Rule 2.8 Announcement

Railways Pension Trustee Company Ld

27 July 2026

 

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 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

FOR IMMEDIATE RELEASE

27 July 2026

No intention to make an offer for IP Group plc ("IP Group" or the "Company")

Railways Pension Trustee Company Limited, acting by its agent, Railway Pension Investments Limited (collectively referred to in this announcement as "Railpen") confirms that it is not intending to make an offer for IP Group.

Railpen has engaged in discussions with the board of IP Group (the "Board") for several months but has been unable to reach agreement with the Board on the terms of a mutually acceptable proposal.

This is a statement to which Rule 2.8 of the Takeover Code (the "Code") applies.

Important Code notes

Under Note 2 on Rule 2.8 of the Code, Railpen reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances:

a)   with the agreement of the Board;

b)   if a third party announces a firm intention to make an offer for IP Group;

c)   if IP Group announces a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and

d)   if there has been a material change of circumstances (as determined by the Takeover Panel).

Enquiries:

Railpen

Julia Diez (0207 330 6823)

Rothschild & Co (Financial Adviser to Railpen)

John Deans (020 7280 5000)

Important notice related to financial advisers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Railpen and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Railpen for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

 

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