touchstone innovations plc · pdf fileletter from the chairman of touchstone innovations plc...

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  • THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are should immediately seek your own professional advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if you are in a territory outside the United Kingdom, another appropriately authorised independent financial adviser. This document does not constitute or form part of any invitation or offer to issue or sell or a solicitation of any offer to subscribe for or buy Shares. All Shareholders are advised to consult their professional advisers regarding their own tax position.

    If you have sold or transferred all of your Shares, you should at once forward this document to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, this document must not be forwarded into or transmitted or distributed in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. If you have sold or transferred only part of your holding, you should retain this document and contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

    The release, publication or distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdictions.

    J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and no one else in connection with the matters referred to herein and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or for giving advice in relation to such matters.

    TOUCHSTONE INNOVATIONS PLC (Incorporated in England and Wales under the Companies Act 1985 with registered number 05796766)

    Response to IP Group plc's Offer

    Shareholders should read carefully the whole of this document. In particular, your attention is drawn to the letter from the Chairman on behalf of the Directors which is set out in Part I of this document which contains, among other things, the unanimous recommendation to Shareholders not to accept the Offer unless the Offer has been declared wholly unconditional.

    The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and publication of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company except where expressly stated. A copy of this document is and will be available free of charge, subject to certain restrictions relating to persons in any jurisdiction where release, publication or distribution of this document would constitute a violation of the securities laws of such jurisdiction, for inspection on the Company's website at www.touchstoneinnovations.com until the end of the Offer Period. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this document. You may request a hard copy of this document and any information incorporated into this document by reference to another source by submitting a request in writing to the Company Secretary of the Company at Touchstone Innovations plc, 7 Air Street, London W1B 5AD or by contacting the Company Secretary of the Company during normal business hours on 020 3053 8859 (or, if calling from outside of the United Kingdom, +44 (0)20 3053 8859). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. A hard copy of this document and any other document referred to in this document will not be sent to you unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. Please be aware that addresses, electronic addresses and certain information provided by Shareholders, persons with information rights and other relevant persons for the receipt of communications from the Company may have been or may be provided to IP Group during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code. If you are a Shareholder, by now you should have received the Offer Document from IP Group containing details of the Offer.

  • 2

    OVERSEAS SHAREHOLDERS

    The release, publication or distribution of this document in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of such jurisdictions. To the fullest extent permitted by law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

    This document is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval pursuant to the Offer or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document has been prepared in connection with a proposal in relation to the Offer pursuant to, and 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 document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Nothing in this document should be relied upon for any other purpose.

    Unless otherwise determined by the Company or required by the Takeover Code, and permitted by applicable law and regulation, this document will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Copies of this document must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

    FORWARD-LOOKING STATEMENTS

    This document contains statements that are, or may be, forward-looking statements. All statements other than statements of historical facts included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may", "consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or the negative of such words are forward-looking statements. Forward-looking statements include statements relating to the following: future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses, profits and future prospects of the Company and/or the Group.

    These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of the Company. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. The Company assumes no obligation to update or correct the information contained in this document, whether as a result of new information, future events or otherwise, except to the extent legally required. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.

    All subsequent oral or written forward-looking statements attributable to the Company or any of its members, directors, officers or employees or any persons acting on their behalf, are expressly qualified in their entirety by the cautionary statement above. the Company and the Directors disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law. All forward-looking statements included in this document are based on information available to the Company on the date of this document and are made only as of the date of this document.

    DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE

    Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of