REG - Science Group PLC - Rule 19.6(b) update to post-offer intentions

ScienceAnnouncement

22/12/2023 07:00

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RNS Number : 6794X  Science Group PLC  22 December 2023

22 December 2023

THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULE
19.6(B) OF THE CITY CODE ON TAKEOVERS AND MERGERS.

 

SCIENCE GROUP PLC

('Science Group', the 'Group' or the 'Company')

 

Rule 19.6(b) update to stated post-offer intentions with regard to TP Group
plc ("TP Group")

Science Group announces that, following to the completion of its recommended
cash acquisition of TP Group, which was effected by way of a scheme of
arrangement under part 26 of the Companies Act 2006, and which became wholly
unconditional on 26 January 2023, Science Group has taken a course of action
which differs from the statements of intent made pursuant to Rules
2.7(c)(viii) and 24.2 of The City Code on Takeover and Mergers (the "Code")
(the "Stated Intentions"), as set out in its 2.7 announcement dated 31 October
2022 and the scheme document dated 21 November 2022 (together, the "Offer
Documentation").

Reasons for the modification to the Stated Intentions and action taken

As set out in the Offer Documentation, Science Group stated that it had no
plans to change the locations where people work in the core TP Group
businesses, including offices in Bristol, Portsmouth and Wincanton.

Science Group has determined that a modification to the original Stated
Intentions is required in relation to TP Group's locations, following the
closure of the Wincanton office in December 2023. The decision to close the
office was made for operational and security reasons. Whilst the office
remains part of the Group until the lease terminates on 25 January 2024, it is
not operational.  This modification will have no impact on the existing
business or Science Group's fundamental rationale for the acquisition.

With regards to the Bristol site, a new, substantially larger office is in the
process of being fitted out and will be operational in early 2024 while in
Portsmouth the Group has invested significantly in infrastructure upgrades.
Accordingly, the Board remains positive on the future outlook of TP Group
within the enlarged Science Group plc.

 

 For further information:

Science Group plc
 Sarah Cole, Company Secretary                                        Tel: +44 (0) 1223 875 200
                                                                      www.sciencegroup.com (http://www.sciencegroup.com)
 Stifel Nicolaus Europe Limited (Nominated Adviser and Joint Broker)
 Nick Adams, Alex Price, Richard Short                                Tel: +44 (0) 20 7710 7600

 Liberum Capital Limited (Joint Broker)
 Max Jones, Miquela Bezuidenhoudt                                     Tel: +44 (0) 20 3100 2000

 

 

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