Acquisition
IP2IPO Group PLC
30 June 2004
IP2IPO Group plc
30 June 2004
Acquisition of Top Technology Ventures Limited
IP2IPO Group plc ('IP2IPO' or the 'Company') (AIM: IPO), the intellectual
property company that commercialises university technology, is pleased to
announce it has acquired the entire issued share capital of Top Technology
Ventures Limited ('Top Technology') (the 'Acquisition').
The maximum consideration payable, of £2.4 million for the Acquisition, is to be
satisfied in two tranches:
Tranche 1: £800,000 in cash and 172,092 IP2IPO ordinary shares of 10p each (the
'Tranche 1 Shares'), payable immediately
Tranche 2: £800,000 in cash, payable on 30 June 2005 (subject to fulfilment of
certain conditions)
The sellers of Top Technology, Mr Harry Fitzgibbons and Top Technology Holdings,
Inc (a company wholly owned by Mr Fitzgibbons), have undertaken to the Company
that, save in limited circumstances, they will not dispose of any of the Tranche
1 Shares for a period of twelve months following the Acquisition.
Information on Top Technology
Top Technology is an investment manager of early stage technology venture
capital funds in the UK. It currently manages two limited partnership funds, the
first £25 million fund is fully invested; the second, an £18 million fund, has
been approximately one third invested.
Top Technology was founded by Harry Fitzgibbons in 1986 and since its inception
has focused exclusively on early stage technology investing. As a result of
maintaining this focus on early stage investments, Top Technology has developed
a distinctive expertise within the UK venture capital industry.
Top Technology generates revenues primarily from annual management fees from the
venture funds under its management. Top Technology's consolidated financial
statements for the year ended 31 March 2004 show turnover of approximately £1.3
million, a pre-tax return of approximately £250,000 and gross assets of
approximately £550,000.
Reasons for the Acquisition
IP2IPO believes that the Acquisition is a positive strategic step for the
Company. This transaction is an opportunity to combine IP2IPO's proven ability
to create new ventures based on world leading university IP with Top
Technology's early stage investing expertise. Following the Acquisition, Top
Technology will continue to be managed as a stand-alone business by Harry
Fitzgibbons and his team and will not be under any obligation to invest the
funds under its management in IP2IPO spin out companies. However, the
Acquisition represents a convergence of high quality investment opportunities
and experienced venture capital fund management.
The IP2IPO and Top Technology teams have significant experience of working
together. Top Technology was itself an investor in IP2IPO's initial round of
finance in 2001 and Mr Fitzgibbons served as a director of IP2IPO until June
2004, when he left the Company's board on its announcement that it was in
discussions with regard to the Acquisition. Top Technology has also invested in
Nanotecture Limited, a spin out company from the University of Southampton in
which IP2IPO holds a significant interest.
Top Technology has successfully managed five venture funds since its inception
and its fee income has therefore been predictable and its operations profitable.
IP2IPO believes that a key reason for the Acquisition is that there is
considerable scope to expand the operations of Top Technology in the future by
raising further funds.
Related party transaction
The Acquisition is defined under the AIM Rules of the London Stock Exchange plc
as a related party transaction as Harry Fitzgibbons, a former non-executive
director of IP2IPO, is a director of Top Technology and he beneficially holds
100 per cent. of the issued share capital of Top Technology.
Accordingly, the IP2IPO Board, having consulted with KBC Peel Hunt who have
taken into account the Board's commercial assessment of the merits of the
Acquisition, considers the terms of the Acquisition to be fair and reasonable
insofar as IP2IPO's shareholders are concerned.
Commenting on today's announcement, David Norwood said, 'This is a strategic
move for IP2IPO. We identified the importance of building a fund management
capability within IP2IPO and the acquisition of Top Technology has enabled us to
accelerate this significantly. I have tremendous respect for Top Technology's
early stage focus and the fit between the two teams couldn't be better.'
For more information please contact:
IP2IPO
David Norwood, Chief Executive Officer 020 7071 4348
Buchanan Communications
Mark Court, Mary-Jane Johnson 020 7466 5000
Top Technology
Harry Fitzgibbons, Managing Director 020 7242 9900
Notes to editors
IP2IPO
IP2IPO is an intellectual property (IP) company that specialises in commercialising university technology. The Company,
which was founded in 2001, has already formed four long-term partnerships with UK universities and listed on AIM in
October 2003.
IP2IPO's first partnership was with the University of Oxford. In return for an investment of £20 million, IP2IPO has
acquired 50 per cent of the University of Oxford's equity in spin-out companies and technology licenses based on
intellectual property created at the Chemistry Department until 2015. In November 2003, IP2IPO created a £5 million
seed capital fund for investing in spin-out companies across the University of Oxford, not just those originating
within the Chemistry Department.
In March 2002, IP2IPO entered into a second long-term partnership with the University of Southampton. Under the terms
of this partnership, IP2IPO is committed to working with the University of Southampton in the identification and
facilitation of spin-out companies from across the University of Southampton and to investing £5 million in early-stage
University of Southampton spin-out companies over a four year period in return for equity stakes in those companies. In
addition, IP2IPO also received a 20 per cent stake in Southampton Asset Management Limited, a company that has been
formed to hold the University's equity stakes in its future spin-out companies. The partnership has a term of at least
25 years.
IP2IPO entered into its third long-term partnership in May 2003 with King's College London. IP2IPO will work with
King's College London to help identify and progress commercialisation opportunities as well as invest £5 million in
seed capital in spin-out companies from King's College London over a five year period in return for equity stakes in
those companies. In addition, IP2IPO will receive 20 per cent of King's College London's equity in spin-out companies
and technology licenses. The partnership has an initial term of 25 years.
In October 2003, IP2IPO announced a fourth partnership with the Centre for Novel Agricultural Products ('CNAP'), based
at the University of York. CNAP is a flagship research centre that specialises in plant and microbial gene discovery.
Under the terms of the partnership a new company, Amaethon Limited, has been created which has the right to
commercialise CNAP's IP for 25 years. IP2IPO has committed to invest £1.15m in Amaethon Limited in return for a one
third equity stake in Amaethon Limited (the remaining equity being owned by the University of York) and will also
invest in the spin-out companies based on CNAP's IP which Amaethon Limited creates.
This information is provided by RNS
The company news service from the London Stock Exchange