Company Announcements

21 November 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

RECOMMENDED CASH ACQUISITION

of

TP Group plc
("TP Group" or the "Company")

by

Science Group plc
("Science Group")

to be effected by way of scheme of arrangement
under Part 26 of the Companies Act 2006 ("Companies Act")

PUBLICATION AND POSTING OF SCHEME DOCUMENT

On 31 October 2022, the independent boards of TP Group and Science 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 (the "Scheme").

Publication of the Scheme Document

TP Group and Science Group announce that a circular in relation to the Scheme (the "Scheme Document"), setting out, among other things, a letter from the Senior Independent Non-Executive Director of TP Group, the explanatory statement pursuant to section 897 of the Companies Act, full terms and conditions of the Scheme,  an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by TP Group Shareholders has been published today on TP Group's website at  https://www.tpgroupglobal.com/offer-related-documents and on Science Group's website at https://www.sciencegroup.com/tp-group-plc-disclaimer/

The Independent TP Group Directors, who, having been so advised by Cenkos Securities plc ("Cenkos"), as the independent adviser for the purposes of Rule 3 of the Takeover Code, as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice to the Independent TP Group Directors, Cenkos has taken into account the commercial assessments of the Independent TP Group Directors.

Notice of shareholder meetings and action to be taken

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of: (i) eligible Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) eligible TP Group Shareholders vote in favour of the Special Resolution at the General Meeting. The Scheme must also be sanctioned by the Court.

The Scheme will require approval at a meeting of the Scheme Shareholders convened by order of the Court to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London, EC4N 6AF at 11.00 a.m. on 14 December 2022. Implementation of the Scheme will also require the passing of the Special Resolution by TP Group Shareholders at the General Meeting to be held at the same place at 11.15 a.m. on 14 December 2022 (or as soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the Meetings are set out in Part 9 (in respect of the Court Meeting) and Part 10 (in respect of the General Meeting) of the Scheme Document.

Hard copies of the Scheme Document (or, depending on TP Group Shareholders communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting of TP Group are being sent today to TP Group Shareholders.

Scheme Shareholders are strongly encouraged to lodge proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, by post or electronically through CREST, as more particularly described in the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Whether or not Scheme Shareholders intend to attend and/or vote at the Court Meeting, Scheme Shareholders are therefore strongly urged to submit their proxy appointment for the Court Meeting as soon as possible by post or electronically through CREST.

The Independent TP Group Directors unanimously recommend that all the Scheme Shareholders vote in favour of the Scheme at the Court Meeting and all TP Group Shareholders (to the extent eligible) vote in favour of the Special Resolution to be proposed at the General Meeting, as the Independent TP Group Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 3,253,847 Shares, representing approximately 0.42 per cent. of the issued share capital of TP Group, as at 18 November 2022, being the latest practicable date before publication of the document.

TP Group Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Cancellation of admission of TP Group to trading on AIM

If the Scheme becomes Effective in accordance with its terms, it is currently expected that trading on AIM of TP Group Shares will be suspended at 7.30 a.m. (London time) on the Effective Date of the Scheme. TP Group intends that, prior to the Scheme becoming Effective, an application will be made to the London Stock Exchange for the TP Group Shares to cease to be admitted to trading on AIM with effect from shortly after the Effective Date of the Scheme. As soon as possible after the Scheme becoming Effective, it is intended that TP Group will be re-registered as a private company limited by shares under the relevant provisions of the Companies Act.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this Announcement. The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders at the Court Meeting, the requisite majority of eligible TP Group Shareholders at the General Meeting and the satisfaction or (if capable of waiver) waiver of the other Conditions set out in the Scheme Document, including the sanction of the Court.

The Scheme is expected to become Effective in Q1 2023. TP Group will make further announcements through a Regulatory Information Service, with such announcements also being made available on the TP Group website: www.tpgroupglobal.com/investors, in relation to the expected timetable as appropriate in respect of the NSIA and FATA clearances upon which the Acquisition is conditional.

Information for TP Group Shareholders

If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or other appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have any questions about the Scheme Document, the Scheme or any administrative issue, please contact Equiniti during business hours on 0371 384 2030 (or, if calling from outside the UK, on +44 (0)121 415 7047 ) or by submitting a request in writing to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. Lines are open between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.

The following indicative timetable sets out the expected dates for the implementation of the Scheme. All times shown in this Announcement are London times, unless otherwise stated.

The Court Meeting and the General Meeting will both be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF.

If any of the expected times and/or dates above change, the revised times and/or dates will be notified to TP Group Shareholders by announcement through a Regulatory Information Service.

For the purposes of the Code this announcement has been made with the agreement of Science Group.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on TP Group's website at www.tpgroupglobal.com/investors and on Science Group's website at www.sciencegroup.com/investor-information/, by no later than 12.00 noon (London time) on 22 November 2022.

The content of the website referred to above is not incorporated into and does not form part of this announcement.

Important notice

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, whether pursuant to this announcement or otherwise, or the solicitation of any vote or approval of any offer in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction.

Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder.

This announcement has been prepared in accordance 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. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Cenkos, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively to TP Group and no one else in connection with the Acquisition and the other matters referred to in this Announcement. In connection with such matters, Cenkos will not regard any other person for providing the protections afforded to clients of Cenkos or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and joint broker exclusively to Science Group and no one else in connection with the Acquisition and the other matters referred to 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 Acquisition or any other matters referred to in this Announcement.

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker exclusively for Science Group and no one else in connection with the Acquisition and the other matters referred to 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 Acquisition or any other matters referred to in this document.

Disclosure requirements of the Takeover Code (the "Code")

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.