Touchstone Innovations : Form 8 (OPD) (Touchstone Innovations plc)

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Full name of discloser:	TOUCHSTONE INNOVATIONS PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	TOUCHSTONE INNOVATIONS PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held: The latest practicable date prior to the disclosure	5 June 2017
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state 'N/A'	YES - IP GROUP PLC

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	3 1⁄33 p Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	-	-	-	-
(2) Cash-settled derivatives:	-	-	-	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	-	-	-	-
TOTAL:	-	-	-	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	Nil
Details, including nature of the rights concerned and relevant percentages:	Nil

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

3(a) Beneficial and non-beneficial holdings of persons acting in concert with Touchstone Innovations plc in its ordinary shares of 3 1⁄33 p each: Relevant Person Number of Touchstone Innovations plc Ordinary Shares % of Touchstone Innovations plc Issued Ordinary Share Capital David Newlands (director) 100,000 0.062% David Begg (director) 18,319 0.011% Linda Wilding (director) 15,000 0.009% Russ Cummings (director) 139,636 (in EBT) 0.087% Tony Hickson (director) 1,577 (owned by spouse) + 50,895 (in EBT) 0.033% RBC cees Trustee Limited* 1,488,585 0.92% Royal Bank of Canada Investment Management (U.K.) Limited* 2,400 0.00% * RBC cees Trustee Limited and Royal Bank of Canada Investment Management (U.K.) Limited are affiliates of Royal Bank of Canada. RBC Europe Limited (an affiliate of Royal Bank of Canada) is acting as connected adviser to Touchstone Innovations plc. 3(b) Details of rights to subscribe of persons acting in concert with Touchstone Innovations plc for its ordinary shares of 3 1⁄33 p each: Relevant Person Number of options Date from which exercisable Expiry date Exercise price (p) Russ Cummings (director) 257,142 109,167 100,752 83,619 83,619 83,619 4,390 1/8/2016 26/11/2019 26/11/2019 2/12/2019 1/12/2020 1/12/2021 1/1/2018 31/7/2021 26/11/2024 26/11/2024 1/6/2020 31/5/2021 31/5/2022 30/6/2018 350 455 493 3 1/33 (3.03) 3 1/33 (3.03) 3 1/33 (3.03) 410 Nigel Pitchford (director) 257,142 109,167 100,752 25,131 25,131 25,132 4,390 1/8/2016 26/11/2019 26/11/2019 2/12/2019 1/12/2020 1/12/2021 1/1/2018 31/7/2021 26/11/2024 26/11/2024 1/6/2020 31/5/2021 31/5/2022 30/6/2018 350 455 493 3 1/33 (3.03) 3 1/33 (3.03) 3 1/33 (3.03) 410 Tony Hickson (director) 32,142 17,467 32,454 14,622 14,622 14,622 3,073 1/8/2016 26/11/2019 26/11/2019 2/12/2019 1/12/2020 1/12/2021 1/1/2018 31/7/2021 26/11/2024 26/11/2024 1/6/2020 31/5/2021 31/5/2022 30/6/2018 350 455 493 3 1/33 (3.03) 3 1/33 (3.03) 3 1/33 (3.03) 410

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state 'none'

None

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	7 June 2017
Contact name:	William Rayner
Telephone number:

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.