Publication and Posting of Scheme Document

RNS Number : 2206Z

IP Group PLC

04 February 2014

 



For immediate release

4 February 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Recommended offer

for

Fusion IP plc

by

IP Group plc

Publication and Posting of Scheme Document

On 23 January 2014, the boards of IP Group plc ("IP Group") and Fusion IP plc ("Fusion IP") announced that they had reached agreement on the terms of a unanimously recommended all share offer to be made by IP Group for the entire issued and to be issued share capital of Fusion IP not already owned by IP Group (the "Offer").  It was also announced that the Offer is to be effected by means of a scheme of arrangement of Fusion IP under Part 26 of the Companies Act 2006 (the "Scheme").  Unless otherwise defined herein, all capitalised terms shall have the meaning given to them in the Scheme Document (as defined below).

The board of Fusion IP is pleased to announce that the scheme document relating to the Offer (the "Scheme Document") is being posted to Fusion IP Shareholders today, 4 February 2014.  The Scheme Document contains, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, the expected timetable of principal events and details of actions to the taken by Fusion IP Shareholders.  Holders of Fusion IP Share Options and Fusion IP Warrants will shortly be sent further details of the actions they can take in respect of their holdings of such options or warrants.

As detailed in the Scheme Document, to become effective the Scheme requires the approval of Scheme Shareholders at the Court Meeting and the passing of the Fusion IP Resolution by Fusion IP Shareholders at the Fusion IP General Meeting.  Both the Court Meeting and the Fusion IP General Meeting will be held at the offices of Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA on 27 February 2014, with the Court Meeting to commence at 11.00 a.m. and the Fusion IP General Meeting to commence at 11.15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned).  Notices of the Court Meeting and the Fusion IP General Meeting are set out in appendices IX and X of the Scheme Document.

The Scheme Document, together with information incorporated by reference therein, and this announcement will be available, free of charge, subject to any applicable restriction relating to persons resident outside the United Kingdom, on the investor section of Fusion IP's website (www.fusionip.co.uk) and/or the investor section of IP Group's website (www.ipgroupplc.com), up to and including the Effective Date.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement or the Scheme Document.

The expected timetable of principal events is as follows:

Event	Time and/or Date
Latest time for lodging blue Forms of Proxy for the Court Meeting	11.00 a.m. on 25 February 2014
Latest time for lodging white Forms of Proxy for the Fusion IP General Meeting	11.15 a.m. on 25 February 2014
Voting Record Time for the Court Meeting and the Fusion IP General Meeting	6.00 p.m. on 25 February 2014
Court Meeting	11.00 a.m. on 27 February 2014
Fusion IP General Meeting	11.15 a.m. on 27 February 2014
Scheme Court Hearing (to sanction the Scheme)	17 March 2014
Last days of dealings in, and for registration of transfers of, and disablement in CREST of, Fusion IP Shares	18 March 2014
Reduction Record Time	6.00 p.m. on 18 March 2014
Suspension of dealings in Fusion IP Shares	8.00 a.m. on 19 March 2014
Reduction Court Hearing (to confirm the Capital Reduction)	19 March 2014
Effective Date of the Scheme	19 March 2014
Cancellation of admission to trading on AIM of, and cessation of dealings in, Fusion IP Shares	8.00 a.m. on 20 March 2014
New IPG Shares to be issued	8.00 a.m. on 20 March 2014
Admission of the New IPG Shares to listing in the premium segment of the Official List and commencement of dealings in the New IPG Shares on the London Stock Exchange's main market for listed securities	8.00 a.m. on 20 March 2014
CREST members' accounts credited  in respect of New IPG Shares in uncertificated form	as soon as possible after 8.00 a.m. on 20 March 2014
Latest date for dispatch of certificates and settlement through CREST in respect of New IPG Shares	within 14 days of the Effective Date
Long-stop date, being the date by which the Scheme must be implemented	1 May 2014

Notes:

These times and dates are indicative only and will depend on, amongst other things, on the date by which all Conditions are either satisfied or, where applicable, waived (including all necessary anti-trust clearances being obtained) and the dates on which the Court sanctions the Scheme and confirms the associated Capital Reduction.  If any of the expected dates change, Fusion IP will, unless the Panel otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service.  All references in the above timetable to times are to London time unless otherwise stated.

Fusion IP Shareholders should carefully read the Scheme Document, including the accompanying documents and all documents incorporated by reference in its entirety before making a decision with respect to the Scheme.

For further information please contact:

Fusion IP	[phone]
David Baynes, CEO
Stuart Gall, Press Relations
Cenkos Securities plc (Financial Adviser to Fusion IP)	[phone]
Bobbie Hilliam, Harry Pardoe (Corporate Finance)
Julian Morse (Sales)
IP Group plc	[phone]
Alan Aubrey, Chief Executive Officer
Greg Smith, Chief Financial Officer
Liz Vaughan-Adams, Communications	[phone] / [phone]
	[e-mail]
Numis Securities Limited (Financial Adviser to IP Group)	[phone]
Etienne Bottari / Michael Meade / Freddie Barnfield (Corporate Finance)
James Black (Corporate Broking)
FTI Consulting (IP Group's PR Adviser)	[phone]
James Melville-Ross
John Dineen

Important Notices

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Fusion IP in connection with the Offer and no one else and will not be responsible to anyone other than Fusion IP for providing the protections afforded to the clients of Cenkos nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as sponsor, corporate broker and financial adviser to IP Group and no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Offer and 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.

Neither this announcement nor the Scheme Document (or any accompanying documents) constitute or form part of any offer to sell or issue or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to these documents or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement and/or the accompanying documents come should inform themselves about, and observe, such restrictions.  Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.  This announcement, the Scheme Document  and the accompanying documents have been prepared for the purpose of complying with English law, the City Code and the AIM Rules and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales or if the City Code and/or the AIM Rules had not applied.  This announcement and the Scheme Document are governed by English law and are subject to the jurisdiction of the English courts.

The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.  Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Fusion IP Group, the IPG Group or the Enlarged Group, except where otherwise stated.

No person should construe the contents of this announcement as legal, tax or financial advice, and recipients of this announcement should consult with their own advisers as to the matters described in this announcement.

NOTICE TO US INVESTORS IN FUSION IP

The Offer relates to the shares of an English company that is a foreign private issuer (as defined under Rule 3b-4 under the US Exchange Act) and is being made by means of a scheme of arrangement provided for under English law.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.  Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, including the City Code and the AIM Rules, which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.  If, in the future, IP Group exercises the right to implement the Offer by way of a Takeover Offer, such offer will be made in compliance with applicable laws and regulations including US securities laws to the extent applicable.

No registration statement will be filed with the SEC or any state securities regulators in the US in connection with the Acquisition.

The IPG Shares and the New IPG Shares are not, and will not be, listed on any US securities exchange or registered under the US Exchange Act.  Accordingly, IP Group does not currently, and will not following the Effective Date, file any reports with the SEC pursuant to the periodic reporting requirements of the US Exchange Act.

The New IPG Shares to be issued under the Scheme have not been, and will not be, registered under the US Securities Act in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.

Section 3(a)(10) of the US Securities Act exempts from the registration requirements of the US Securities Act securities issued in exchange for one or more bona fide outstanding securities where the terms and conditions of the issuance and exchange of the securities have been approved by a court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear.  For the purpose of qualifying for this exemption from the registration requirements of the US Securities Act, IP Group and Fusion IP will advise the Court that IP Group will rely on the Section 3(a)(10) exemption based on the Court's sanctioning of the Scheme, which will be relied upon by IP Group as an approval of the Scheme following a hearing upon the fairness of the terms and conditions of the Scheme to Scheme Shareholders at which hearing all such shareholders are entitled to attend in person or through Counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such shareholders.

In certain circumstances, the US Securities Act imposes restrictions on the resale in the United States of New IPG Shares received pursuant to the Scheme. The restrictions on resale imposed by the US Securities Act will depend on whether the recipients of New IPG Shares are "affiliates" of IP Group. For purposes of the US Securities Act, an "affiliate" of IP Group is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, IP Group. "Control" means the possession, direct or indirect, of the power to direct or cause direction of the management and policies of an issuer, whether through the ownership of voting securities, by contract or otherwise.  Whether a person is an affiliate of a company for the purposes of the US Securities Act depends on the circumstances.  Scheme Shareholders who are not affiliates of IP Group after completion of the Scheme and were not affiliates of IP Group during the 90 days prior to the completion of the Scheme may freely resell in the United States New IPG Shares received pursuant to the Scheme.  Any Scheme Shareholder who is or becomes an affiliate of IP Group may not resell in the United States New IPG Shares received pursuant to the Scheme except in transactions permitted by the resale provisions of Rule 144 promulgated under the US Securities Act or another exemption from the registration requirements of the US Securities Act.

In addition, the New IPG Shares have not been, and will not be, registered under the securities laws of any state or other jurisdiction of the United States and, accordingly, will only be issued to the extent that exemptions from the registration or qualification requirements of state "blue sky" securities laws are available.

This announcement does not address any US federal income tax consequences of the Scheme to Scheme Shareholders who are citizens or residents of the United States. Fusion IP Shareholders who are citizens or residents of the United States should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme or, if IP Group decides to implement the Offer by way of a Takeover Offer in their particular circumstances.

DISCLOSURE OF DEALINGS

Opening position disclosure

Under Rule 8.3(a) of the 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 paper 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 paper 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 paper offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the 10th Business Day following the announcement in which any paper offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company, or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code.  A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES

A copy of this announcement and the Scheme Document (together with all documentation incorporated by reference) is, and will be, available during the course of the Offer, free of charge, subject to any applicable restrictions to persons in jurisdictions outside the United Kingdom, at Fusion IP's and IP Group's websites at http://www.fusionip.co.uk and http://www.ipgroupplc.com, respectively.

Save where expressly stated in this announcement, neither the contents of Fusion IP's website nor IP Group's website, nor those of any other website accessible from hyperlinks on either Fusion IP's or IP Group's website, are incorporated into, or form part of, this announcement.

You may request a hard copy of this announcement and/or the Scheme Document, together with any information expressly incorporated by reference in this announcement or the Scheme Document, and any of the accompanying documents by contacting Fusion IP's registrars, Capita Asset Services, on 0871 664 0321, if calling from within the United Kingdom, or, [phone], if calling from outside the United Kingdom.  Calls to the 0871 664 0321 number from within the United Kingdom cost 10 pence per minute from a BT landline; other providers or other network costs may vary.  Calls to the [phone] number from outside the United Kingdom will be charged at applicable international rates.  Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training.  Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday.  Alternatively you may submit a request in writing to Capita Asset Services at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham BR3 4TU, United Kingdom.  The helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

 

END

 

 

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