REG - IP Group PLC Touchstone Innov. - Offer for Touchstone Innovationsplc by IP Groupplc <Origin Href="QuoteRef">IPO.L</Origin> <Origin Href="QuoteRef">IVO.L</Origin> - Part 2

IPAnnouncement

20/06/2017 14:05

- Part 2: For the preceding part double click  ID:nRST6249Ia 

jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. 
 
Accordingly, copies of this Announcement and any formal documentation relating
to the Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws of that jurisdiction, and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send such documents in or into or from any
Restricted Jurisdiction. 
 
The Offer may not be made directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Offer may not be
capable of acceptance by any such use, means, instrumentality or facilities or
from within any Restricted Jurisdiction. 
 
The availability of New IP Group Shares pursuant to the Offer to Touchstone
Shareholders who are not resident in the United Kingdom or the ability of
those persons to hold such shares may be affected by the laws or regulatory
requirements of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements. Touchstone
Shareholders who are in doubt about such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction without delay. 
 
This announcement is not for publication, distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States. 
 
Important Notices Relating to Financial Advisers 
 
Rothschild, which is authorised and regulated by the FCA in the UK, is acting
exclusively for 
 
IP Group and no one else in connection with the Offer and will not be
responsible to anyone 
 
other than IP Group for providing the protections afforded to clients of
Rothschild or for providing 
 
advice in relation to the Offer or any other matters referred to in this
Announcement. 
 
Numis Securities Limited which is authorised and regulated by the FCA is
acting exclusively for IP Group and no-one else in connection with the Offer
and Numis Securities Limited 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 or any other matters referred to in this
Announcement. 
 
Cautionary Note Regarding Forward-Looking Statements 
 
This Announcement (including any information incorporated by reference into
this Announcement), oral statements regarding the Offer and other information
published by IP Group and/or Touchstone contain certain forward-looking
statements with respect to the financial condition, strategies, objectives,
results of operations and businesses of IP Group and Touchstone and their
respective groups and certain plans and objectives with respect to the
Combined Group. These forward-looking statements can be identified by the fact
that they do not relate only to historical or current facts. Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of IP
Group and/or Touchstone about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the Offer on IP Group
and/or Touchstone, the expected timing and scope of the Offer and other
statements other than historical facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. These statements are
based on assumptions and assessments made by IP Group, and/or Touchstone in
light of their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that will occur in the
future and the factors described in the context of such forward-looking
statements in this Announcement could cause actual results and developments to
differ materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and readers are therefore
cautioned not to place undue reliance on these forward-looking statements. 
 
There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions. For a discussion of important factors which
could cause actual results to differ from forward-looking statements in
relation to the IP Group Companies or the Touchstone Group, refer to the
annual report and accounts of IP Group for the financial year ended 31
December 2016 and of the Touchstone Group for the financial year ended 31 July
2016, respectively. 
 
Each forward-looking statement speaks only as at the date of this
Announcement. Neither IP Group nor its group assumes any obligation to update
or correct the information contained in this Announcement (whether as a result
of new information, future events or otherwise), except as required by
applicable law. 
 
Rounding 
 
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them. 
 
No Profit Forecasts or Estimates 
 
No statement in this Announcement (including any statement of estimated
synergies) is intended as a profit forecast or estimate for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share or dividend per share for IP Group, Touchstone or the
Combined Group, as appropriate, for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share or dividend per share for IP Group, Touchstone or the
Combined Group as appropriate. 
 
Dealing and Opening Position Disclosure Requirements 
 
Under Rule 8.3(a) of the City Code, any person who is interested in one per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. 
 
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested
in one per cent. or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the Business Day following the date of the
relevant dealing. If two or more persons act together pursuant to an agreement
or understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a securities exchange
offeror, they will be deemed to be a single person for the purpose of Rule
8.3. 
 
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Panel's
website at www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the Offer Period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure. 
 
Publication on website and availability of hard copies 
 
A copy of this Announcement is and will be available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, for
inspection on the investor relations section of IP Group's website
www.ipgroupplc.com/investor-relations/ by no later than 12 noon (London time)
on the Business Day following this Announcement. For the avoidance of doubt,
the contents of the websites referred to in this Announcement are not
incorporated into and do not form part of this Announcement. 
 
You may request a hard copy of this announcement free of charge (subject to
certain restrictions relating to persons resident in Restricted Jurisdictions)
by writing to Freddie Barnfield at Numis at f.barnfield@numis.com or by
calling +44 (0)20 7260 1000 during normal business hours. It is important that
you note that unless you make such a request, a hard copy of this announcement
will not be sent to you. You may also request that all future documents,
announcements and information to be sent to you in relation to the Offer
should be in hard copy form. 
 
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser. 
 
APPENDIX 1 
 
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER 
 
The Offer will be subject to the applicable requirements of the City Code, the
Panel, the London Stock Exchange and the FCA. The Offer will be governed by
English law and will be subject to the exclusive jurisdiction of the English
courts. In addition, the Offer will be subject to the terms and conditions set
out below and to be set out in the Offer Document and the Form of Acceptance. 
 
Each Condition shall be regarded as a separate Condition (as the case may be)
and shall not be limited by reference to any other Condition. 
 
Part A: Conditions of the Offer 
 
Acceptances 
 
(A)        The Offer will be conditional upon valid acceptances of the Offer
being received (and not, where permitted, withdrawn) by no later than 1.00
p.m. on the First Closing Date (or such later time(s) and/or date(s) as IP
Group may, in accordance with the City Code or with the consent of the Panel,
decide) in respect of not less than 75 per cent. (or such lesser percentage as
IP Group may decide) of the Touchstone Shares to which the Offer relates and
of the voting rights attached to those Touchstone Shares, provided that this
Condition will not be satisfied unless IP Group and/or any of the IP Group
Companies shall have acquired or agreed to acquire (whether pursuant to the
Offer or otherwise), directly or indirectly, Touchstone Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of Touchstone, including for this purpose
(except to the extent otherwise agreed by the Panel) any such voting rights
attaching to Touchstone Shares that are unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to acceptances
whether pursuant to the exercise of any outstanding subscription or conversion
rights or otherwise. 
 
For the purposes of this Condition: 
 
(i)         Touchstone Shares which have been unconditionally allotted shall
be deemed to carry the voting rights they will carry upon being entered into
the register of members of Touchstone; 
 
(ii)         all percentages of voting rights, share capital and relevant
securities are to be calculated by reference to the percentage held and in
issue outside treasury; and 
 
(iii)        the expression "Touchstone Shares to which the Offer relates"
shall be construed in accordance with Chapter 3 of Part 28 of the Companies
Act. 
 
IP Group Shareholder approval 
 
(B)        the passing at the IP Group General Meeting (or at any adjournment
thereof) of such resolution or resolutions as are necessary to approve,
implement and effect the Offer and the acquisition of any Touchstone Shares
including a resolution or resolutions to authorise the allotment of New IP
Group Shares pursuant to the Offer and approve the Offer in accordance with
the Class 1 requirements under Listing Rule 10.5.1R (2) (as such resolutions
shall be set out in the Circular in due course); 
 
Admission to listing 
 
(C)        the UK Listing Authority having acknowledged to IP Group or its
agent (and such acknowledgement not having been withdrawn) that the
application for the admission of the New IP Group Shares to the premium
segment of the Official List has been approved and (after satisfaction of any
conditions to which such approval is expressed to be subject ("listing
conditions")) will become effective as soon as a dealing notice has been
issued by the FCA and any listing conditions having been satisfied; 
 
Admission to trading 
 
(D)        the London Stock Exchange having acknowledged to IP Group or its
agent (and such acknowledgement not having been withdrawn) that the New IP
Group Shares will be admitted to trading on the main market of the London
Stock Exchange; 
 
CMA clearance 
 
(E)        any one of the following conditions having been fulfilled: 
 
(i)         issuance of a decision by the Competition and Markets Authority
(the "CMA") that the Merger does not constitute a relevant merger situation
pursuant to section 23 of the Enterprise Act 2002 (the "Enterprise Act"); or 
 
(ii)         issuance of a decision by the CMA pursuant to sections 22 or 33
of the Enterprise Act that a reference for an in-depth investigation will not
be made in respect of the Merger either unconditionally or subject to
conditions, obligations, undertakings or modifications in terms satisfactory
to IP Group pursuant to section 73 of the Enterprise Act; or 
 
(iii)        if any of the circumstances specified in section 100(1) of the
Enterprise Act applies in respect of that merger notice, issuance of a
decision by the CMA pursuant to Condition (i) or (ii) above; or 
 
(iv)        expiry of the period prescribed in section 34ZA of the Enterprise
Act in which the CMA may issue a decision that a reference will be made in
respect of the Merger, but without such a decision having been issued, by the
CMA pursuant to sections 22 or 33 of the Enterprise Act, 
 
and in each case the CMA not having already made an order pursuant to section
72(2) of the Enterprise Act in terms that would prevent the Offer becoming
unconditional. 
 
Offer control clearance in any other jurisdiction 
 
(F)        to the extent that IP Group and Touchstone agree (such agreement to
take due account of their relative legal obligations, and not to be
unreasonably withheld) that any other Offer control consents or approvals are
required or desirable prior to the completion of the Offer according to the
law of any other jurisdiction, all relevant notifications or filings having
been made, all appropriate waiting periods having expired, lapsed or been
terminated and all such clearances or approvals having been granted (or being
deemed to have been granted in accordance with the relevant law) and is on
terms reasonably satisfactory to IP Group and Touchstone; 
 
FCA approval 
 
(G)       in respect of IP Group, the appropriate regulator (as defined in
section 178(2A) of FSMA) of each UK authorised person (as defined in section
191G of FSMA) within the Wider Touchstone Group in which IP Group intends to
acquire or increase control: 
 
(i)         having given notice for the purposes of section 189(4)(a) of FSMA
that it has determined to approve such acquisition or increase in control on
terms reasonably satisfactory to IP Group; or 
 
(ii)         being treated, by virtue of section 189(6) of FSMA, as having
approved such acquisition of or increase in control, 
 
where references to FSMA are read, where applicable, with the Financial
Services and Markets Act 2000 (Controllers) (Exemptions) Order 2009; 
 
General Third Party clearances 
 
(H)        other than in respect of Conditions (E) to (G) above, no government
or governmental, quasi-governmental, supranational, statutory, regulatory,
environmental or investigative body, court, trade agency, association,
institution or any other body or person whatsoever in any jurisdiction (each a
"Third Party") having decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, or enacted,
made or proposed any statute, regulation, decision or order, or having taken
any other steps which would or might reasonably be expected to: 
 
(i)          require, prevent or delay the divestiture, or materially alter
the terms envisaged for any proposed divestiture by any member of the Wider IP
Group or any member of the Wider Touchstone Group of all or any portion of
their respective businesses, assets or property or impose any limitation on
the ability of any of them to conduct their respective businesses (or any of
them) or to own any of their respective assets or properties or any part
thereof which, in any such case, is material in the context of the Wider IP
Group or the Wider Touchstone Group, in either case taken as a whole; 
 
(ii)         require, prevent or delay the divestiture by any member of the
Wider IP Group of any shares, securities or other interests in any member of
the Wider Touchstone Group; 
 
(iii)        impose any material limitation on, or result in a delay in, the
ability of any member of the Wider IP Group directly or indirectly to acquire
or to hold or to exercise effectively, directly or indirectly, any rights of
ownership in respect of shares or loans or securities convertible into shares
or any other securities (or the equivalent) in any member of the Wider
Touchstone Group or the Wider IP Group or to exercise management control over
any such member; 
 
(iv)        otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider IP Group or of any member of the Wider
Touchstone Group to an extent which is material in the context of the Wider IP
Group or the Wider Touchstone Group, in either case taken as a whole; 
 
(v)         make the Offer or its implementation or the acquisition or
proposed acquisition by IP Group or any member of the Wider IP Group of any
shares or other securities in, or control of Touchstone or any member of the
Wider Touchstone Group void, illegal, and/or unenforceable under the laws of
any jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit, delay or otherwise interfere with the same, or impose additional
conditions or obligations with respect thereto, or otherwise challenge or
interfere therewith; 
 
(vi)        require any member of the Wider IP Group or the Wider Touchstone
Group to offer to acquire any shares or other securities (or the equivalent)
or interest in any member of the Wider Touchstone Group or the Wider IP Group
owned by any third party; 
 
(vii)        impose any limitation on, or result in any delay of, the ability
of any member of the Wider Touchstone Group or the Wider IP Group to integrate
or co-ordinate its business, or any part of it, with the businesses of any
other member of the Wider Touchstone Group or the Wider IP Group which is
adverse to and material in the context of the Wider Touchstone Group or the
Wider IP Group, in each case taken as a whole or in the context of the Offer;
or 
 
(viii)       result in any member of the Wider Touchstone Group or the Wider
IP Group ceasing to be able to carry on business under any name under which it
presently does so, and all applicable waiting and other time periods during
which any such Third Party could institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or any other step under
the laws of any jurisdiction in respect of the Offer or the acquisition or
proposed acquisition of any Touchstone Shares having expired, lapsed or been
terminated; 
 
Requisite filings, etc. 
 
(I)         other than in relation to the competition law and regulatory
approvals referred to in (E) to (G) above, all necessary filings or
applications having been made in connection with the Offer and all statutory
or regulatory obligations in any jurisdiction having been complied with in
connection with the Offer or the acquisition by any member of the Wider IP
Group of any shares or other securities in, or control of, Touchstone and the
Touchstone Group and all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
reasonably deemed necessary or appropriate by IP Group or any member of the
Wider IP Group for or in respect of the Offer or the proposed acquisition of
any shares or other securities in, or control of, Touchstone by any member of
the Wider IP Group having been obtained in terms and in a form reasonably
satisfactory to IP Group from all appropriate Third Parties or persons with
whom any member of the Wider Touchstone Group has entered into contractual
arrangements and all such authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
together with all material authorisations, orders, recognitions, grants,
licences, confirmations, clearances, permissions and approvals necessary or
appropriate to carry on the business of any member of the Wider Touchstone
Group which is material in the context of the operations of the IP Group
Companies or the Touchstone Group as a whole remaining in full force and
effect and all filings necessary for such purpose have been made and there
being no notice or intimation of any intention to revoke or not to renew any
of the same at the time at which the Offer becomes otherwise unconditional and
all necessary statutory or regulatory obligations in any jurisdiction having
been complied with; 
 
Certain matters arising as a result of any arrangement, agreement etc. 
 
(J)         save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Touchstone Group is a party or by or to which any such member or any of
its assets may be bound, entitled or subject, which in consequence of the
Offer or the proposed acquisition of any shares or other securities in
Touchstone or because of a change in the control or management of Touchstone
or otherwise, could or might result in (in each case to an extent which is
material and adverse in the context of the Wider Touchstone Group as a whole,
or in the context of the Offer): 
 
(i)          any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited; 
 
(ii)         any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any such member
thereunder being terminated or adversely modified or adversely affected or any
obligation or liability arising or any adverse action being taken or arising
thereunder; 
 
(iii)        any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged; 
 
(iv)        the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or
assets of any such member; 
 
(v)         the rights, liabilities, obligations or interests of any such
member in, or the business of any such member with, any person, firm or body
(or any arrangement or arrangements relating to any such interest or business)
being terminated, adversely modified or adversely affected; 
 
(vi)        the value of any such member or its financial or trading position
or prospects being prejudiced or adversely affected; 
 
(vii)        any such member ceasing to be able to carry on business under any
name under which it presently does so; or 
 
(viii)       the creation of any liability, actual or contingent, by any such
member, and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Touchstone Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject, could result in
any of the events or; 
 
circumstances as are referred to in sub-paragraphs (i) to (viii) of this
Condition (in each case to the extent which is material in the context of the
Wider Touchstone Group taken as a whole); 
 
Certain events occurring since 31 March 2017 
 
(K)        save as Disclosed, no member of the Wider Touchstone Group having,
since 31 March 2017: 
 
(i)          save as between Touchstone and wholly-owned subsidiaries of
Touchstone or for Touchstone Shares issued pursuant to the exercise of options
or vesting of awards granted under the Share Schemes, issued, authorised or
proposed the issue of additional Touchstone Shares of any class; 
 
(ii)         save as between Touchstone and wholly-owned subsidiaries of
Touchstone, or for the grant of options or awards under the Touchstone Share
Schemes, issued or agreed to issue, authorised or proposed the issue of
securities convertible into Touchstone Shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or convertible
securities; 
 
(iii)        other than to another member of the Touchstone Group or as
provided for in this Announcement recommended, declared, paid or made or
proposed to recommend, declare, pay or make any bonus, dividend or other
distribution whether payable in cash or otherwise; 
 
(iv)        save for intra-Touchstone Group transactions, merged or demerged
with any body corporate or acquired or disposed of or transferred, mortgaged
or charged or created any security interest over any assets or any right,
title or interest in any asset (including shares and trade investments) or
authorised or proposed or announced any intention to propose any Offer,
demerger, acquisition or disposal, transfer, mortgage, charge or security
interest, in each case, (i) other than in the ordinary course of business and
(ii) which is material in the context of the Wider Touchstone Group taken as a
whole; 
 
(v)         save for intra-Touchstone Group transactions, made or authorised
or proposed or announced an intention to propose any change in its loan
capital in each case, to the extent which is material in the context of the
Wider Touchstone Group taken as a whole; 
 
(vi)        issued, authorised or proposed the issue of any debentures or
(save for intra-Touchstone Group transactions), save in the ordinary course of
business, incurred or increased any indebtedness or become subject to any
guarantee or contingent liability; 
 
(vii)        purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital, in each case, to the extent
which is material in the context of the Wider Touchstone Group taken as a
whole; 
 
(viii)       other than pursuant to the Offer (and except for transactions
between Touchstone and its wholly-owned subsidiaries or between wholly-owned
subsidiaries of Touchstone which are not material in the context of the Wider
Touchstone Group) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme, commitment
or other transaction or arrangement; 
 
(ix)        entered into or changed the terms of any contract with any
director or senior executive; 
 
(x)         entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which is or could be
restrictive on the businesses of any member of the Wider Touchstone Group or
the Wider IP Group or which involves or could involve an obligation of such a
nature or magnitude other than in the ordinary course of business and which is
material or would reasonably likely to be material in the context of the Wider
Touchstone Group taken as a whole; 
 
(xi)        (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or had any legal
proceedings started or threatened against it for its winding-up, dissolution
or reorganisation or for the appointment of a receiver, administrative
receiver, administrator, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction or had any
such person appointed, and in each such case, to the extent which is material
in the context of the Wider Touchstone Group taken as a whole; 
 
(xii)       entered into any contract, transaction or arrangement which would
be restrictive on the business of any member of the Wider Touchstone Group
other than to a nature and extent which is normal in the context of the
business concerned, and in each such case which is material or would
reasonably likely to be material in the context of the Wider Touchstone Group
taken as a whole; 
 
(xiii)      waived or compromised any claim otherwise than in the ordinary
course of business and in any case which is material or would reasonably
likely to be material in the context of the Wider Touchstone Group taken as a
whole; 
 
(xiv)       entered into any contract, commitment, arrangement or agreement or
passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced any intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition; 
 
(xv)       having made or agreed or consented to any change to: 
 
(1)         the terms of the trust deeds constituting the pension scheme(s)
established by any member of the Wider Touchstone Group for its directors,
employees or their dependents; 
 
(2)         the contributions payable to any such scheme(s) or to the benefits
which accrue or to the pensions which are payable thereunder; 
 
(3)         the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined; or 
 
(4)         the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued or made, in each case, to the extent which
is material in the context of the Wider Touchstone Group taken as a whole; 
 
(xvi)       proposed, agreed to provide or modified the terms of the
Touchstone Share Schemes or any share option scheme, incentive scheme or other
benefit constituting a material change relating to the employment or
termination of employment of a material category of persons employed by the
Wider Touchstone Group or which constitutes a material change to the terms or
conditions of employment of any senior employee of the Wider Touchstone Group,
save as agreed by the Panel (if required) and by IP Group; or 
 
(xvii)      having taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
Touchstone Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the City Code. 
 
No adverse change, litigation or regulatory enquiry 
 
(L)        save as Disclosed, since 31 March 2017: 
 
(i)          no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the Wider Touchstone Group which, in any such case, is material in
the context of the Wider Touchstone Group taken as a whole and no
circumstances have arisen which would or might reasonably be expected to
result in any such adverse change; 
 
(ii)         no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Touchstone Group is or may
become a party (whether as a plaintiff, defendant or otherwise) and no
investigation by any Third Party against or in respect of any member of the
Wider Touchstone Group having been instituted announced or threatened by or
against or remaining outstanding in respect of any member of the Wider
Touchstone Group which in any such case, has had or might reasonably be
expected to have an adverse effect that is material in the context of the
Wider Touchstone Group; and 
 
(iii)        no contingent or other liability having arisen or become apparent
to IP Group (other than in the ordinary course of business) which will or
might be likely to adversely affect the business, assets, financial or trading
position or profits or prospects or operational performance of any member of
the Wider Touchstone Group to an extent which is material in the context of
the Wider Touchstone Group taken as a whole; 
 
No withdrawal, cancellation, termination or modification of licence 
 
(M)       save as Disclosed, no steps having been taken which are likely to
result in the withdrawal, cancellation, termination or modification of any
licence held by any member of the Wider Touchstone Group which is necessary
for the proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which is material and has had, or might
reasonably be expected to have, a material adverse effect on the Wider
Touchstone Group taken as a whole; 
 
No discovery of certain matters 
 
(N)        save as Disclosed, IP Group not having discovered: 
 
(i)          that any financial, business or other information concerning the
Wider Touchstone Group as contained in the information publicly disclosed at
any time by or on behalf of any member of the Wider Touchstone Group is
materially misleading, contains a material misrepresentation of fact or omits
to state a fact necessary to make that information not misleading; 
 
(ii)         that any member of the Wider Touchstone Group is subject to any
liability (contingent or otherwise); or 
 
(iii)        any information which affects the import of any information
disclosed at any time prior to this Announcement by or on behalf of any member
of the Wider Touchstone Group to any member of the Wider IP Group, in each
case, to the extent which is material in the context of the Wider Touchstone
Group taken as a whole; 
 
Anti-corruption, sanctions and criminal property 
 
(O)        save as Disclosed, IP Group not having discovered that: 
 
(i)          (a) any past or present member, director, officer or employee of
the Wider Touchstone Group is or has at any time engaged in any activity,
practice or conduct which would constitute an offence under the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption legislation; or (b) any person that performs or has performed
services for or on behalf of the Wider Touchstone Group is or has at any time
engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption legislation; or 
 
(ii)         any material asset of any member of the Wider Touchstone Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002; or 
 
(iii)        any past or present member, director, officer or employee of the
Touchstone Group has engaged in any business with, made any investments in,
made any funds or assets available to or received any funds or assets from:
(a) any government, entity or individual in respect of which US or European
Union persons, or persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or making
available funds or economic resources, by US or European Union laws or
regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HM Treasury & Customs; or (b) any
government, entity or individual targeted by any of the economic sanctions of
the United Nations, the United States, the European Union or any of its member
states, in each case to an extent which is material in the context of the
Wider Touchstone Group taken as a whole; or 
 
(iv)        no member of the Touchstone Group being engaged in any transaction
which would cause IP Group to be in breach of any law or regulation upon its
acquisition of Touchstone, including the economic sanctions of the United
States Office of Foreign Assets Control, or HM Treasury & Customs, or any
government, entity or individual targeted by any of the economic sanctions of
the United Nations, the United States, the European Union or any of its member
states. 
 
Intellectual Property 
 
(P)        no circumstance having arisen or event having occurred in relation
to any intellectual property owned or used by any member of the Wider
Touchstone Group which would have a material adverse effect on the Wider
Touchstone Group taken as a whole or is otherwise material in the context of
the Offer, including: 
 
(i)          any member of the Wider Touchstone Group losing its title to any
intellectual property, or any intellectual property owned by the Wider
Touchstone Group being revoked, cancelled or declared invalid; 
 
(ii)         any claim being asserted in writing or threatened in writing by
any person challenging the ownership of any member of the Wider Touchstone
Group to, or the validity or effectiveness of, any of its intellectual
property; or 
 
(iii)        any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Touchstone Group being terminated or
varied. 
 
Part B: Waiver and Invocation of the Conditions 
 
Subject to the requirements of the Panel in accordance with the City Code IP
Group reserves the right to waive, in whole or in part, all or any of the
Conditions above, except for those Conditions (A)-(D) which cannot be waived. 
 
. 
 
Part C: Implementation by way of Scheme 
 
IP Group reserves the right to elect to implement the Offer by way of a Scheme
as an alternative to the Offer, subject to the Panel's consent. 
 
Part D: Certain further terms of the Offer 
 
If IP Group is required by the Panel to make an offer for Touchstone Shares
under the provisions of Rule 9 of the City Code, IP Group may make such
alterations to any of the above Conditions as are necessary to comply with the
provisions of that Rule. 
 
Fractions of New IP Group Shares will not be allotted or issued to persons
accepting the Offer. Fractional entitlements to New IP Group Shares will be
aggregated and sold in the market and the net proceeds of sale distributed pro
rata to persons entitled thereto. However, individual entitlements to amounts
of less than 289 pence will not be paid to persons accepting the Offer but
will be retained for the benefit of IP Group. 
 
The New IP Group Shares will be issued credited as fully paid and will rank
pari passu in all respects with the existing IP Group Shares. Applications
will be made to the UK Listing Authority for the New IP Group Shares to be
admitted to the Official List with a premium listing and to the London Stock
Exchange for the New IP Group Shares to be admitted to trading. 
 
The New IP Group Shares to be issued pursuant to the Offer have not been and
will not be registered under the United States Securities Act of 1933 (as
amended) nor under any of the relevant securities laws of any Restricted
Jurisdiction. Accordingly, the New IP Group Shares may not be offered, sold or
delivered, directly or indirectly, into any Restricted Jurisdiction, except
pursuant to exemptions from applicable requirements of any such jurisdiction. 
 
Touchstone Shares which will be acquired under the Offer will be acquired
fully paid and free from all liens, equities, charges, encumbrances, options,
rights of pre-emption and any other third party rights and interests of any
nature and together with all rights now or hereafter attaching or accruing to
them, including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this Announcement. 
 
If any dividend or other distribution is announced, declared, made, paid or
becomes payable by Touchstone in respect of the Touchstone Shares on or after
the date of this Announcement and before the Completion Date, IP Group
reserves the right to reduce the offer consideration payable for each
Touchstone Share by the amount of such dividend or other distribution by
adjusting the Exchange Ratio. 
 
The availability of the Offer to Touchstone Shareholders who are not resident
in the UK or who are subject to the laws and/or regulations of another
jurisdiction (including the ability of such Touchstone Shareholders to accept
the Offer and/or to execute and deliver a Form of Acceptance) may be
restricted by the laws and/or regulations of those jurisdictions. Persons who
are not resident in the UK or who are subject to the laws and/or regulations
of any jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. Touchstone
Shareholders who are in doubt about such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction without delay. 
 
The Offer shall lapse if, before 1:00 p.m. on the First Closing Date or the
date when the Offer becomes or is declared unconditional as to acceptances,
whichever is later, the Offer or any matter arising from or relating to the
Offer becomes subject to a CMA Phase 2 Reference. 
 
APPENDIX 2 
 
SOURCES OF INFORMATION AND BASES OF CALCULATION 
 
In this Announcement: 
 
1.         Unless otherwise stated, financial information relating to IP Group
has been extracted or derived (without any adjustment) from the audited annual
report and accounts of IP Group for the financial year ended 31 December
2016. 
 
2.         The value of the Offer is calculated: 
 
·    by reference to the price of 134 pence per IP Group Share, being the
Closing Price on 19 June 2017, the last Business Day prior to this
Announcement; and 
 
·    the Exchange Ratio of 2.1575 New IP Group Shares in exchange for each
Touchstone Share; and 
 
·    on the basis of the existing number of Touchstone Shares in issue
referred to in paragraph 4 below. 
 
3.         References to the existing issued share capital of IP Group are to
the number of IP Group Shares in issue as at 19 June 2017, being the last
Business Day prior to the date of this announcement, which was 696,727,321 IP
Group Shares. The international securities identification number for the IP
Group Shares is GB00B128J450. 
 
4.         References to the existing issued share capital of Touchstone are
to the number of Touchstone Shares in issue as at 31 January 2017 and taken
from Touchstone's results for the six months ended 31 January 2017, published
on 31 March 2017, which was 161,204,124 Touchstone Shares. The international
securities identification number for the Touchstone Shares is GB00B170L953. 
 
APPENDIX 3 
 
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT 
 
 Name of Touchstone shareholder                   Number of Touchstone Shares over which undertaking is given  Percentage of Touchstone issued share capital as at 31 January 2017  
 Woodford Investment Management Ltd               16,120,413                                                   10.0000                                                              
 Invesco Asset Management Ltd                     16,120,000                                                   9.9997                                                               
 Lansdowne Developed Markets Master Fund Limited  16,120,000                                                   9.9997                                                               
 Total                                            48,360,413                                                   29.9995                                                              
 
 
 Name of Touchstone shareholder                   Number of Touchstone Shares over which letter of intent is given  Percentage of Touchstone issued share capital as at 31 January 2017  
 Woodford Investment Management Ltd               20,636,738                                                        12.8016                                                              
 Invesco Asset Management Ltd                     46,750,000                                                        29.0005                                                              
 Lansdowne Developed Markets Master Fund Limited  4,082,542                                                         2.5325                                                               
 Total                                            71,469,280                                                        44.3346                                                              
 
 
APPENDIX 4 
 
DEFINITIONS 
 
"Admission" means admission of the New IP Group Shares to the premium segment
of the Official List and to trading on the Main Market of the London Stock
Exchange. 
 
"Announcement" means this announcement made pursuant to Rule 2.7 of the City
Code. 
 
"associated undertaking" shall be construed in accordance with paragraph 19 of
Schedule 6 to The Large and Medium-sized Company and Groups (Accounts and
Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring
paragraph 19 (1) (b) of Schedule 6 to these regulations. 
 
"Board" means the board of directors of IP Group. 
 
"Business Day" means a day, (other than a Saturday, Sunday, public or bank
holiday) on which banks are generally open for business in London. 
 
"Capital Raise" means the £207 million capital raise announced by IP Group on
23 May 2017. 
 
"Circular" means the circular to be sent by IP Group to IP Group Shareholders
summarising the background to the reasons for the Offer, which will include a
notice convening the IP Group General Meeting. 
 
"City Code" means the City Code on Takeovers and Mergers. 
 
"Closing Price" means, on any particular day, the price at which the last
trade was made, as derived from the daily official list of the London Stock
Exchange on that day. 
 
"CMA" means the UK Competition and Markets Authority. 
 
"CMA Phase 2 Reference" means a reference of the Offer to the chair of the CMA
for the constitution of a group under Schedule 4 to the UK Enterprise and
Regulatory Reform Act 2013. 
 
"Companies Act" means Companies Act 2006 (as amended). 
 
"Combined Group" means the enlarged group following completion of the Offer
comprising the IP Group Companies and the Touchstone Group. 
 
"Completion" or "Completion Date" means the date on which the Offer becomes or
is declared unconditional in all respects or, if IP Group elects to implement
the Offer by way of Scheme, the date on which the Scheme becomes effective in
accordance with its terms. 
 
"Conditions" means the conditions to the implementation of the Offer set out
in Appendix 1 to this Announcement and to be set out in the Offer Document. 
 
"Confidentiality Agreement" means the non-disclosure agreement dated 20th
April 2017 entered into between Touchstone and IP Group. 
 
"Court" means the High Court of Justice in England and Wales. 
 
"Court Meeting" means, if IP Group elects to implement the Offer by way of
Scheme, any meeting(s) of the Touchstone Shareholders convened by order of the
Court pursuant to section 896 of the Companies Act for the purpose of
considering and, if thought fit, approving the Scheme (with or without
amendment) and any adjournment, postponement or reconvention thereof. 
 
"Day 45" means the date 45 days from posting of the Offer Document. 
 
"Dealing Disclosure" means an announcement pursuant to Rule 8 of the City Code
containing details of dealings in relevant securities of a party to an offer. 
 
"Disclosed" means the information fairly disclosed by, or on behalf of
Touchstone: (i) in the Annual Report and Accounts of the Touchstone Group for
the financial year ended 31 July 2016; (ii) in this Announcement; (iii) in any
other public announcement made by Touchstone in accordance with the Market
Abuse Regulation, the Listing Rules and the Disclosure Guidance and
Transparency Rules prior to this Announcement; or (iv) as disclosed in writing
prior to the date of this Announcement by or on behalf of Touchstone to IP
Group (or its respective officers, employees, agents or advisers in their
capacity as such). 
 
"Disclosure Guidance and Transparency Rules" means the Disclosure Guidance and
Transparency Rules of the FCA in its capacity as the UK Listing Authority
under FSMA and contained in the UK Listing Authority's publication of the same
name. 
 
"EU" or "European Union" means an economic and political union of 28 member
states which are located primarily in Europe. 
 
"Exchange Ratio" means the exchange ratio of 2.1575 New IP Group Shares in
exchange for each Touchstone Share as it may be adjusted as set out in the
Offer Document. 
 
"FCA" means the Financial Conduct Authority. 
 
"First Closing Date" means the first closing date of the Offer, to be set out
in the Offer Document. 
 
"Form of Acceptance" means the form of acceptance and authority relating to
the Offer which shall accompany the Offer Document for use by Touchstone
Shareholders with Touchstone Shares in certificated form in connection with
the Offer; 
 
"FSMA" means the Financial Services and Markets Act 2000 (as amended). 
 
"IP Group" means IP Group plc, incorporated in England and Wales with
registered number 04204490. 
 
"IP Group Directors" means the directors of IP Group as at the date of this
Announcement or, where the context so requires, the directors of IP Group from
time to time. 
 
"IP Group General Meeting" means the general meeting of IP Group Shareholders
to be convened to consider and, if thought fit, approve the IP Group
Resolutions, including any adjournment thereof. 
 
"IP Group Companies" means IP Group, its subsidiaries and its subsidiary
undertakings from time to time. 
 
"IP Group Opening Position Disclosure" means the Opening Position Disclosure
made by IP Group on 12 June 2017; 
 
"IP Group Resolutions" means the ordinary shareholder resolutions of IP Group
to approve, effect and implement the Offer and to grant authority to the IP
Group Directors to allot the New IP Group Shares. 
 
"IP Group Shareholders" means holders of IP Group Shares. 
 
"IP Group Shares" means the ordinary shares of 2 pence each in the capital of
IP Group. 
 
"Listing Rules" means the rules and regulations made by the UK Listing
Authority under 
 
Part VI of FSMA and contained in the UK Listing Authority's publication of the
same name (as amended from time to time). 
 
"London Stock Exchange" means London Stock Exchange plc. 
 
"Market Abuse Regulation" means The Market Abuse Regulation (2014/596/EU). 
 
"New IP Group Shares" means the new IP Group Shares to be issued pursuant to
the Offer. 
 
"Offer" means the offer proposed to be made by IP Group to Touchstone
Shareholders to acquire the entire issued and to be issued share capital of
Touchstone on the terms and subject to the Conditions set out in this
Announcement and to be set out in the Offer Document and the Form of
Acceptance including, where the context so requires, any subsequent revision,
variation, extension or renewal of such offer. 
 
"Offer Document" means should the Offer be implemented by means of the Offer,
the document to implement the Offer, which shall include a prospectus relating
to IP Group in respect of the offer of New IP Group Shares and which will
contain, inter alia, the full terms and conditions of the Offer. 
 
"Offer Period" means the period which commenced on 23 May 2017 and ending on
whichever of the following dates shall be the latest: (i) 1.00 p.m. on the
First Closing Date; (ii) the date on which the Offer lapses or is withdrawn;
and (iii) the date on which the Offer becomes or is declared unconditional as
to acceptances. 
 
"Official List" means the official list maintained by the UK Listing
Authority. 
 
"Opening Position Disclosure" means an announcement containing details of
interests or short positions in, or rights to subscribe for, any relevant
securities of a party to the offer 
 
if the person concerned has such a position. 
 
"Panel" means the Panel on Takeovers and Mergers. 
 
"Restricted Jurisdiction" means any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory or criminal
exposure if information concerning the Offer is sent or made available to
Touchstone Shareholders in that jurisdiction. 
 
"Rothschild" N M Rothschild & Sons Limited, New Court St Swithin's Lane,
London, EC4N 8AL 
 
"Scheme" means, if IP Group so elects, a scheme of arrangement under Part 26
of the Companies Act between Touchstone and Touchstone Shareholders to
implement the Offer with or subject to any modification, addition or condition
approved or imposed by the Court. 
 
"Scheme Document" means, if IP Group so elects to implement the Offer by way
of Scheme, the document to be dispatched to Touchstone Shareholders including
the particulars required by section 897 of the Companies Act. 
 
"Significant Interest" means in relation to an undertaking, a direct or
indirect interest of 20 per 
 
cent. or more of (1) the total voting rights conferred by the equity share
capital (as defined in section 548 of the Companies Act) of such undertaking
or (2) the relevant partnership interest. 
 
"subsidiary, subsidiary undertakings and undertakings" shall be construed in
accordance with the Companies Act. 
 
"Third Party" has the meaning given to it in Condition (H) in Part A of
Appendix 1. 
 
"Touchstone" means Touchstone Innovations plc, incorporated in England and
Wales with registered number 
 
05796766 
 
. 
 
"Touchstone Board" means the board of directors of Touchstone. 
 
"Touchstone Directors" means the directors of Touchstone as at the date of
this Announcement or, where the context so requires, the directors of
Touchstone from time to time. 
 
"Touchstone General Meeting" means, if IP Group so elects to implement the
Offer by way of Scheme, the general meeting of Touchstone Shareholders to be
convened to consider and if thought fit pass, inter alia, a special resolution
in relation to the Scheme and the Offer. 
 
"Touchstone Group" means Touchstone and its subsidiaries and its subsidiary
undertakings from time to time. 
 
"Touchstone Shareholders" means the holders of Touchstone Shares. 
 
"Touchstone Share Schemes" means Touchstone's Long-term Incentive Plan (24 May
2006), the Imperial Innovations SAYE Share Option Scheme and any predecessor
plan previously adopted by Touchstone, each as amended from time to time. 
 
"Touchstone Shares" means the ordinary shares of 3 1⁄33 pence each in the
capital of Touchstone. 
 
"UK" or "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland. 
 
"UK Listing Authority" means the FCA as the authority for listing in the
United Kingdom. 
 
"US" or "United States" means the United States of America, its territories
and possessions, any state of the United States of America and the District of
Columbia. 
 
"Wider IP Group" means IP Group and its subsidiaries, subsidiary undertakings,
associated undertakings and any other body corporate, partnership, joint
venture or person in which IP Group and all such undertakings (aggregating
their interests) have a Significant Interest (other than any member of the
Wider Touchstone Group). 
 
"Wider Touchstone Group" means Touchstone and its subsidiaries, subsidiary
undertakings, associated undertakings and any other body corporate,
partnership, joint venture or person in which Touchstone and all such
undertakings (aggregating their interests) have a 

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