike Townend Nil cost option 48,005 Greg Smith Nil cost option 38,230 David Baynes Nil cost option 25,981 Sam Williams Nil cost option 23,224 Peter Grant Nil cost option 22,423 Angela Leach Nil cost option 35,240 Alison Fielding Nil cost option 15,162
e)	Aggregated information -Aggregated volume - Price - Aggregated total	284,012 shares N/A N/A
f)	Date of the transaction	24 November 2017
g)	Place of the transaction	London Stock Exchange, Main Market

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Alan Aubrey Mike Townend Greg Smith David Baynes Sam Williams Peter Grant Angela Leach Alison Fielding
2	Reason for the notification
a)	Position/status	Director        Chief Executive Officer Director        Chief Investment Officer Director        Chief Financial Officer Director        Chief Operating Officer PDMR          Head, Biotech PDMR          Managing Director, New Business & Partnerships PDMR          General Counsel & Company Secretary PDMR          Director, IP Impact
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IP Group plc
b)	Legal Entity Identifier	213800HG22UM138WFG43
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450
b)	Nature of the transaction	Sale
c)	Currency	GBP
d)	Price(s) and volume(s)	Name(s) Price(s) Volume(s) Alan Aubrey 138p 35,684 Mike Townend 138p 22,620 Greg Smith 138p 18,010 David Baynes 138p 12,214 Sam Williams 138p 23,224 Peter Grant 138p 22,423 Angela Leach 138p 35,240 Alison Fielding 138p 15,162
e)	Aggregated information -Aggregated volume - Price - Aggregated total	184,577 shares 138p £254,716.26
f)	Date of the transaction	24 November 2017
g)	Place of the transaction	London Stock Exchange, Main Market

For more information, please contact:

IP Group plc	www.ipgroupplc.com
Alan Aubrey, Chief Executive Officer Greg Smith, Chief Financial Officer Liz Vaughan-Adams, Communications	[phone] [phone]/[phone]
Rothschild (Lead Financial Adviser)	[phone]
Warner Mandel Anton Black
Numis Securities Limited (Sponsor, Joint Financial Adviser and Broker)	[phone]
Michael Meade James Black Freddie Barnfield
Charlotte Street Partners
Andrew Wilson Martha Walsh	[phone] [phone]

Notes for editors

About IP Group

IP Group is a leading intellectual property commercialisation company which focuses on evolving great ideas, mainly from its partner universities, into world-changing businesses. The Group has pioneered a unique approach to developing these ideas and the resulting businesses by providing access to business building expertise, capital (through its 100%-owned FCA-authorised subsidiaries IP Capital and Parkwalk Advisors), networks, recruitment and business support. IP Group has a strong track record of success and its portfolio comprises holdings in early-stage to mature businesses across four main sectors -- Biotech, Cleantech, Healthcare and Technology. The Company, which recently announced the acquisition of Touchstone Innovations plc, is listed on the Main Market of the London Stock Exchange under the code IPO.

For more information, please visit our website at www.ipgroupplc.com.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer, invitation or the solicitation of an offer or invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of securities of IP Group or Touchstone pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer is being implemented solely pursuant to the Offer Document which contains the full terms and conditions of the Offer. Any decision in respect of, or other response to, the Offer should be made on the basis of the information contained in the Offer Document. IP Group urges Touchstone Shareholders to read the Offer Document carefully because it contains important information in relation to the Offer, the New Shares and the Combined Group. This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Jurisdictions

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Unless otherwise determined by IP Group or required by the City Code, and permitted by applicable law and regulation, the availability of New Shares to be issued pursuant to the Offer to Touchstone Shareholders will not be made available, directly or indirectly, in, into or from the United States or any other Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Accordingly, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction.

The Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction. The availability of New Shares pursuant to the Offer to Touchstone Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Touchstone Shareholders who are in doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement is not for publication, distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

Important Notices Relating to Financial Advisers

Rothschild, which is authorised and regulated by the FCA in the UK, is acting exclusively for IP Group and no one else in connection with the Offer and will not be responsible to anyone other than IP Group for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Numis Securities Limited which is authorised and regulated by the FCA is acting exclusively for IP Group and no one else in connection with the Offer and Numis Securities Limited will not be responsible to anyone other than IP Group for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Documents Available for Inspection

A copy of this announcement is and will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on the investor relations section of IP Group's website www.ipgroupplc.com/investorrelations/ by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of the website referred to in this announcement are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) by writing to Freddie Barnfield at Numis at [e-mail] or by calling [phone] during normal business hours. It is important that you note that unless you make such a request, a hard copy of this announcement will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

ENDS

 

END

 

 

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