Fusion IP PLC

Court sanction of Scheme of Arrangement

RNS Number : 4722C
Fusion IP PLC
17 March 2014
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

17 March 2014

 

FUSION IP PLC

 

(the "Company" or "Fusion IP")

 

Court sanction of Scheme of Arrangement

 

Fusion IP announces that the Court has today sanctioned the Scheme by which the recommended offer for Fusion IP by IP Group is being implemented.

 

In order to ensure an orderly Capital Reduction, the last day for dealings in, and for registration of transfers of, Fusion IP Shares is tomorrow, 18 March 2014.

 

In order for the Scheme to become effective in accordance with its terms, it remains conditional on, amongst other things, Court approval being obtained for the Capital Reduction at the Reduction Court Hearing which is scheduled to take place on 19 March 2014.

 

Subject to the Court confirming the Capital Reduction, the Scheme is expected to become effective on 19 March 2014.  It is expected that dealings in Fusion IP Shares will be suspended at 7.30 a.m. on 19 March 2014.

 

Admission of the New IPG Shares to listing on the premium segment of the Official List and commencement of dealings in the New IPG Shares on the London Stock Exchange's main market for listed securities is expected to take place at 8.00 a.m. (London time) on 20 March 2014.  The cancellation of admission to trading of Fusion IP Shares on AIM has been applied for and, subject to the Scheme becoming effective, is expected to take effect at 7.00 a.m. (London time) on 20 March 2014.

 

Full details of the Offer are set out in the Scheme Document.  Capitalised terms used but not otherwise defined in this announcement have the meaning given to them in the Scheme Document.

 

A copy of this announcement will be available on Fusion IP's and IP Group's websites at www.fusionip.co.uk and www.ipgroupplc.com, respectively.

For further information please contact:

Fusion IP                                                                                                                           +44 (0) 114 275 5555

David Baynes, CEO
Stuart Gall, Press Relations

Cenkos Securities plc (Financial Adviser to Fusion IP)                                  +44 (0) 20 7397 8900

Bobbie Hilliam, Harry Pardoe (Corporate Finance)
Julian Morse (Sales)

IP Group plc                                                                                                                     +44 (0) 20 7444 0050

Alan Aubrey, Chief Executive Officer
Greg Smith, Chief Financial Officer
Liz Vaughan-Adams, Communications                                                                +44 (0) 20 7444 0062
                                                                                                                                             +44 (0) 7979 853 802
                                                                                                                                    [email protected]

Numis Securities Limited(Financial Adviser to IP Group)                          +44 (0) 20 7260 1000

Etienne Bottari / Michael Meade / Freddie Barnfield (Corporate Finance)
James Black (Corporate Broking)

FTI Consulting (IP Group's PR Adviser)                                                               +44 (0) 20 7831 3113

John Dineen
James Melville-Ross

Important Notices

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Fusion IP in connection with the Offer and no one else and will not be responsible to anyone other than Fusion IP for providing the protections afforded to the clients of Cenkos nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as sponsor, corporate broker and financial adviser to IP Group and no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Offer and will not be responsible to anyone other than IP Group for providing the protections afforded to its clients or for providing advice in relation to the Offer.

Neither this announcement nor the Scheme Document (or any accompanying documents) constitute or form part of any offer to sell or issue or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to these documents or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement and/or the accompanying documents come should inform themselves about, and observe, such restrictions.  Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.  This announcement, the Scheme Document  and the accompanying documents have been prepared for the purpose of complying with English law, the City Code and the AIM Rules and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales or if the City Code and/or the AIM Rules had not applied.  This announcement and the Scheme Document are governed by English law and are subject to the jurisdiction of the English courts.

The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.  Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Fusion IP Group, the IPG Group or the Enlarged Group, except where otherwise stated.

No person should construe the contents of this announcement as legal, tax or financial advice, and recipients of this announcement should consult with their own advisers as to the matters described in this announcement.

NOTICE TO US INVESTORS IN FUSION IP

The Offer relates to the shares of an English company that is a foreign private issuer (as defined under Rule 3b-4 under the US Exchange Act) and is being made by means of a scheme of arrangement provided for under English law.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.  Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, including the City Code and the AIM Rules, which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.  If, in the future, IP Group exercises the right to implement the Offer by way of a Takeover Offer, such offer will be made in compliance with applicable laws and regulations including US securities laws to the extent applicable.

No registration statement will be filed with the SEC or any state securities regulators in the US in connection with the Acquisition.

The IPG Shares and the New IPG Shares are not, and will not be, listed on any US securities exchange or registered under the US Exchange Act.  Accordingly, IP Group does not currently, and will not following the Effective Date, file any reports with the SEC pursuant to the periodic reporting requirements of the US Exchange Act.

The New IPG Shares to be issued under the Scheme have not been, and will not be, registered under the US Securities Act in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.

Section 3(a)(10) of the US Securities Act exempts from the registration requirements of the US Securities Act securities issued in exchange for one or more bona fide outstanding securities where the terms and conditions of the issuance and exchange of the securities have been approved by a court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear.  For the purpose of qualifying for this exemption from the registration requirements of the US Securities Act, IP Group and Fusion IP will advise the Court that IP Group will rely on the Section 3(a)(10) exemption based on the Court's sanctioning of the Scheme, which will be relied upon by IP Group as an approval of the Scheme following a hearing upon the fairness of the terms and conditions of the Scheme to Scheme Shareholders at which hearing all such shareholders are entitled to attend in person or through Counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such shareholders.

In certain circumstances, the US Securities Act imposes restrictions on the resale in the United States of New IPG Shares received pursuant to the Scheme. The restrictions on resale imposed by the US Securities Act will depend on whether the recipients of New IPG Shares are "affiliates" of IP Group. For purposes of the US Securities Act, an "affiliate" of IP Group is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, IP Group. "Control" means the possession, direct or indirect, of the power to direct or cause direction of the management and policies of an issuer, whether through the ownership of voting securities, by contract or otherwise.  Whether a person is an affiliate of a company for the purposes of the US Securities Act depends on the circumstances.  Scheme Shareholders who are not affiliates of IP Group after completion of the Scheme and were not affiliates of IP Group during the 90 days prior to the completion of the Scheme may freely resell in the United States New IPG Shares received pursuant to the Scheme.  Any Scheme Shareholder who is or becomes an affiliate of IP Group may not resell in the United States New IPG Shares received pursuant to the Scheme except in transactions permitted by the resale provisions of Rule 144 promulgated under the US Securities Act or another exemption from the registration requirements of the US Securities Act.

In addition, the New IPG Shares have not been, and will not be, registered under the securities laws of any state or other jurisdiction of the United States and, accordingly, will only be issued to the extent that exemptions from the registration or qualification requirements of state "blue sky" securities laws are available.

This announcement does not address any US federal income tax consequences of the Scheme to Scheme Shareholders who are citizens or residents of the United States. Fusion IP Shareholders who are citizens or residents of the United States should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme or, if IP Group decides to implement the Offer by way of a Takeover Offer in their particular circumstances.

PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES

A copy of this announcement and the Scheme Document (together with all documentation incorporated by reference) is, and will be, available during the course of the Offer, free of charge, subject to any applicable restrictions to persons in jurisdictions outside the United Kingdom, at Fusion IP's and IP Group's websites at http://www.fusionip.co.uk and http://www.ipgroupplc.com, respectively.

Save where expressly stated in this announcement, neither the contents of Fusion IP's website nor IP Group's website, nor those of any other website accessible from hyperlinks on either Fusion IP's or IP Group's website, are incorporated into, or form part of, this announcement.

You may request a hard copy of this announcement and/or the Scheme Document, together with any information expressly incorporated by reference in this announcement or the Scheme Document, and any of the accompanying documents by contacting Fusion IP's registrars, Capita Asset Services, on 0871 664 0321, if calling from within the United Kingdom, or, +44 (0)20 8639 3399, if calling from outside the United Kingdom.  Calls to the 0871 664 0321 number from within the United Kingdom cost 10 pence per minute from a BT landline; other providers or other network costs may vary.  Calls to the +44 (0)20 8639 3399 number from outside the United Kingdom will be charged at applicable international rates.  Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training.  Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday.  Alternatively you may submit a request in writing to Capita Asset Services at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham BR3 4TU, United Kingdom.  It is important that you note that unless you make such a request, a hard copy of this announcement, the Scheme Document and any such information incorporated by reference into the Scheme Document or this announcement will not be sent to you.  The helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCQKODPDBKDOND