Statement re Possible Offer

IP Group PLC

20 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

NEITHER THIS ANNOUNCEMENT NOR THE ANNOUNCEMENTS BY RAILPEN TO DATE ARE ANNOUNCEMENTS OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT A FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE, SAVE AS SET OUT IN THE RAILPEN ANNOUNCEMENT OF 17 JULY 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 July 2026

IP Group plc ("IP Group" or the "Company")

Statement Regarding Possible Offer for IP Group and Extension of PUSU Deadline

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 15 July 2026, it received a revised proposal from Railpen, to acquire the entire issued and to be issued share capital of IP Group (the "Revised Proposal").

Under the terms of the Revised Proposal, for each IP Group share, IP Group shareholders would receive:

·      Cash offer of 61.0 pence per IP Group share;

·      A pro rata share of the Company's entire shareholding in Oxford Nanopore Technologies plc ("ONT"), valued at 10.3 pence per share based on ONT's share price on 17 July 2026 (the "Latest Practicable Date"); and

·      A Contingent Value Right of up to 11.3 pence per IP Group share linked to the Company's interest in Metsera as at 31 December 2029 (or such earlier date as IP Group disposes of its interest) (the "CVR").

The value of the Metsera interest included within IP Group's last reported Net Asset Value ("NAV") as at 31 December 2025 was £128.2 million (the "Metsera Reference Value").

Under the terms of the CVR, IP Group shareholders would participate in the future value creation once the consortium had first achieved a 10% annual hurdle above the Metsera Reference Value. Thereafter, IP Group shareholders would be entitled to 30% of the incremental upside, with the consortium retaining the remaining 70%. The CVR would only deliver its maximum value of 11.3 pence per share if Metsera were valued at around £500 million by 31 December 2029, or earlier in the event of a full realisation of the investment.

The Revised Proposal, amongst other conditions, remains subject to the formation of a consortium to deliver a firm offer.

Based on the closing share price of ONT on the Latest Practicable Date, the Revised Proposal, excluding the value of the CVR, implied a value of 71.3 pence per IP Group share.

The Board, together with its advisers, carefully considered the Revised Proposal and concluded that it continues to significantly undervalue the Company, its unique framework of origination capabilities and its future prospects. Accordingly, the Revised Proposal was unanimously rejected.

IP Group plays a systemic role in the UK innovation ecosystem, providing long-term capital and support to early-stage science and technology companies to achieve commercial scale. The Board recognises its obligation to maximise value for shareholders as well as the meaningful opportunity represented by the creation of a scaled, world-class venture and scale-up investment manager, supported by a consortium of pension funds and capable of delivering sustainable value creation over time.

Accordingly, in order to assess whether an acceptable proposal can be tabled on terms that the Board would be minded to recommend, the Board has requested, and the Panel on Takeovers and Mergers (the "Panel") has consented to, a 7-day extension of the PUSU deadline to facilitate engagement to allow Railpen to work on a further increased proposal and to address the Board's concerns around deliverability.

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 advised to take no action in relation to the Revised 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 27 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 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.

Contact Information:

IP Group Liz Vaughan-Adams, Communications	[phone] / [phone]
BofA Securities Ed Peel Geoff Iles Sid Rishi	[phone]

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 [phone] 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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