Science Group PLC Rule 2.10 - M&G Letter of Intent (9084E)

TIDMSAG TIDMTPG

RNS Number : 9084E

Science Group PLC

01 November 2022

1 November 2022

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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

Disclosure under Rule 2.10(a) of the Code in respect of the

RECOMMENDED CASH ACQUISITION

TP Group plc

("TP Group" or the "Company")

Science Group plc

("Science Group")

to be effected by way of scheme of arrangement

under Part 26 of the Companies Act 2006

On 31 October 2022 the independent boards of Science Group and TP Group announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Science Group shall acquire the entire issued and to be issued ordinary share capital of TP Group (not already owned by Science Group). The Acquisition is to be effected by means of a Court--sanctioned scheme of arrangement under Part 26 of the Companies Act.

Science Group has received an additional letter of intent from M&G Investment Management Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 146,309,150 Shares, representing approximately 18.78 per cent. of the ordinary share capital of TP Group in issue on 31 October 2022 (being the latest practicable date prior to this announcement).

When taken with the existing letter of intent and irrevocable undertakings already procured by Science Group, details of which were announced on 31 October 2022, this brings the total number of shares subject to letters of intent and irrevocable undertakings to 240,742,997 Shares, representing approximately 30.90 per cent. of the ordinary share capital of TP Group in issued on 31 October 2022 (being the latest practicable date prior to this announcement).

Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Scheme Document.

 
 Enquiries: 
 Science Group plc 
 Sarah Cole, Group Legal Counsel & Company           Tel: +44 (0) 1223 
  Secretary                                           875 200 
  Jon Brett, Group Finance Director 
 Stifel Nicolaus Europe Limited, exclusive 
  financial adviser, nominated adviser and 
  joint broker to Science Group 
 Nick Adams, Alex Price, Richard Short               Tel: +44 (0) 207710 
                                                      7600 
 
 Liberum Capital Limited, Joint Broker 
  to Science Group 
 Neil Patel, Cameron Duncan                          Tel: +44 (0) 20 3100 
                                                      2000 
 The person responsible for this announcement on behalf of 
  Science Group is Sarah Cole, Group Legal Counsel and Company 
  Secretary. 
  IMPORTANT NOTICES 
  Stifel Nicolaus Europe Limited ("Stifel"), which is authorised 
  and regulated in the UK by the FCA, is acting as Financial 
  Adviser exclusively to Science Group and no one else in connection 
  with the matters set out in this announcement. In connection 
  with such matters, Stifel will not regard any other person 
  as their client, nor will they be responsible to any other 
  person for providing the protections afforded to clients of 
  Stifel or for providing advice in relation to the contents 
  of this announcement or any other matter referred to herein. 
  Liberum Capital Limited ("Liberum"), which is authorised 
  and regulated in the UK by the FCA, is acting as Joint Broker 
  exclusively for Science Group and no one else in connection 
  with the matters set out in this announcement. In connection 
  with such matters, Liberum will not regard any other person 
  as their client, nor will they be responsible to any other 
  person for providing the protections afforded to clients of 
  Liberum or for providing advice in relation to the contents 
  of this announcement or any other matter referred to herein. 
  Further information 
  This announcement is for information purposes only and is 
  not intended to, and does not constitute, or form part of 
  any offer, invitation, inducement or the solicitation of an 
  offer to purchase, otherwise acquire, subscribe for, sell 
  or otherwise dispose of or exercise rights in respect of any 
  securities or the solicitation of any vote or approval in 
  any jurisdiction pursuant to the Acquisition or otherwise. 
  The Acquisition will be made solely through the Scheme Document 
  and the accompanying Forms of Proxy (or by any other document 
  by which the Acquisition is made), which will together contain 
  the full terms and conditions of the Acquisition, including 
  details of how to vote in respect of the Acquisition. Any 
  decision in respect of, or other response to, the Acquisition 
  should be made only on the basis of the information contained 
  in the Scheme Document or any document by which the Acquisition 
  is made. 
  This announcement has been prepared for the purpose of complying 
  with the laws of England and Wales and the Takeover Code and 
  the information disclosed may not be the same as that which 
  would have been disclosed if this announcement had been prepared 
  in accordance with the laws of jurisdictions outside England 
  and Wales. 
  This announcement is not an advertisement and does not constitute 
  a prospectus or prospectus equivalent document. 
  Availability on website 
  In accordance with Rule 26.1 of the Code, a copy of this 
  announcement will be made available (subject to certain restrictions 
  relating to persons resident in Restricted Jurisdictions), 
  free of charge, on Science Group's website at http://www.sciencegroup.com 
  by no later than 12:00 noon on the Business Day following 
  the date of this announcement. Neither the contents of such 
  website nor the content of any other website accessible from 
  hyperlinks on such website is incorporated into, or forms 
  part of, this Announcement. 
  If you are in any doubt about the contents of this announcement 
  or the action you should take, you are recommended to seek 
  your own independent financial advice immediately from your 
  stockbroker, bank manager, solicitor, accountant or independent 
  financial adviser duly authorised under the Financial Services 
  and Markets Act 2000 (as amended) if you are resident in the 
  United Kingdom or, if not, from another appropriately authorised 
  independent financial adviser.

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November 01, 2022 06:34 ET (10:34 GMT)

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