Withdrawal of Possible Offer for TP Group plc
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3 September 2021 |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART 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").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
Withdrawal of Possible Offer for TP Group plc ("TP Group" or the "Company")
At 7am on 3 September 2021, Science Group holds 188 ,049,663 shares in TP Group, equivalent to approx. 24.1% of the Company's issued voting share capital. The highest price paid by Science Group has been 6.5 pence per TP Group share. According to disclosures, Science Group is the largest shareholder in TP Group.
As set out in prior announcements, the indicative offer by Science Group was subject to certain pre-conditions, including the completion of satisfactory due diligence. This condition to Science Group's indicative offer was not capable of being waived. The Board of TP Group have been unwilling to provide access to due diligence information unless certain conditions were agreed which are unacceptable to Science Group. Notwithstanding such conditions, TP Group have declined to even define the content and extent of such due diligence information if it were to be provided, nor have they responded to other pre-conditions within the Science Group indicative offer.
Science Group therefore announces the withdrawal, under Rule 2.8 of the Code, of its indicative offer of 6.5 pence per share and confirms that Science Group no longer intends to make an offer for TP Group. The Science Group indicative offer represented an approx. 67% premium to the TP Group closing share price on the last trading day prior to Science Group's investment. The lack of cooperation from the TP Group Board means that TP Group shareholders will be denied this attractive liquidity opportunity.
For the purposes of Rule 2.8 of the Code, Science Group, and any person(s) acting in concert with it, reserve the right to make or participate in an offer or possible offer for TP Group (and to take any other action which would otherwise be restricted under Rule 2.8 of the Code) within 6 months after the date of this announcement:
· with the agreement of the TP Group Board;
· following the announcement of a firm intention to make an offer for TP Group by or on behalf of a third party;
· following the announcement by TP Group of a proposal for a "whitewash" (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); or
· where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances .
Strategic Investment and General Meeting Requisition
As stated previously, Science Group will retain its shareholding in TP Group as a strategic investment. This strategy is in line with the statement made by Science Group on 24 January 2019, concluding the Corporate Strategic Review that "the Board will consider opportunities to acquire a major shareholding rather than make a full acquisition, if appropriate."
Science Group will adopt an active engagement strategy and is not interested in considering any offers for its stake in TP Group from third parties. Science Group reserves the right to make further purchases of TP Group shares in the market, up to a maximum of 29.9% of the issued voting share capital, and is not restricted on the price it pays for any such purchases.
On 17 August 2021, TP Group acknowledged that it is "required to convene a general meeting" to enable TP Group shareholders to consider the constitution of the TP Group plc Board. In the opinion of Science Group, the notice of general meeting should be despatched to TP Group shareholders by no later than Monday 6 September 2021 and convened on or before 4 October 2021 . Science Group anticipates making further statements in relation to the TP Group general meeting in due course.
End
Science Group plc Tel: +44 (0) 1223 875 200
Martyn Ratcliffe, Chairman www.sciencegroup.com
Stifel Nicolaus Europe Limited (Financial Adviser, Tel: +44 (0) 20 7710 7600
Nominated Adviser and Joint Broker)
Nick Adams, Alex Price, Richard Short
Liberum Capital Limited (Joint Broker) Tel: +44 (0) 20 3100 2000
Neil Patel, Cameron Duncan
MHP Communications (PR Adviser to Science Group ) Tel: +44 ( 0)20 3128 8793
Reg Hoare
Further information
The person responsible for the release of this announcement on behalf of Science Group is Martyn Ratcliffe, Chairman of Science Group.
This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.
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.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Financial Adviser exclusively for Science Group and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Science Group for providing the protections afforded to clients of Stifel, nor for providing advice in relation to any matter referred to herein.
Sources of financial information and bases of calculation
The closing mid-market share prices for TP Group shares have been derived from the Daily Official List.
The premium calculation per TP Group share is by reference to 3.9 pence, being the closing mid-market share price on 6 August 2021, the last trading day prior to Science Group's share purchase.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://www.sciencegroup.com/investor-information/ promptly and in any event by no later than 12 noon on the business day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.
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