Globe

IP Group plc – Capital raising

23 Jan 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.

THE DEFINED TERMS SET OUT IN THE APPENDIX APPLY IN THIS ANNOUNCEMENT.

Proposed Firm Placing and Placing, Open Offer and Offer for Subscription and Notice of General Meeting

The Board of IP Group announces a share issue to raise gross proceeds of up to approximately £75.0 million (approximately £72.9 million net of expenses) through the issue of up to 45,454,856 Capital Raising Shares by way of a Firm Placing and Placing, Open Offer and Offer for Subscription (together the “Capital Raising”) at a price of 165 pence per New Share.

The Issue Price represents a discount of 8.3 per cent. to the closing middle market price (as derived from the Daily Official List) of 179.9 pence per Ordinary Share on 22 January 2014.

In addition to the Capital Raising, the Boards of IP Group plc and Fusion IP plc announced today that they had reached agreement on the terms of a unanimously recommended all-share offer to be made by IP Group for the entire issued and to be issued share capital of Fusion not already owned by IP Group, to be implemented by way of a scheme of arrangement by Fusion under Part 26 of the Companies Act.

The Capital Raising and the Acquisition are not interconditional and neither is contingent on the other.

IP Group will shortly be publishing a Prospectus in connection with the Capital Raising and will be convening a General Meeting to approve certain matters necessary to implement the proposed Capital Raising.

Summary

  • Issue of 30,303,030 new Ordinary Shares through a Firm Placing raising gross proceeds of £50.0 million. The Firm Placing is underwritten by Numis Securities
  • Issue of up to 15,151,826 new Ordinary Shares pursuant to a non-underwritten Placing, Open Offer and Offer for Subscription to raise gross proceeds of up to approximately £25.0 million
  • Qualifying Shareholders are being offered the opportunity to participate in the Open Offer on the basis of 4.0377 Open Offer Share for every 100 Existing Ordinary Shares
  • Qualifying Shareholders are also being offered the opportunity to subscribe for Capital Raising Shares in addition to their Open Offer Entitlements under the Excess Application Facility
  • The Board has the ability to increase the size of the Capital Raising by up to one third should there be sufficient demand so that the total gross proceeds would be approximately £100.0 million
  • The Capital Raising will enable IP Group to accelerate the growth of the Group by increasing its overall rate of capital deployment in both its current portfolio and in new early stage opportunities that progress to the post-seed stage
  • The Capital Raising will also provide capital to allow IP Group to develop novel therapeutics with such opportunities being developed through majority-owned single-asset development vehicles or spin-out companies
  • The Capital Raising will provide capital to fund the growth of the Group’s developing US business
  • The Capital Raising is conditional on the passing of the Resolutions at the General Meeting. If the Resolutions are passed and the other conditions to the Capital Raising are satisfied, it is expected that dealings in the Capital Raising Shares will commence at 8.00 a.m. on 14 February 2014

The Prospectus concerning the Capital Raising will shortly be sent to Shareholders and will also be made available on the Company’s website www.ipgroupplc.com. Further details are set out in this announcement and in the Prospectus. A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do.

Alan Aubrey, Chief Executive Officer of IP Group, said:

“We believe there is a significant opportunity to accelerate growth by increasing our overall rate of capital deployment into both our existing portfolio and in new early stage opportunities both in the UK and internationally. In addition to strengthening the Group’s financial position, the capital raising will also enable IP Group to take advantage of opportunities to broaden its access to world class IP. We remain confident in the prospects for the group and would like to thank all of our stakeholders for their continued support.”

Readers are referred to the important notice that applies to this announcement. Unless otherwise stated, references to time contained in this announcement are to UK time. This announcement has been issued by and is the sole responsibility of IP Group plc.

For more information, please contact: 

IP Group plc

 

Alan Aubrey, Chief Executive Officer            

+44 (0) 20 7444 0050

Greg Smith, Chief Financial Officer            

+44 (0) 20 7444 0050

Liz Vaughan-Adams, Communications   

+44 (0) 20 7444 0062 / +44 (0) 7979 853 802

liz.vadams@ipgroupplc.com

Numis Securities Limited

+44(0) 20 7260 1000

Corporate Finance: Etienne Bottari / Michael Meade / Freddie Barnfield

 

Corporate Broking: James Black

 

 

FTI Consulting

+44(0) 20 7831 3113

Ben Atwell

 

John Dineen

 

Read the full press release