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Fusion IP PLC (FIP)

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Wednesday 19 March, 2014

Fusion IP PLC

Court confirmation of Capital Reduction

RNS Number : 6953C
Fusion IP PLC
19 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

 

19 March 2014

 

FUSION IP PLC

 

(the "Company" or "Fusion IP")

 

Court confirmation of Capital Reduction and Effective Date

 

Further to the announcement dated 17 March 2014, the Fusion IP Board and the IP Group Board are pleased to announce that the Court has today made an order confirming the Capital Reduction at the Reduction Court Hearing, which follows the Court's sanction of the Scheme at the Scheme Court Hearing held on 17 March 2014.

 

The Scheme will become effective in accordance with its terms upon the Court Orders being delivered to the Registrar of Companies, which is expected to take place later today.

In connection with the Acquisition, Scheme Shareholders will receive 0.446 of a New IPG Share for each Scheme Share held at the Reduction Record Time and IP Group will be required to issue 39,150,484 New IPG Shares to Scheme Shareholders.  An application has been made to the FCA for the New IPG Shares to be listed on the premium segment of the Official List and to the London Stock Exchange for the New IPG Shares to be admitted to trading on the London Stock Exchange's main market for listed securities, which, in each case, is expected to take place at 8.00 a.m. (London time) on 20 March 2014.  Share certificates in respect of New IPG Shares will be despatched to Scheme Shareholders or Scheme Shareholders' stock account in CREST will be credited with such New IPG Shares (as applicable) no later than 2 April 2014, being 14 days from 19 March 2014.

As announced by the Company on 17 March 2014, trading in Fusion IP Shares on AIM was suspended with effect from 7.30 a.m. (London time) on 19 March 2014.  An application has been made to the London Stock Exchange for the cancellation of the Fusion IP Shares from trading on AIM and it is expected that such cancellation will take place at 7.00 a.m. (London time) on 20 March 2014.

 

Full details of the Acquisition are set out in the scheme document dated 4 February 2014 as sent or made available to Fusion IP Shareholders on 4 February 2014 ("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.


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