Company Announcements

14 December 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")

RESULT OF COURT MEETING AND GENERAL MEETING

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").

Further to the publication of the Scheme (the "Scheme Document") by TP Group and Science Group on 21 November 2022 in connection with the Acquisition, the Company announces that, at the Court Meeting and the General Meeting each held earlier today in connection with the Acquisition:

(1)  the requisite majority of Scheme Shareholders voted (either in person or by proxy) in favour of the Scheme, being a majority in number of Scheme Shareholders, who were present, entitled to vote and voted (either in person or by proxy) and who together represented not less than 75% of the votes cast at the Court Meeting; and

(2)  the requisite majority of TP Group Shareholders voted (either in person or by proxy) in favour of the Special Resolution to implement the Scheme, including the amendments to the TP Group Articles, at the General Meeting.

Details of the resolutions passed are set out in the Notices of the Court Meeting and General Meeting contained in the Scheme Document. Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.

Voting results of the Court Meeting

Each Scheme Shareholder present (in person or by proxy) was entitled to one vote per Scheme Share held at the Voting Record Time. Results of the poll at the Court Meeting held at 11:00 am on 14 December 2022 were as follows:

The total number of Scheme Shares in issue at the Voting Record Time was 551,548,715.

Voting results of the General Meeting

Each Shareholder present (in person or by proxy) was entitled to one vote per Share held at the Voting Record Time. Results of the poll at the General Meeting held at 11:15 am on 14 December 2022 were as follows:

* Rounded to two decimal places.

** The total number of Scheme Shareholders who voted includes 9 Scheme Shareholders who gave instructions for votes to be cast in favour of the resolution in respect of part of their holding and against the resolution in respect of another part of their holding ("Split Voting"). The total numbers of Scheme Shareholders voting for or against the Resolution by proxy therefore exceeds the related total of those Scheme Shareholders present and voting because where Scheme Shareholders have cast Split Voted, they have been counted towards both the number of votes cast in favour of the Resolution and the number of votes cast against.  

*** Incorporates proxy appointments which gave discretion to the Chair of the General Meeting.

**** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the resolution.

The total number of Shares in issue at the Voting Record Time was 779,178,719. The Company does not hold any Shares in treasury. Therefore, the total number of voting rights in TP Group at the Voting Record Time were 779,178,719.

Expected timetable to completion

The Scheme Document contains an expected timetable of principal events for the implementation of the Scheme. Completion of the Scheme now remains conditional on the satisfaction or (if capable of waiver) waiver of the other Conditions set out in the Scheme Document, including the sanction of the Court at the Court Hearing, which is expected to take place in the early part of Q1 2023, subject to Science Group obtaining (or waiving) the NSIA and FATA clearances, and, in any event, prior to 11.59 p.m. on the Long-stop Date. Further details regarding the NSIA and FATA clearances are set out in the Scheme Document.

Cancellation of admission of TP Group to trading on AIM

The Company will announce the final timetable containing firm dates once the date of the relevant regulatory clearances (detailed below) have been confirmed (the "Timetable Announcement"). At that point, TP Group expects to make an application to the London Stock Exchange for the Shares to cease to be admitted to trading on AIM with effect from the Business Day following the Effective Date of the Scheme, subject to the sanction of the Court at the Court Hearing once Science Group has obtained (or waived) the NSIA and FATA clearances. 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 and cancellation of admission to trading on AIM will take place by 7.00 a.m. on the Business Day following the Effective Date. Suspension of the TP Group Shares will occur no earlier than 10 clear business days following the publication of the Timetable Announcement. 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.

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.

All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.

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 15 December 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, the AIM Rules 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 as their client, nor will they be responsible to 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 Announcement.

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.