Result of Capital Raising

RNS Number : 9818Z

IP Group PLC

13 February 2014

 



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.

13 February 2014

IP Group plc

("IP Group" or the "Company")

Result of Capital Raising

On 23 January 2014, IP Group announced a proposed Firm Placing and Placing, Open Offer and Offer for Subscription (together the "Capital Raising") at a price of 165 pence per Capital Raising Share.

Shareholder approval of the Capital Raising was received at yesterday's General Meeting and given that there was demand significantly in excess of the initially proposed capital raise, the Directors have exercised their discretion to increase the size of the issue from £75.0m to £100.0m.  The Company will therefore issue 60,606,060 Capital Raising Shares, raising gross proceeds of £100.0million.   The issue of Capital Raising Shares will be split as follows:

·     30,303,030 Capital Raising Shares under the Firm Placing, raising gross proceeds of approximately £50.0 million

·     15,162,943 Capital Raising Shares taken up under the Open Offer raising gross proceeds of approximately £25.0 million

·      15,140,087 Capital Raising Shares under the Placing raising gross proceeds of approximately £25.0 million

Applications for Open Offer Entitlements under the Open Offer have been met in full. Excess Applications under the Open Offer were received for a total of 5,486,979 Excess Shares. Such applications have been scaled back so as to allow Qualifying Shareholders to receive a further 68.5% of their Open Offer Entitlements. Applications under the Offer for Subscription totalled 398,000 Capital Raising Shares but no shares are being allotted pursuant to the Offer for Subscription in view of the excess demand from existing shareholders and Placees. 

Miscellaneous

The Capital Raising remains conditional upon the Placing Agreement becoming unconditional in all respects and Capital Raising Admission occurring by not later than 8.00 a.m. on 14 February 2014 (or such later time and date as the Company and Numis may agree, not being later than 8.00 a.m. on 28 February 2014). Application has been made for the admission of 60,606,060 Capital Raising Shares to the Official List of the Financial Conduct Authority ("FCA") and to trading on the premium segment of the London Stock Exchange's main market for listed securities. It is expected that Admission and commencement of dealings in the Capital Raising Shares will become effective at 8.00 a.m. on 14 February 2014.

Capital Raising Shares in uncertificated form are expected to be credited to CREST accounts as soon as practicable after 8.00 a.m. on 14 February 2014 and definitive share certificates for the Capital Raising Shares in certificated form are expected to be dispatched by 21 February 2014.

The Capital Raising Shares, when issued and fully paid, will rank in full for all dividends or distributions made, paid or declared after the date of the Prospectus and otherwise pari passu in all respects with the Existing Shares.

The total issued share capital of IP Group following Admission will be 435,864,919 ordinary shares of 2 pence each. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Capitalised terms used in this announcement have the meanings given to them in the prospectus issued by the Company, dated 27 January 2014.

Alan Aubrey, Chief Executive Officer of IP Group, said:

"We are delighted to announce the successful completion of the capital raise and that, as a result of significant excess demand from existing and new institutional investors, the Board has used its discretion to increase the size of the issue to £100m. This will enable us to accelerate growth by increasing our overall rate of capital deployment into both our existing portfolio and into new early stage opportunities, in the UK and internationally, as well as to broaden our access to world class IP."

For further information contact:

IP Group plc
Alan Aubrey, Chief Executive Officer	[phone]
Greg Smith, Chief Financial Officer	[phone]
Liz Vaughan-Adams, Communications	[phone] [phone] [e-mail]
Numis Securities Limited	[phone]
Corporate Finance: Etienne Bottari / Michael Meade / Freddie Barnfield
Corporate Broking: James Black / Michael Burke
FTI Consulting		[phone]
James Melville-Ross
John Dineen

IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus or document equivalent to a prospectus.  Nothing in this announcement should be interpreted as a term or condition of the Capital Raising.  The Prospectus was published on 27 January 2014 and is available on the Company's website (www.ipgroupplc.com) and 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 to persons in 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 lawful. 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 and Offer for Subscription 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 and Offer for Subscription 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 both qualified institutional buyers (within the meaning of Rule 144A under the US Securities Act) and 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 Securities Limited, 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 Securities Limited, or for providing advice in relation to the contents of this announcement or any matters referred to herein. Numis Securities Limited is not responsible for the contents of this announcement. Numis Securities Limited 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.

Any person receiving this announcement is advised to exercise caution in relation to the Capital Raising. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

 

END

 

 

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