Statement re Possible Offer
Railpen's revised offer of 61p cash plus ONT shares and CVR unanimously rejected; 7-day extension granted to improve terms.
- Cash offer per share 61.0 pence
- ONT share value per share 10.3 pence
- Contingent Value Right per share up to 11.3 pence
- Total implied value excluding CVR 71.3 pence per share
- Metsera Reference Value £128.2 million
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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
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.
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.
Rule 2.9 Disclosure
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