Publication of Prospectus

RNS Number : 6298Y

IP Group PLC

27 January 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.

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

27 January 2014

IP Group plc

("IP Group" or the "Company")

Publication of Prospectus and Notice of General Meeting

Further to the announcements on 23 January 2014, IP Group announces that a prospectus relating to the Capital Raising and Acquisition (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, including both the Subscription Form for use in connection with the Offer for Subscription 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 12 February 2014;

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

3.         the Application Form for use in connection with the Open Offer by Qualifying Shareholders whose Shares are in certificated form.

The Prospectus will shortly be made available on the Company's website www.ipgroupplc.com. Copies of the Prospectus will be available for inspection at 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 at 8.00 a.m. on 14 February 2014.

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	[phone]
Alan Aubrey, Chief Executive Officer
Greg Smith, Chief Financial Officer Liz Vaughan-Adams, Communications	[phone] / [phone] [e-mail]

Numis Securities Limited (Financial Adviser to IP Group)     [phone]

Etienne Bottari / Michael Meade / Freddie Barnfield (Corporate Finance)

James Black (Corporate Broking)

FTI Consulting (IP Group's PR Adviser)                                  [phone]
Ben Atwell John Dineen

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 or which is incorporated by reference into the Prospectus. The Prospectus 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 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.

 

END

 

 

PDIMMGZMRNRGDZM