Rule 2.4 Announcement - IP Group Plc

Announcement - Rule 2.4 IP Group

Important Disclaimer

Possible offer (the "Possible Offer") by Railways Pension Trustee Company Limited acting by way of its authorised agent Railway Pension Investments Limited (the “Trustee”), via a newly incorporated, special purpose vehicle, (“Bidder”) for IP Group plc (“Target”).

ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH THE BIDDER REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY THE BIDDER AND/OR THE TARGET RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. The Bidder reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of the Bidder.

To allow you to view information about the Possible Offer, you must read this notice and then enter the password "ACCEPT". If you are unable to agree, you must close this window immediately and you will not be able to view information about the Possible Offer.

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Possible Offer, if made, would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Possible Offer, including details on how it may be accepted. Any decision made in relation to the Possible Offer should be made solely and only on the basis of the information provided in any such document.

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.

This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite and seek independent advice. Neither the Bidder, its affiliated companies (including the Trustee), nor any of its or their respective directors or advisers assume any responsibility for any violation by any person of any of these restrictions.

Additional U.S. information

The Possible Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States.  Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Possible Offer, since the Bidder and the Target are located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue the Bidder and the Target or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel the Bidder and the Target and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.  

Any securities to be issued by the Bidder as consideration in the Possible Offer (the “Bidder Securities”) have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the laws of any state of other jurisdiction of the United States, and may only be offered, sold or resold in the United States in reliance on an exemption from the registration requirements of the US Securities Act.

The Possible Offer, if made, may be implemented by way of a scheme of arrangement provided for under English company law (a “Scheme”). A transaction effected by means of a Scheme is not subject to the tender offer rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”), and the offer of Bidder Securities as consideration is exempt from the registration requirements of the “US Securities Act”. If the Possible Offer is effected by way of a Scheme, any Bidder Securities would be expected to be issued to shareholders of the Target in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. In addition, the Bidder Securities will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities law of such state.

Alternatively, the Possible Offer, if made, may be implemented by way of a takeover offer. If the Bidder exercises its right to implement the Possible Offer by way of a takeover offer, it is expected that such offer will be made in compliance with all applicable US tender offer (including Regulation 14E under the US Exchange Act) and exemptions provided under Rules 14d-1(c) or (d) under the US Exchange Act, and that the offer and sale of any Bidder Securities will only be made to persons resident or located in the United States pursuant to exemptions from the registration requirements of the US Securities Act (if available).  

In accordance with normal UK practice and pursuant to Rule 14-5(b) of the US Exchange Act, the Bidder or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, the Target shares outside of the US, other than pursuant to the Possible Offer, until the date on which the Possible Offer and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, and will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-Looking Statements

This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of the Bidder and the Bidder Group (being the Trustee and its subsidiaries and subsidiary undertakings) and the Target and the Target Group (being the Target and its subsidiaries and subsidiary undertakings) following the implementation of the Possible Offer.

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of the Bidder and members of the Bidder Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.

There are a number of factors that could affect the future operations of the Bidder and the Bidder Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to, general political, domestic and global economic and business conditions, sector and market trends, fluctuations in interest rates and foreign exchange rates, changes in government, changes in law or regulation, stakeholder perception of the Target and the Bidder, regulatory matters, tax rates and future business combinations and disposals.

All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in the Trustee’s latest annual report, interim results, trading updates and other announcements (available at the Trustee’s corporate website). These factors also should be considered by the reader.

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of the Bidder, the Bidder Group, the Target or the Target Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.

Responsibility

In relation to any Possible Offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.

The documents included in this Microsite issued or published by the Bidder speak only at the specified date of the relevant document and the Bidder has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other Possible Offer-related materials issued or published by the Target, or which relate to the Target and the Target Group, that are accessible on this website, the only responsibility accepted by the Bidder and its directors is for the correctness and fairness of its reproduction.

Neither the directors of the Bidder, nor the Bidder, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

Other

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance

• I have read and understood the notice set out above and I agree to be bound by its terms.

• I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.

• I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.

• I represent and warrant to the Bidder that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you must close this window immediately.

If you agree to these confirmations, please enter the password “ACCEPT” to access the information on this microsite.