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Offer

IP Group clarifies offer for Touchstone

26 July 2017 07:37

IP Group has issued a clarification on certain provisions of its offer for Touchstone Innovations.

IP Group said the financial terms remain unchanged from the offer document but it should be amended to state that the group 'has the the option to extend the offer following the first closing date so that it remains open for acceptances until midnight of Day 60'.

It goes on to say: "Rule 34.1 of the code entitles offeree company shareholders to withdraw their acceptance of an offer from the date which is 21 days after the first closing date of such offer, however, in this situation given that pursuant to the code and save with the consent of the Panel the offer must become unconditional as to acceptances by or on the first closing date or, if extended, by midnight on Day 60, no withdrawal rights will arise under the offer.

"Accordingly, Touchstone shareholders who accept the offer will be unable to withdraw their acceptance of the offer and paragraph 3.3 of Appendix I (Conditions to, and Further Terms of, the Offer) of the Offer Document and subsequent references to withdrawal rights should be construed accordingly;

"2.3 - as set out in the announcement of the firm intention to make the Offer under Rule 2.7 of the Code made on 20 June 2017, the Offer will remain open for acceptances for at least 14 days following the announcement of the final Exchange Ratio;

"2.4 - the Exchange Ratio for the purpose of assessing the effect on capital value for a holder of one Touchstone Share assuming the Offer becomes or is declared unconditional in all respects, in paragraph 9.3 of Part I (Letter from the Chairman of IP Group PLC) of the Offer Document, is 2.2178; and

"2.5 - the reference to Invesco Asset Management Ltd being presumed by the Panel to be acting in concert with Touchstone in paragraph 6(b) of Appendix V (Additional Information) of the Offer Document should be deemed deleted as the Panel has confirmed that presumption has been rebutted."

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