Result of Capital Raising

RNS Number : 4830H

IP Group PLC

08 June 2017

 

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 IS AN ADVERTISEMENT AND 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. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY CAPITAL RAISING SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED BY IP GROUP PLC ON 23 MAY 2017.

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

8 June 2017

IP Group plc

("IP Group", the "Group" or the "Company")

Result of Capital Raising

·     Total gross proceeds of £207.0m

·     New shareholders from Australia, China, Singapore and the UK

·     Additional long-term capital to support work with leading universities around the world to commercialise outstanding intellectual property

IP Group (LSE:IPO), the developer of intellectual property-based businesses, is pleased to announce the successful completion of the Firm Placing, Placing, Open Offer and Offer for Subscription (together the "Capital Raising") which has raised a total of £207.0m following strong demand from both new and existing investors.

Alan Aubrey, Chief Executive Officer of IP Group, said: "We are delighted with the support for our Capital Raising and its endorsement of both IP Group's strategy and team. The funding will enable us to accelerate growth by investing in new and existing portfolio companies, build on our pool of valued scientific and commercial talent, and attract further investors and co-investment partners.

IP Group has a strong track record of success, having generated a gross realised and unrealised internal rate of return (IRR) on its portfolio of approximately 19% since inception. Further, we estimate that in excess of 2,000 new jobs have been created as a result of new businesses created and/or supported by the Group.

Today's announcement furthers the transformation underway in the Group by expanding our share register and by extending our model into Australasia with our nine new partners in Australia and New Zealand. I would like to thank our existing shareholders for their commitment and support over many years and also to welcome our new investors from around the world to our register."

On 23 May 2017, IP Group announced a proposed Capital Raising at a price of 140 pence per share.

The Capital Raising remains subject to shareholder approval which is being sought at today's General Meeting. The Open Offer has now closed in accordance with its terms. IP Group is pleased to announce that it has received valid acceptances (including Excess Applications totalling 1,397,915 Excess Shares) under the Open Offer in respect of 14,278,607 Open Offer Shares from Qualifying Shareholders. This represents a take-up of approximately 32.8% of the Open Offer Shares. Applications for Open Offer Entitlements and Excess Applications under the Open Offer have been met in full. In addition, the Company received applications for 69,218 Capital Raising Shares under the Offer for Subscription and 37,080,749 Capital Raising Shares under the Placing.

The Capital Raising was supported by new shareholders including M&G, Temasek, Telstra Super Pty Ltd and Beijing Galaxy World Group as well as existing shareholders. 

The Company will therefore issue 147,857,140 Capital Raising Shares, raising gross proceeds of GBP207.0 million. The issue of shares will be split as follows:

·     96,428,566 Capital Raising Shares under the Firm Placing, raising gross proceeds of GBP135.0 million

·     37,080,749 Capital Raising Shares under the Placing, raising gross proceeds of approximately GBP51.9 million

·     14,278,607 Capital Raising Shares taken up under the Open Offer, raising gross proceeds of approximately GBP20.0 million

·     69,218 Capital Raising Shares taken up under the Offer for Subscription, raising gross proceeds of approximately GBP0.1 million

Delayed conditional subscription from Beijing Galaxy World Group

Included in the 147,857,140 Capital Raising Shares under the Placing referred to above is a strategic investment of 16,500,000 shares from Beijing Galaxy World Group Co. Ltd, a leading digital incubator and investor based in China. This investment is subject to Chinese foreign exchange and other regulatory approvals and will therefore be subject to delayed settlement and admission being not later than 8.00 a.m. on 18 August 2017. IP Group will make a separate application for admission of these shares.

This subscription is subject to approvals outside the control of IP Group and Beijing Galaxy World Group Co. Ltd and there is therefore no certainty of these shares being issued.

Miscellaneous

The Capital Raising remains conditional upon the Placing Agreement becoming unconditional in all respects and Admission occurring by not later than 8.00 a.m. on 9 June 2017 (or such later time and date as the Company and Numis may agree, being not later than 8.00 a.m. on 23 June 2017). Application will be made for the admission of 131,357,140 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 9 June 2017.

Capital Raising Shares in uncertificated form are expected to be credited to CREST accounts as soon as practicable after 8.00 a.m. on 9 June 2017 and definitive share certificates for the Capital Raising Shares in certificated form are expected to be dispatched during the week commencing 12 June 2017.

The Capital Raising Shares, when issued and fully paid, will rank in full for all dividends or distributions made, paid or declared after 23 May 2017 (being the date of the prospectus issued by the Company in connection with the Capital Raising (the "Prospectus")) and otherwise pari passu in all respects with the Existing Shares.

The total issued share capital of IP Group immediately following Admission, and excluding the conditional subscription from Beijing Galaxy World Group Co. Ltd., will be 696,579,107 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, Guidance and Transparency Rules and under Rule 8 of the Takeover Code.

Capitalised terms used in this announcement have the meanings given to them in the Prospectus.

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]
Numis Securities Limited (Sponsor, Broker and Joint Financial Adviser)	[phone]
Michael Meade
James Black
Freddie Barnfield
Rothschild (Joint Financial Adviser)	[phone]
Warner Mandel
Anton Black
Peter Nicklin
Noel Monro
Charlotte Street Partners
Andrew Wilson	[phone]
Martha Walsh	[phone]

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 or the Offer for Subscription.  Investors should not subscribe for or purchase any shares in the Open Offer or the Offer for Subscription 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 was published on 23 May 2017 and is available on the Company's website (www.ipgroupplc.com/investor-relations) 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.

This announcement is not for publication or 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.

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.

N M Rothschild & Sons Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for IP Group Plc and 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 N M Rothschild & Sons Limited nor for providing advice in connection with the contents of this announcement.

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.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The distribution of this announcement, the Prospectus and the offering of Capital Raising Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement, the Prospectus and/or any accompanying documents comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement and the Prospectus should not be distributed, forwarded to or transmitted in or into any Excluded Territory.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

 

END

 

 

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