Touchstone Innovations : Updated recommendation by Touchstone Innovations

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 OR REGULATIONS OF THAT JURISDICTION

18 October 2017

Touchstone Innovations plc

Updated recommendation by Touchstone Innovations plc regarding IP Group plc offer (the 'Offer')

Further to the announcements by IP Group plc ('IP Group'), the Board of Touchstone Innovations plc ('Touchstone' or the 'Company') notes that the CMA clearance condition to the Offer has been fulfilled and that the Offer has been declared wholly unconditional as of this morning.

The Board of Touchstone also notes that IP Group has received valid acceptances in respect of 155,859,312 Touchstone shares, representing approximately 96.6844 per cent of the existing issued share capital of Touchstone, and IP Group's stated intention to commence the procedure pursuant to Chapter 3 of Part 28 of the Companies Act 2006 to compulsorily acquire the remaining Touchstone shares in respect of which the Offer is not accepted on the same terms as the Offer.

Given that the Offer is now wholly unconditional, the Board of Touchstone recommends that Touchstone shareholders who have not yet accepted the Offer now do so promptly.

Those Touchstone shareholders who accept the Offer will receive their new shares in IP Group as consideration for their Touchstone shares at an earlier date than they would as part of the compulsory acquisition procedure referred to above.

The procedure for acceptance of the IP Group Offer is set out in the IP Group offer document dated 18 July 2017, the 'Update on Offer for Touchstone Innovations plc' announcement dated 18 September 2017 as well as the 'Offer update - Wholly unconditional' announcement dated 18 October 2017.

IP Group has announced that the Offer will remain open until further notice and that not less than 14 calendar days' notice will be given in respect of the closure of the Offer.

The directors of Touchstone who own shares in Touchstone in their personal capacity have decided to accept the Offer in respect of their own beneficial holdings.

If you are a Touchstone shareholder and in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser 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.

*****

Enquiries:

Touchstone Innovations plc	020 3053 8834
Russ Cummings
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Touchstone Innovations plc)	020 7742 4000
Michael Wentworth-Stanley/James Robinson/ Alec Pratt
RBC Capital Markets (Joint Corporate Broker to Touchstone Innovations plc)	020 7653 4000
Marcus Jackson
Instinctif Partners	020 7457 2020
Adrian Duffield/Melanie Toyne-Sewell/Chantal Woolcock

Further Information

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ('J.P. Morgan Cazenove'), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Touchstone Innovations plc 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 Touchstone Innovations plc for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter referred to herein.

RBC Capital Markets is the business name used by RBC Europe Limited, which is authorised in the United Kingdom by the Prudential Regulation Authority ('PRA') and regulated by the Financial Conduct Authority and the PRA and is a subsidiary of the Royal Bank of Canada. RBC is acting as Corporate Broker to the Company.

Responsibility

The directors of Touchstone accept responsibility for the information contained in this announcement (including expressions of belief) and, to the best of the knowledge and belief of the Touchstone directors (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Additional Information

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available atwww.touchstoneinnovations.comby no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Ends