Response to Possible Offer for IP Group plc
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 June 2026
IP Group plc ("IP Group" or the "Company")
Rejection of Possible Offer for IP Group
The Board of IP Group (the "Board") notes the recent announcement by Railways Pension Trustee Company Limited, acting by its agent, Railway Pension Investments Limited (collectively "Railpen"). The Board confirms that on 16 June 2026, it received a preliminary and highly conditional proposal from Railpen, to acquire the entire issued and to be issued share capital of IP Group (the "Proposal").
Under the terms of the Proposal, for each IP Group share, IP Group shareholders would receive:
· Cash offer of 59.0 pence per existing IP Group share;
· The indirect value of the Oxford Nanopore Technologies plc ("ONT") stake distributed to IP Group shareholders by way of a dividend in specie;
· A Contingent Value Right of up to 5 pence per existing IP Group share, comprising 3 pence per IP Group share payable if a disposal of the Company's holding in Istesso completes within 12 months following completion of Railpen's offer and the gross sale proceeds attributable to IP Group are equal to or more than £98 million, and a further 2 pence per IP Group share payable if gross sale proceeds to IP Group exceed £200 million (the "CVR").
The Proposal was described as "final"* by Railpen, and amongst other conditions, is subject to the formation of a consortium to deliver a firm offer.
Based on the closing share price of ONT on 22 June 2026, the last practicable date prior to this announcement, the Proposal, excluding the value of the CVR, implies a value of 69.4 pence per IP Group share, representing:
· a premium of approximately 6.7% to IP Group's closing share price on the same date; and
· a discount of approximately 37.2% to IP Group's last reported Net Asset Value ("NAV") of 110.4 pence per share as at 31 December 2025.
IP Group's closing share price was 70.6 pence per share as recently as 2 June 2026.
The Board, together with its advisers, carefully considered the Proposal and concluded that it materially undervalued the Company, its unique framework of origination capabilities and its future prospects. Accordingly, the Board unanimously rejected the Proposal.
The Proposal from Railpen follows three previous indicative offers which were unanimously rejected by the Board, citing concerns around value, structure and deliverability. The three previous indicative offers did not include the CVR structure outlined above.
Notwithstanding this, and recognising its duty to explore all options to maximise shareholder value, the Board invited Railpen, both directly and via its advisers, to engage constructively to determine a path forward which addressed the Board's concerns around value, structure and deliverability of the Proposal. Railpen did not take up this opportunity, and no further communication was received by the Board until the announcement made by Railpen on 22 June 2026.
Background
The Board and Railpen have engaged extensively over the last few months to explore alternatives to resolve the Company's persistent discount between the Company's prevailing share price and the reported NAV. Whilst a number of options were considered, a strategy centered around leveraging IP Group's leading market position to build a scaled, third-party venture and scale-up manager has been a common objective. The Board has consistently welcomed Railpen's differentiated perspective on the need to develop the scale-up opportunity in the UK and values its constructive engagement on this topic.
As discussions with Railpen evolved, in late 2025, it was indicated to the Board that a take-private of IP Group by Railpen would be its preferred route to delivering this strategy. The Board, mindful of its fiduciary duties to explore credible alternatives that could deliver superior value to all shareholders, engaged constructively.
At the time of its initial approach, Railpen was unable to provide any detail or clarity on the key terms of any offer for the Company. Railpen also did not have funding in place to finance an offer and instead indicated that it would need to assemble a consortium to implement any offer, and requested for access to non-public due diligence. Consistent with UK public market practice, the Board declined to provide such access in the absence of a formal proposal which delivered, at a minimum, certainty and value at a level that the Board would be minded to recommend to all shareholders.
However, recognising Railpen's position as a significant shareholder, the Board offered opportunities for the executive management team to engage directly with Railpen's prospective consortium members to articulate the merits and strategic attractiveness of the IP Group equity story. Following these discussions, Railpen was able to form the Pensions Growth Alliance Consortium (the "Consortium"), which comprises a collection of UK pension funds.
Railpen, acting on behalf of the Consortium, made two indicative offers to the Board on:
· 23 April 2026 at an implied value of 64.4 pence per existing IP Group share; and
· 5 May 2026 at an implied value of 65.5 pence per existing IP Group share.
The first two indicative offers comprised a cash offer (53.9 pence and 55.2 pence per existing IP Group share, respectively) and a dividend in specie of the ONT stake.
Both of the indicative offers submitted by the Consortium were carefully considered by the Board and its advisers. The Board unanimously rejected each of the first two indicative offers on the basis that they fundamentally undervalued the Company and lacked clarity over the deliverability of a structure that would be acceptable to all shareholders.
On 4 June 2026, Railpen informed the Board that it did not intend to proceed with an offer for the Company.
On 12 June 2026, Railpen put forward a third "draft indicative final* offer letter" at an implied value of 69.5 pence per existing IP Group share. The structure of the proposal was the same as that of the first two proposals (cash offer of 59.0 pence per existing IP Group share and a dividend in specie of the ONT stake). The third proposal was also rejected by the Board.
Consistent with its fiduciary duties, the Board stands ready to engage with any party that tables a recommendable and deliverable proposal.
The Board remains confident in the standalone prospects of IP Group, underpinned by its high-quality portfolio and its unique framework of origination capabilities, and recognises the Company's leading position to deliver the commitments highlighted by the UK government with regards to pension reform and private market access.
Commenting, Michael Queen, Chair of IP Group said:
"The Board has welcomed the support it has received from Railpen over the years, including their role in supporting the UK innovation ecosystem and the ambitions of the Mansion House reforms. We recognise and share the view that further progress is needed to ensure the UK can fully fund and scale its most promising companies. As the most active investor in university and other research-based companies, IP Group is committed to playing a leading role in addressing this challenge.
Since 2024, IP Group has taken decisive action to drive cost efficiencies, realised over £250 million of cash and undertaken a buyback to retire ~15% of its share capital.
While the Board remains confident in the Company's standalone prospects, it will continue to act in the best interests of all shareholders and wider stakeholders, and remains open to engagement with any party that recognises the inherent value of IP Group's unique portfolio."
There can be no certainty that any firm offer for IP Group will be made and a further announcement will be made if and when appropriate.
In the meantime, IP Group shareholders are strongly advised to take no action in relation to the Proposal.
In accordance with Rule 2.6(a) of the Code, Railpen is required, by not later than 5.00 p.m. (London time) on 20 July 2026, to either announce a firm intention to make an offer for IP Group in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code.
This announcement has been made by IP Group without the prior agreement or consent of Railpen.
* This statement does not give rise to any consequences under the Code.
Contact Information:
|
IP Group Liz Vaughan-Adams, Communications |
+44(0)20 7444 0062 / +44(0)79 7985 3802
|
|
BofA Securities Ed Peel Geoff Iles Sid Rishi
|
+44 (0)20 7628 1000
|
Inside Information
This announcement contains inside information as defined in the UK version of the Market Abuse Regulation (EU) No.596/2014, which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain.
The person responsible for the release of this announcement on behalf of IP Group is Liz Vaughan-Adams, Communications.
Important Notice
This announcement is not intended to, and does not, constitute, represent or form part of an offer to sell, or the solicitation of an offer to subscribe to buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, whether pursuant to this announcement or otherwise. This is an announcement under Rule 2.4 of the Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code.
The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.
Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for IP Group in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than IP Group for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.
About IP Group
IP Group accelerates the impact of science for a better future. As the most active UK based, early-stage science and technology investor, we develop and support some of the world's most exciting businesses in healthtech, deeptech and cleantech. Including through Parkwalk, the UK's largest growth EIS fund manager, we back world-changing innovation emerging in leading universities and research institutions. Our specialist investment team combines sector expertise with an international approach. Together we have a strong track record of success, having backed high-profile companies including Oxford Nanopore Technologies plc, Hinge Health, Featurespace, First Light Fusion, Hysata, and Oxa. IP Group is listed on the Main Market of the London Stock Exchange under the code IPO. For more information, please visit our website at www.ipgroupplc.com.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on Website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://www.ipgroupplc.com/investors/possible-offer-for-ip-group no later than 12:00 noon (UK time) on the business day following the date of this announcement in accordance with Rule 26.1(a) of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, as at the close of business on 22 June 2026, IP Group confirms that it had in issue 883,427,642 ordinary shares of 2 pence each in issue, each ordinary share carrying one vote. The International Securities Identification Number ("ISIN") for IP Group ordinary shares is GB00B128J450 (LEI number: 213800HG22UM138WFG43).
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