Publication of Prospectus

RNS Number : 0838H

IP Group PLC

10 March 2015

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW.  PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR DOCUMENT EQUIVALENT TO A PROSPECTUS, IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.  SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION AND THE SECURITIES DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

CAPITALISED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE PROSPECTUS.

10 March 2015

IP Group plc

("IP Group" or the "Company")

Publication of Prospectus and Notice of General Meeting

Further to this morning's announcement, IP Group announces that a prospectus relating to the Capital Raising (the "Prospectus") was approved by the UK Listing Authority (the "UKLA") earlier today.

The following documents are expected to be posted to Qualifying Shareholders today:

1.         the Prospectus and the Notice of General Meeting of the Company to be held at the office of the Company at 24 Cornhill, London EC3V 3NDat 10.00 a.m. on 26 March 2015;

2.         the Form of Proxy for use at the General Meeting; and

3.         the Application Form for use by Qualifying Shareholders whose Shares are in certificated form (as appropriate).

The Prospectus will shortly be made available on the Company's website www.ipgroupplc.com. Copies of the Prospectus will be available from the registered office of the Company at 24 Cornhill, London EC3V 3ND and at the offices of Pinsent Masons LLP, 30 Crown Place, London EC2A 4ES, during usual business hours on any day (except Saturdays, Sundays and public holidays) from the date of its publication until Capital Raising Admission, expected to take place on 27 March 2015.

A copy of the Prospectus will also be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM. 

Enquiries:

IP Group plc
Alan Aubrey, Chief Executive Officer	[phone]
Greg Smith, Chief Financial Officer	[phone]
Vicki Bradley, Communications	[phone]

Numis	[phone]
Michael Meade / Jamie Lillywhite (Corporate Finance)
Oliver Hemsley / James Black (Corporate Broking)

FTI Consulting	[phone]
James Melville-Ross Simon Conway Victoria Foster Mitchell

IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document.  Nothing in this announcement should be interpreted as a term or condition of the Open Offer.  Investors should not subscribe for or purchase any shares in the Open Offer except on the basis of the information contained in the Prospectus to be published shortly or which is incorporated by reference into the Prospectus.  The Prospectus, when published, will be made available on the Company's website (www.ipgroupplc.com) and will be available for inspection at: http://www.hemscott.com/nsm.do.

This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.

The information contained in this announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, New Zealand or The Republic of South Africa or in any jurisdiction where to do so would breach any applicable law.  The Capital Raising Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws. No public offer of the Capital Raising Shares is being made by virtue of this announcement into Australia, Canada, Japan, New Zealand, the Republic of South Africa or the United States or any other jurisdiction outside the United Kingdom in which such offer would be unlawful. No action has been or will be taken by the Company, Numis or any other person to permit a public offering or distribution of this announcement or any other offering or publicity materials or the Capital Raising Shares in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

The Capital Raising Shares and any entitlements pursuant to the Open Offer will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or the relevant laws of any state, province or territory of the United States. Unless so registered, the Capital Raising Shares and any entitlements pursuant to the Open Offer may not be offered, sold, taken up or exercised, within the United States except in a transaction that is exempt from, or not subject to, the registration requirements of the US Securities Act. There will be no public offer in the United States. Outside the United States, the Capital Raising Shares are being offered in reliance on Regulation S under the US Securities Act. The Capital Raising Shares are being offered within the United States only to persons reasonably believed to be either (i) qualified institutional buyers (within the meaning of Rule 144A under the US Securities Act) or (ii) accredited investors (as defined in Rule 501 of Regulation D under the US Securities Act) that, in each case, are qualified purchasers (as defined in Section 2(a)(51) of the US Investment Company Act of 1940, as amended).

This announcement has been issued by and is the sole responsibility of the Company.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for IP Group plc and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than IP Group plc for providing the protections afforded to clients of Numis, or for providing advice in relation to the contents of this announcement or any matters referred to herein.  Numis is not responsible for the contents of this announcement.  Numis has given and not withdrawn its written consent to the issue of this announcement with the inclusion of the reference to its name in the form and context in which it is included.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom 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 and regulations of any jurisdiction outside of the United Kingdom.

 

END

 

 

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