Strategic Investment

RNS Number : 1644C

IP Group PLC

09 November 2009

 

9 November 2009 

IP Group plc

("IP Group" or the "Company")

Proposed Strategic Investment and Co-Investment Agreement

IP Group, the university intellectual property commercialisation company, is pleased to announce that it has today conditionally agreed to subscribe for a 19.8 per cent shareholding in Fusion IP plc ("Fusion"), the consideration for which is being satisfied by way of a conditional vendor placing of new Ordinary Shares which is fully underwritten by KBC Peel Hunt.  IP Group has also today entered into an agreement with Fusion under which it has acquired co-investment rights in all future Fusion portfolio companies.

• Fusion is an AIM traded UK public company (RIC: FIP.L) which owns the exclusive commercialisation rights to 100 per cent of university-owned intellectual property generated at two of the UK's leading universities - the University of Sheffield and Cardiff University.
  
  

• Sheffield is the ninth largest and Cardiff is the thirteenth largest university in the UK, based on research income.  The strategic investment will significantly increase the total university research income which IP Group is able to access and provide exposure to a diverse current portfolio of 20 companies.
  
  

• Fusion has 10 year exclusive partnership agreements in place with these universities (who are significant shareholders in Fusion) under which Fusion initially holds 100 per cent of the equity in any university spin-out company on formation. Fusion then generally allocates 40 per cent of the equity to the founder academics and retains the remaining 60 per cent interest.
  
  

• The Group has also today entered into a conditional agreement with Fusion which will grant the Group the right to acquire 20 per cent of Fusion's interest in each new spin-out company created from Cardiff University and the University of Sheffield at a pre-determined valuation. The agreement further provides that, should the Group choose to exercise this right, it will also invest a minimum of 20 per cent of the initial seed capital provided to each such company.
  
  

• The strategic investment and the co-investment agreement will enhance the Group's exposure and proprietary access to the spin-out pipeline from top research institutions with an experienced and effective commercialisation team.
  
  

• The Company has conditionally agreed to subscribe for 10,740,741 new shares in the capital of Fusion, which will, following such subscription and a placing being undertaken by Fusion concurrently with the subscription, represent 19.8 per cent of the then issued share capital of Fusion.
  
  

• The consideration payable by IP Group for the Fusion shares shall be satisfied by the placing of 5,471,699 new Ordinary Shares (the "Placing Shares"), representing 2.2 per cent of IP Group's existing issued share capital, with such third parties as Fusion may direct (the "Placing").
  
  

• KBC Peel Hunt has, on behalf of Fusion, conditionally placed the Placing Shares with institutional and other investors at a placing price of 53 pence, yielding proceeds of £2.9 million to Fusion, which satisfies the consideration payable for the Fusion shares.  The placing price represents a discount of 4 per cent to the closing price on 6 November 2009, being the last Business Day prior to this Announcement.  The Placing is being fully underwritten by KBC Peel Hunt.
  
  

• The Placing Shares will represent approximately 2.1 per cent of the enlarged issued share capital of the Company immediately following Admission.
  
  
• The Directors will together subscribe for 51,510 Placing Shares, further details of which are set out below.
  
  
• The Placing is conditional on, among other things, the passing of all resolutions by Fusion shareholders at the Fusion General Meeting to be convened on 2 December 2009 and Admission occurring by no later than 3 December 2009 (or such later date as the Company and KBC Peel Hunt may agree).  The resolutions to be put at the Fusion General Meeting will, if passed, authorise the directors of Fusion to issue the Fusion shares for which IP Group is subscribing.
   
  
• Fusion have confirmed that they have received irrevocable undertakings to vote in favour of all of the resolutions to be proposed at the Fusion General Meeting from shareholders holding 30,833,851 ordinary shares of one (1) penny each in the capital of Fusion, representing, in aggregate, 73.1 per cent of the voting rights attached to the Fusion ordinary shares.
  
  
• Application will be made to the UK Listing Authority for the Placing Shares to be admitted to the Official List and to the London Stock Exchange for the Placing Shares to be admitted to trading on its main market for listed securities. It is expected that Admission will occur and that dealings in the Placing Shares will commence on 3 December 2009 at which time it is also expected that the Placing Shares will be enabled for settlement in CREST.

Commenting on the transaction Alan Aubrey, IP Group's Chief Executive Officer, said:

"We are very pleased to have agreed this proposed strategic investment in Fusion. We have a high regard for the Fusion management team and the portfolio which they have established from the exclusive framework agreements which Fusion has with the Universities of Sheffield and Cardiff, two of the leading research universities in the UK. We believe that the Co-investment Agreement which we have established in respect of new Fusion spin-out companies will further increase IP Group shareholders' exposure to leading scientific research in the UK and we look forward to working together with the Fusion team."

Commenting on the transaction David Baynes, Fusion's Chief Executive Officer, said:

"We are delighted to be working with IP Group and welcome them, both as a new shareholder in Fusion and a co-investment partner. Their investment, combined with the strength of our IP pipelines, will enable us to continue to create long term value from Cardiff and Sheffield's world class research."

Enquiries:

IP Group plc	[phone]
Alan Aubrey, Chief Executive Officer
Magnus Goodlad, Chief Operating Officer Greg Smith, Group Financial Controller Liz Vaughan-Adams, Communications	[phone] / (0)7979 853 802
KBC Peel Hunt Ltd	[phone]
Capel Irwin / David Anderson / Anthony Bell Dan Webster
Financial Dynamics	[phone]
Ben Atwell / John Dineen

Directors' interests

The Directors will together subscribe for 51,510 Placing Shares. As at the date of this announcement and, separately, on Admission and following completion of the Placing, the Directors will have the following interests in Ordinary Shares:

Name of Director	Existing shareholding as at the date of this announcement	Number of Placing Shares subscribed for	Shareholding following completion of the Placing	Percentage of share capital on Admission following completion of the Placing
Alan Aubrey	953,915	20,755	974,670	0.4%
Magnus Goodlad	30,000	1,887	31,887	0.0%
Mike Townend	200,000	4,340	204,340	0.1%
Dr Bruce Smith	211,875	4,717	216,592	0.1%
Roger Brooke	263,973	5,660	269,633	0.1%
Francis Carpenter	95,000	14,151	109,151	0.0%

About IP Group

IP Group is an intellectual property (IP) commercialisation company that specialises in commercialising university technology. Founded in 2001, IP Group listed on AIM in October 2003 and moved to the Official List in June 2006. IP Group had made two acquisitions - Techtran, a company set up to commercialise university intellectual property under a long term contract with the University of Leeds, in 2005 and Top Technology Ventures, an investment adviser to early stage technology venture capital funds, in 2004.

IP Group has formed direct long-term partnerships with ten universities - the University of Oxford, King's College London, CNAP/University of York, the University of Leeds, the University of Bristol, the University of Surrey, the University of Southampton, Queen Mary (University of London), the University of Bath and the University of Glasgow.

The Company's portfolio is diverse with exposure to five main sectors - Energy & Renewables, Healthcare & Life Sciences: Non-therapeutics, Healthcare & Life Sciences: Therapeutics, IT & Communications and Chemicals & Materials. To date, eleven portfolio companies have listed on the AIM market of the London Stock Exchange, one on PLUS Markets and there have been four trade sales. 

About Fusion IP

Fusion IP plc, previously called Biofusion plc, was established in 2002 to commercialise university-generated IP. Fusion IP has signed long term agreements with two of the UK's leading research intensive universities, the University of Sheffield and Cardiff University, giving a combined R&D spend attributable to Fusion IP of approximately £185 million a year.

Fusion IP's first agreement was a ten-year exclusive arrangement with the University of Sheffield for the commercialisation of IP owned by the University initially in the area of medical life sciences. This agreement was expanded in July 2008 to include the commercialisation of all university-owned non-life science research-generated IP, giving Fusion IP access to all of the University's world class research in areas such as energy, engineering and electronics. Fusion IP has shareholdings in a portfolio of Sheffield University spin-out companies including Asterion, Diurnal, Magnomatics and Phase Focus. The University of Sheffield will be spending approximately £1 billion of research funding over the lifetime of the Sheffield Agreement.

In January 2007, Fusion IP completed a long-term exclusive agreement with Cardiff University, to commercialise 100 per cent of all Cardiff University's research-generated IP. Fusion IP has shareholdings in a portfolio of Cardiff University spin-out companies including Mesuro and Q-Chip. Cardiff University will be spending more than £1.0 billion of research funding over the lifetime over the life of the Cardiff Agreement.

Fusion IP also has a Memorandum of Understanding with Finance Wales, the provider of commercial funding to Wales-based SMEs, which outlines a strategy of co-investment in opportunities arising from the Cardiff University agreement.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

For Invited Placees only – Important Information

1.       Eligible Participants

This Appendix, including the terms and conditions of the Placing set out below, is directed only at persons who are Qualified Investors.

In this Appendix “you” or “Placee” means any person who is or becomes committed to subscribe for Placing Shares under the Placing.

Members of the public are not eligible to take part in the Placing.

2.       Overseas jurisdictions

The distribution of the Announcement and this Appendix and the Placing and/or issue of ordinary shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or KBC Peel Hunt that would permit an offer of ordinary shares or possession or distribution of the Announcement and this Appendix or any other offering or publicity material relating to such ordinary shares in any jurisdiction where action for that purpose is required. Qualified Investors who seek to participate in the Placing must inform themselves about and observe any such restrictions. In particular, the Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for ordinary shares in the capital of the Company in the United States, Canada, Japan or Australia or in any other jurisdiction in which such offer, solicitation, publication or distribution is or would be unlawful. The Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly in or into the United States, or to, or for the account or benefit of, any US persons. No public offering of the Placing Shares is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited pursuant to the Announcement or the Placing.

3.       Placing

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. KBC Peel Hunt will arrange the Placing as agent for and on behalf of the Company and Fusion. KBC Peel Hunt will determine in its absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee. No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares. The Placing is being fully underwritten by KBC Peel Hunt.

Each Placee will be required to pay to KBC Peel Hunt, on the Company’s behalf, the Placing Price as the subscription sum for each Placing Share agreed to be subscribed by it under the Placing in accordance with the terms set out in this Appendix. Each Placee’s obligation to subscribe and pay for Placing Shares under the Placing will be owed to each of the Company and KBC Peel Hunt. Each Placee will be deemed to have read and understood this Appendix in its entirety. To the fullest extent permitted by law and applicable FSA rules, neither KBC Peel Hunt nor any other KBC Person shall have any liability to Placees or to any person other than the Company in respect of the Placing.

4.       Participation and settlement

Participation in the Placing is only available to persons who are invited to participate in it by KBC Peel Hunt.

A Placee’s commitment to subscribe for a fixed number of Placing Shares under the Placing will be agreed orally with KBC Peel Hunt. Such agreement will constitute a legally binding commitment on your part to subscribe for that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in this Appendix and subject to the Company’s memorandum and articles of association. After such agreement is entered into, a written confirmation will be dispatched to you by KBC Peel Hunt confirming the number of Placing Shares that you have agreed to subscribe for and the aggregate amount you will be required to pay for those Placing Shares. It is expected that such written confirmations will be despatched on the date of the Announcement, that the “trade date” for settlement purposes will be 1 December 2009 and the “settlement date” will be 3 December 2009.

A settlement instruction form will accompany each written confirmation and, on receipt, should be completed and returned to KBC Peel Hunt in accordance with the instructions printed thereon.

Settlement of transactions in the Placing Shares (ISIN: GB00B128J450, SEDOL: B128J45) to be issued in uncertificated form will take place within the CREST system, subject to certain exceptions, on a “delivery versus payment” (or “DVP”) basis. You should settle against CREST ID: 546. KBC Peel Hunt reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in the Announcement or would not be consistent with the regulatory requirements in any Placee’s jurisdiction.

If Placing Shares are to be delivered to a custodian or settlement agent, please ensure that the written confirmation is copied and delivered immediately to the appropriate person within that organisation.

5.       No Prospectus

No prospectus has been or will be submitted for approval by the FSA in relation to the Placing or the Placing Shares. Placees’ commitments in respect of Placing Shares will be made solely on the basis of the information contained in this Announcement.

6.       Placing Shares

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of the Company.

Application will be made for the admission of the Placing Shares to the Official List of the UK Listing Authority and for admission of the Placing Shares to trading on the London Stock Exchange's main market. It is expected that Admission will take place, and dealings in the Placing Shares will commence, on 3 December 2009 at which time it is also expected that the Placing Shares will be enabled for settlement in CREST. Immediately following Admission, the Company is expected to have 255,763,664 Ordinary Shares issued and fully paid.

7.       Placing Agreement

KBC Peel Hunt has, on the terms and subject to the conditions set out in the Placing Agreement, been appointed as agent of the Company to procure subscribers for Placing Shares at the Placing Price or, failing which, to subscribe and pay for the Placing Shares itself as principal.

8.       Placing conditions

The Placing Agreement is conditional, inter alia, on:

(a)      the Placing Agreement not being terminated in accordance with its terms;

(b)      the passing of all resolutions (without material amendment) as set out in the notice of general meeting of Fusion to be convened for 2 December 2009, which include resolutions authorising the directors of Fusion to issue the Fusion shares for which IP Group is subscribing pursuant to the Subscription Agreement;

(c)      Admission taking place not later than 8.00 a.m. on 3 December 2009 or such later time and/or the Company and KBC Peel Hunt may agree; and

(d)      the Placing Agreement becoming unconditional in all other respects.

KBC Peel Hunt may at its discretion waive certain of the conditions in the Placing Agreement.

If any condition in the Placing Agreement is not fulfilled or (if capable of waiver) waived by KBC Peel Hunt by the relevant time, the Placing will lapse and your rights and obligations pursuant to the Placing shall cease and terminate at such time.

The Placing Agreement may be terminated by KBC Peel Hunt at any time prior to Admission in certain circumstances including, inter alia, following a material breach of warranty or undertaking by the Company or the occurrence of certain force majeure events. The exercise of any right of termination of the Placing Agreement or any waiver of any condition to the Placing Agreement shall be within KBC Peel Hunt’s absolute discretion. Neither KBC Peel Hunt nor the Company shall have any liability to you in the event of any such termination, waiver or the extension or in respect of any decision whether to exercise any such right of termination, waiver or extension.

9.       Payment default

Your entitlement to receive any Placing Shares will be conditional on KBC Peel Hunt’s receipt of payment by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as KBC Peel Hunt may in its absolute discretion determine. KBC Peel Hunt may, in its absolute discretion, waive such condition, and shall not be liable to you in the event of it deciding whether to waive or not to waive such condition.

If you fail to make such payment by the required time for any Placing Shares (1) the Company may release itself (if it decides, at its absolute discretion, to do so) and will be released from all obligations it may have to allot and/or issue any such Placing Shares to you or at your direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that you then have any interest in or rights in respect of any such shares, (3) the Company or, as applicable, KBC Peel Hunt may sell (and each of them is irrevocably authorised by you to do so) all or any of such shares on your behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, KBC Peel Hunt (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale, and (4) you shall remain liable to the Company and to KBC Peel Hunt for any loss which it may suffer as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) selling such Placing Shares to any other person at whatever price and on whatever terms as are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by KBC Peel Hunt for value by the required time referred to above at the rate of two percentage points above the base rate of Barclays Bank plc from time to time.

10.     Placees’ warranties and undertakings to the Company and KBC Peel Hunt

By agreeing with KBC Peel Hunt to subscribe for Placing Shares under the Placing you irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and KBC Peel Hunt (in its capacity as placing agent), in each case as a fundamental term of your application for Placing Shares and of the Company’s obligation to allot and/or issue any Placing Shares to you or at your direction, that:

(a)      you have read this Announcement, including this Appendix in its entirety and you agree to and accept all the terms and conditions set out in this Appendix;

(b)      your rights and obligations in respect of the Placing will terminate only in the circumstances described in the Appendix and will not be capable of rescission or termination by you in any circumstances;

(c)      the Announcement (which has been issued by the Company) is the sole responsibility of the Company;

(d)      you have relied on your own investigation of the business, financial or other position of the Company in deciding to participate in the Placing, you are not relying on any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company, other than as contained in the Announcement, or by KBC Peel Hunt (other than as contained in this Appendix) and that, accordingly, none of the Company, any KBC Person or their respective directors, officers, agents, employees or advisers or any person acting on behalf of any of them shall have any responsibility for any such other information or representation and you agree that the Placing will be made solely on this basis and not otherwise and that you have not been, and will not be, given any warranty or representation by any KBC Person in relation to the Placing Shares or the Company or any other member of its Group;

(e)      you are not, and do not regard yourself as being, a customer of KBC Peel Hunt in relation to the Placing and KBC Peel Hunt is not acting for you in connection with the Placing and will not be responsible to you in respect of the Placing for providing protections afforded to its customers. You also acknowledge that any monies of any Placee or any other person acting on behalf of a Placee held or received by KBC Peel Hunt will not be subject to the protections conferred by the client money rules of the FSA;

(f)       you will pay the full subscription amount as and when required in respect of all Placing Shares for which you have committed to subscribe and will do all things necessary on your part to ensure that payment for such shares and their delivery to you or at your direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that you have in place with KBC Peel Hunt or put in place with KBC Peel Hunt with its agreement;

(g)      you are entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to you and you have complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, and the Money Laundering Regulations 2007 (the “Regulations”) and analogous laws in other jurisdictions to which you are subject) and have obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and you will provide promptly to KBC Peel Hunt such evidence, if any, as to the identity of any person which it may request from you (for the purpose of its complying with the Regulations or otherwise in connection with your participation in the Placing) in the form and manner requested by KBC Peel Hunt on the basis that any failure by you to do so may result in the number of Placing Shares that are to be allotted and/or issued to you or at your direction pursuant to the Placing being reduced to such number, or to nil, as KBC Peel Hunt may decide at its sole discretion;

(h)      you have complied and will comply with all applicable provisions of FSMA with respect to anything done or to be done by you in relation to any Placing Shares in, from or otherwise involving, the United Kingdom and you have not made or communicated or caused to be made or communicated, and you will not make or communicate or cause to be made or communicated, any “financial promotion” in relation to Placing Shares in contravention of section 21 of FSMA;

(i)       you are a Qualified Investor;

(j)       you are acting as principal only in respect of the Placing or, if you are acting for any other person in respect of the Placing (1) you are both an “authorised person” for the purposes of FSMA and a “qualified investor” as defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus Directive) acting as agent for such person, and (2) such person is either (i) a Qualified Investor or (ii) a “client” (as defined in section 86(2) of FSMA) of yours that has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;

(k)      nothing has been done or will be done by you in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any Ordinary Shares in accordance with FSMA or the Prospectus Rules published by the FSA from time to time or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

(l)       you are not, and are not acting in relation to the Placing as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5 per cent (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to you, or any person specified by you for registration as holder, of Placing Shares will not give rise to a liability under any such sections;

(m)     you will not treat any Placing Shares in any manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of your participation in the Placing will contravene any legislation applicable in any territory or jurisdiction in any respect or cause the Company or KBC Peel Hunt to contravene any such legislation in any respect;

(n)      (applicable terms and expressions used in this paragraph have the meanings that they have in Regulation S made under the US Securities Act) (1) none of the Placing Shares has been or will be registered under the US Securities Act, (2) none of the Placing Shares may be offered, sold, taken up or delivered, directly or indirectly, into or within the United States except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the US Securities Act, (3) you are not within the United States and (unless you will be subscribing Placing Shares pursuant to an exemption referred to above in this paragraph) you are not a US person, (4) you have not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (5) neither you, your affiliates, nor any persons acting on your behalf, have engaged or will engage in any directed selling efforts with respect to the Placing Shares, (6) you will not be subscribing Placing Shares with a view to resale in or into the United States, and (7) you will not distribute any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;

(o)      time is of essence as regards your obligations under this Appendix;

(p)      you shall indemnify and hold each of the Company and KBC Peel Hunt and KBC Persons harmless, on an after tax basis, from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by you of the terms in this Appendix;

(q)      none of your rights or obligations in respect of the Placing is conditional on any other person agreeing to acquire any Placing Shares under the Placing and no failure by any other person to meet any of your obligations in respect of the Placing shall effect any of your obligations in respect of the Placing;

(r)       the Company and KBC Peel Hunt will rely upon the truth and accuracy of the representations, confirmations, acknowledgements and warranties given by you as set out in this Appendix;

(s)      this Appendix and any contract which may be entered into between you and KBC Peel Hunt and/or the Company pursuant to it or the Placing shall be governed by and construed in accordance with English law, for which purpose you submit to the exclusive jurisdiction of the English courts as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company and KBC Peel Hunt shall have the right to bring enforcement proceedings in respect of any judgement obtained against you in the English courts or in the courts of any other relevant jurisdiction; and

(t)       nothing in this Appendix shall exclude any liability of any person for fraud on its part.

All times and dates in the Announcement are subject to amendment at the discretion of KBC Peel Hunt.

 

'Admission'

the admission of the Placing Shares to the Official List by the making of an announcement in accordance with paragraph 3.2.7 of the Listing Rules and the admission of such shares to trading on the London Stock Exchange's main market for listed securities in accordance with paragraph 2.1 of the Admission and Disclosure Standards

'Admission and Disclosure Standards'

the admission and disclosure standards published by the London Stock Exchange from time to time

'AIM'    

the AIM market operated by the London Stock Exchange

'Announcement'

the announcement to which these terms and conditions are appended

'Business Day'

a day (other than Saturday or Sunday) on which banks are generally open in London for the transaction of normal banking business

'Company' or 'IP Group'

IP Group plc (incorporated in England and Wales with registered number 04204490)

'CREST'

the computerised system for paperless settlement of trades and holdings of uncertificated shares administered and operated by Euroclear UK & Ireland Limited

'Directors' 

the directors of the Company, or any duly authorised committee thereof

'FSA'

the Financial Services Authority 

'FSMA'

the Financial Services and Markets Act 2000 (as amended)

'Fusion'

Fusion IP plc (incorporated in England and Wales with registered number 05275732)

'Fusion General Meeting'

the general meeting of Fusion to be convened on 2 December 2009 (or any adjournment of that meeting)

'Group'

the Company and its subsidiaries and subsidiary undertakings 

'KBC Peel Hunt'

KBC Peel Hunt Ltd

'KBC Person'

any person being (i) KBC Peel Hunt, (ii) an undertaking which is a subsidiary undertaking of KBC Peel Hunt, (iii) a parent undertaking of KBC Peel Hunt or (other than KBC Peel Hunt) a subsidiary undertaking of any such parent undertaking, or (iv) a director, officer, agent or employee of any such persons

'Listing Rules'

the listing rules made by the FSA under section 74 of FSMA and in force as at the date of the Placing Agreement

'London Stock Exchange'

London Stock Exchange plc

'Official List'

the official list maintained by the FSA

'Ordinary Shares'

ordinary shares of two (2) pence each in the capital of the Company

'Placing'

the conditional placing by KBC Peel Hunt of the Placing Shares at the Placing Price in accordance with the Placing Agreement

'Placing Agreement'

the conditional agreement dated 9 November 2009 between (1) the Company and (2) KBC Peel Hunt relating to the Placing

'Placing Price'

53 pence per Placing Share

'Placing Shares'

the 5,471,699 new Ordinary Shares to be allotted by the Company under the Placing

'Qualified Investor'

a person who is a 'qualified investor' as referred to at section 86(7) of FSMA, an investment professional (within Article 19(5) of the FPO), high net worth companies, unincorporated associations etc. (within Article 49 of the FPO) or a sophisticated investor (within Article 50 of the FPO) and at or to whom any private communication relating to the Company that is a 'financial promotion' (as such term is used in relation to FSMA) may lawfully be issued, directed or otherwise communicated without the need for it to be approved, made or directed by an 'authorised person' as referred to in FSMA

'Subscription Agreement'

the conditional agreement dated 9 November 2009 between (1) Fusion and (2) the Company relating to the subscription by the Company for 10,740,741 new ordinary shares of 1 penny each in the capital of Fusion

'UK' or 'United Kingdom'

the United Kingdom of Great Britain and Northern Ireland

'UK Listing Authority'

the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA

'United States'

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

'US Securities Act'

the US Securities Act of 1933, as amended, and any rules or regulations promulgated under that Act

 

END

 

 

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