US

IP Group plc - Result of Capital Raising

27 Mar 2015

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.

CAPITALISED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE PROSPECTUS.

Result of Capital Raising

On 10 March 2015, IP Group announced a proposed Firm Placing, Placing and Open Offer (together the “Capital Raising”) at a price of 225 pence per share.

Shareholder approval of the Capital Raising was received at yesterday’s General Meeting. The Company will therefore issue 56,888,888 Capital Raising Shares, raising gross proceeds of GBP128.0 million. The issue of shares will be split as follows:

  • 51,111,111 Capital Raising Shares under the Firm Placing, raising gross proceeds of GBP115.0 million
  • 2,677,902 Capital Raising Shares taken up under the Open Offer, raising gross proceeds of approximately GBP6.0 million
  • 3,099,875 Capital Raising Shares under the Placing, raising gross proceeds of approximately GBP7.0 million

Applications for Open Offer Entitlements under the Open Offer have been met in full. Excess Applications under the Open Offer were received for a total of 1,765,426 Excess Shares; such applications have been met in full.

Miscellaneous

The Capital Raising remains conditional upon the Placing Agreement becoming unconditional in all respects and Capital Raising Admission occurring by not later than 8.00 a.m. on 27 March 2015 (or such later time and date as the Company and Numis may agree, being not later than 8.00 a.m. on 10 April 2015). Application has been made for the admission of 56,888,888 Capital Raising Shares to the Official List of the Financial Conduct Authority ("FCA") and to trading on the premium segment of the London Stock Exchange's main market for listed securities. It is expected that Admission and commencement of dealings in the Capital Raising Shares will become effective at 8.00 a.m. on 27 March 2015.

Capital Raising Shares in uncertificated form are expected to be credited to CREST accounts as soon as practicable after 8.00 a.m. on 27 March 2015 and definitive share certificates for the Capital Raising Shares in certificated form are expected to be dispatched by 7 April 2015.

The Capital Raising Shares, when issued and fully paid, will rank in full for all dividends or distributions made, paid or declared after 10 March 2015 (being the date of the prospectus issued by the Company in connection with the Capital Raising (the "Prospectus")) and otherwise pari passu in all respects with the Existing Shares.

The total issued share capital of IP Group following Admission will be 536,413,285 ordinary shares of 2 pence each. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Capitalised terms used in this announcement have the meanings given to them in the Prospectus.

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

"We are delighted to announce the successful completion of the capital raise. This leaves the Group well positioned to continue to accelerate its growth by increasing our overall rate of capital deployment into the existing portfolio as well as into new early stage opportunities, both in the UK and the US."

For more information, please contact:

IP Group plc
Alan Aubrey, Chief Executive Officer
Greg Smith, Chief Financial Officer
Vicki Bradley, Communications

+44 (0) 20 7444 0050
+44 (0) 20 7444 0050
+44 (0) 20 7444 0062
Numis Securities Limited
Michael Meade / Freddie Barnfield (Corporate Finance)
Oliver Hemsley / James Black (Corporate Broking)

+44(0) 20 7260 1000
FTI Consulting
James Melville-Ross
Simon Conway
Victoria Foster Mitchell

+44(0) 20 7260 1000

IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus or document equivalent to a prospectus. Nothing in this announcement should be interpreted as a term or condition of the Capital Raising. The Prospectus was published on 10 March 2015 and is available on the Company’s website (www.ipgroupplc.com) and available for inspection at: http://www.Hemscott.com/nsm.do.

This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.

The information contained in this announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, New Zealand or The Republic of South Africa or in any jurisdiction where to do so would breach any applicable law. The Capital Raising Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws. No public offer of the Capital Raising Shares is being made by virtue of this announcement into Australia, Canada, Japan, New Zealand, the Republic of South Africa or the United States or any other jurisdiction outside the United Kingdom in which such offer would be unlawful. No action has been or will be taken by the Company, Numis or any other person to permit a public offering or distribution of this announcement or any other offering or publicity materials or the Capital Raising Shares in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

The Capital Raising Shares and any entitlements pursuant to the Open Offer will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or the relevant laws of any state, province or territory of the United States. Unless so registered, the Capital Raising Shares and any entitlements pursuant to the Open Offer may not be offered, sold, taken up or exercised, within the United States except in a transaction that is exempt from, or not subject to, the registration requirements of the US Securities Act. There will be no public offer in the United States. Outside the United States, the Capital Raising Shares are being offered in reliance on Regulation S under the US Securities Act. The Capital Raising Shares are being offered within the United States only to persons reasonably believed to be either (i) qualified institutional buyers (within the meaning of Rule 144A under the US Securities Act) or (ii) accredited investors (as defined in Rule 501 of Regulation D under the US Securities Act) that, in each case, are qualified purchasers (as defined in Section 2(a)(51) of the US Investment Company Act of 1940, as amended).

This announcement has been issued by and is the sole responsibility of the Company.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for IP Group plc and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than IP Group plc for providing the protections afforded to clients of Numis, or for providing advice in relation to the contents of this announcement or any matters referred to herein. Numis is not responsible for the contents of this announcement. Numis has given and not withdrawn its written consent to the issue of this announcement with the inclusion of the reference to its name in the form and context in which it is included.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.