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Imperial Innovations: £140M Raised to Expand Investment Scope and Scale in New Technology Companies Based on University Scientific Research


12/7/2010 11:35:34 AM

7 December 2010 -- Imperial Innovations Group plc (AIM: IVO, “Imperial Innovations”, “the Group”), a leading technology commercialisation and investment group, proposes to raise £140 million to accelerate the making of, and increase the size of, investments in companies established under its existing intellectual property pipeline agreement with Imperial College London.

The Group also intends to invest in companies founded by or based on technology from the University of Oxford, the University of Cambridge and University College London.

Highlights

- £140m (gross) Equity Raise

- to accelerate and increase investment in selected companies from its existing pipeline with Imperial College London

- to invest in companies founded by or based on technology from the universities of Oxford and Cambridge, and University College London

- These four universities are UK’s leading research universities measured by research income

- Building on existing collaborations with Cambridge Enterprise, Oxford Spin-out Equity Management and UCL Business

- Rights Issue: two new shares for three existing shares at 350p per share

- Issue price represents 26.7 per cent. discount to closing middle-market price of 477.5 pence per ordinary share on 6 December 2010 (being last business day prior to date of announcement) and 17.9 per cent. discount to theoretical ex-rights price of 426.5 pence based on this closing middle-market price

- Major Shareholders have agreed to subscribe for New Convertible B Shares on a two for three basis, in lieu of Rights

- Convert into Ordinary Shares on one for one basis upon payment of three instalments: 150p during the Rights issue period and two subsequent 100p instalments

- New Convertible B Shares will be unquoted and non-transferable

- The Rights Issue is underwritten by J.P. Morgan Cazenove (save in respect of those Rights which Major Shareholders have undertaken not to take-up).

Martin Knight, Chairman of Imperial Innovations, said:

“We have an excellent track record and operating model for establishing, funding, building and exiting growth businesses, based on intellectual property emanating from Imperial College London.

“Our proposed fund raising of £140m will enable us to accelerate and increase the size of our investments in our portfolio companies. This will assist these companies to achieve their commercial goals more quickly and allow us to maintain or increase our equity holdings in such companies.

“The funds will also enable us, through enhanced collaboration, to make investments in companies founded by or based on technologies from the universities of Oxford and Cambridge and University College London, using the successful platform we have built to commercialise intellectual property from Imperial College London.

“There is an acknowledged gap in the UK between scientific research and successful commercialisation. We believe that working with the four leading UK research intensive universities and with additional funding, we can help to close this gap and deliver good returns for our shareholders.”

Documentation

The Prospectus, containing details of the Rights Issue and Notice of the General meeting, is expected to be posted to Shareholders and made available on the Company’s website (www.imperialinnovations.co.uk) shortly.

Enquiries:

Imperial Innovations

Martin Knight, Chairman 020 7594 1550

Susan Searle, Chief Executive Officer 020 7594 6506

Julian Smith, Finance Director 020 7581 4949

College Hill 020 7457 2020 Adrian Duffield/Carl Franklin/Kay Larsen

J.P. Morgan Cazenove 020 7588 2828 Michael Wentworth-Stanley/Laurence Hollingworth/Paul Park

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Nil Paid Rights, Fully Paid Rights, New Ordinary Shares, Warrants or New Convertible B Shares referred to in this announcement except on the basis of information to be contained in the Prospectus which is expected to be published by the Company today in connection with the Equity Raise. Copies of the Prospectus will, following publication, be available on the Company's website (www.imperialinnovations.co.uk).

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for any Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights, the New Ordinary Shares, the Warrants or the New Convertible B Shares offered by any person in any jurisdiction. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights, New Ordinary Shares, Warrants or New Convertible B Shares should only be made on the basis of information to be contained in the Prospectus which will contain further details relating to the Company in general as well as a summary of the risk factors to which an investment in the New Ordinary Shares, Warrants and/or New Convertible B Shares is subject. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue or the Equity Raise. The Prospectus will not be available to Shareholders located in the United States or, subject to certain exceptions, any of the other Restricted Territories. This announcement is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares offered in the Rights Issue and the Warrants and the New Convertible B Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, taken up, exercised, renounced, transferred or delivered, directly or indirectly, in or into the United States. There will be no offer of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Warrants or the New Convertible B Shares in the United States.

This announcement does not constitute or form, and will not form, part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or acquire Nil Paid Rights, Fully Paid Rights, New Ordinary Shares, the Warrants and/or the New Convertible B Shares to any person with a registered address, or who is located, in the United States, or to any person with a registered address, or who is located or resident in any of the Restricted Territories. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Warrants and the New Convertible B Shares are being offered outside the United States in reliance on Regulation S under the Securities Act and J.P. Morgan Cazenove may arrange for the offer of New Ordinary Shares not taken up in the Rights Issue only outside the United States in reliance on Regulation S under the Securities Act.

The distribution of this announcement into jurisdictions other than the UK may be restricted by law. Persons into whose possession this announcement come should inform themselves about and observe any such restrictions.

J.P. Morgan Cazenove which is authorised and regulated in the UK by the Financial Services Authority, is acting as Nominated Adviser, broker, bookrunner and (in respect of the Rights Issue only) underwriter exclusively to the Company and, save in regards the Relevant Major Shareholders in respect of the Warrant Placing, no one else in connection with the Equity Raise and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Equity Raise and will not be responsible to anyone other than the Company and the Relevant Major Shareholders for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to the Equity Raise or any transaction or arrangement referred to in this announcement.

J.P. Morgan Cazenove may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation, J.P. Morgan Cazenove does not propose to make any public disclosure in relation to such transactions.

This announcement includes statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of the forward-looking terminology, including the terms “believes”, “estimates”, “forecasts”, “plans”, “prepares”, “anticipates”, “projects”, “expects”, “intends”, “may”, “will”, “seeks”, or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Company’s and the Directors’ intentions, beliefs or current expectations concerning, amongst other things, the Company’s prospects, target return, growth and strategies.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company’s actual performance (including, without limitation, attainment of the target return), achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this announcement. In addition, even if the Company’s results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this announcement, those results or development may not be indicative of results or developments in subsequent periods.

Prospective investors are advised, when published, to read, in particular, the part of the Prospectus entitled “Risk Factors”, for a more complete discussion of the factors that could affect the Company’s future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. Forward-looking statements in this announcement speak only as of the date of this announcement. Other than in accordance with the Company’s obligations under the AIM Rules, the Disclosure Rules and Transparency Rules and/or the Prospectus Rules, the Company undertakes no obligation to update or revise publicly after the time of the announcement any forward-looking statements, whether as a result of new information, future events or otherwise.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share or New Convertible B Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share. Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.

This announcement should not be considered a recommendation by J.P. Morgan Cazenove or any of its directors, officers, employees, advisers or any of its affiliates in relation to any purchase of or subscription for securities. No representation or warranty, expressed or implied, is given by or on behalf of J.P. Morgan Cazenove or any of its directors, officers, employees, advisers or any of their respective affiliates or any other person as so to the accuracy, fairness, sufficiency or completeness of the information or the opinions or the beliefs contained in this announcement (or any part hereof). None of the information contained in this announcement has been independently verified or approved by J.P. Morgan Cazenove or any of its directors, officers, employees, advisers or any of its affiliates or their respective directors, officers, employers and advisors. Save in the case of fraud, no liability is accepted by J.P. Morgan Cazenove or any of its directors, officers, employees, advisers or any of their respective affiliates or their respective directors, officers, employers and advisers for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or J.P. Morgan Cazenove. Subject to the AIM Rules, the Prospectus Rules and the Disclosure Rules and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information in it is correct as at any subsequent date.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom 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 and regulations of any jurisdiction outside of the United Kingdom.

Imperial Innovations Group plc

£140m raised to expand investment scope and scale in new technologies

1. Introduction

Today, Imperial Innovations announces the raising of funds comprising (1) a rights issue (the “Rights Issue”) and (2) a provisional allotment and issue of Warrants giving rights to subscribe for New Convertible B Shares (the “Warrant Issue”) to Imperial College London, Invesco, Lansdowne, the Employee Trust, Sand Aire and Sussex Research (the “Major Shareholders”), to raise gross proceeds of approximately £140 million (the “Equity Raise”). The Major Shareholders will not take part in the Rights Issue, but will instead take part in the Warrant Issue.

The Rights Issue will be made on the basis of 2 New Ordinary Shares for every 3 Existing Ordinary Shares held by Qualifying Shareholders (being holders of Ordinary Shares on the register of members of the Company at the close of business on the Record Date). Qualifying Shareholders wishing to take up their Rights are required to pay the 350 pence per New Ordinary Share.

The terms of and conditions to the Rights Issue and Notice of the General Meeting will be set out in the Prospectus which is expected to be posted to shareholders and made available on the Company’s website (www.imperialinnovations.co.uk ) shortly.

The Issue Price for the Rights Issue of 350 pence per New Ordinary Share represents a 26.7 per cent. discount to the closing middle-market price of 477.5 pence per Ordinary Share on 6 December 2010, being the latest practicable date prior to the publication of this announcement, and a 17.9 per cent. discount to the theoretical ex-rights price based on this closing middle-market price.

The Warrant Issue will be made on the basis of Warrants to subscribe for 2 New Convertible B Shares for every 3 Existing Ordinary Shares held at the close of business on the Record Date. The Warrant Issue gives the right to the Major Shareholders to subscribe for New Convertible B Shares at 350 pence each. The Issue Price of the New Convertible B Shares of 350 pence each will be payable in 3 instalments comprising 150 pence during the period of the Rights Issue, 100 pence on the first anniversary of closing of the Rights Issue and 100 pence on the second anniversary of closing of the Rights Issue.

Invesco, Lansdowne, Sand Aire and Sussex Research have irrevocably undertaken not to take up their Rights and to exercise their respective Warrants and subscribe for New Convertible B Shares. Imperial College London and the Employee Trust have, pursuant to the terms of the Renunciation and Warrant Placing Agreement, irrevocably agreed to renounce the issue of Warrants to them once they are provisionally allotted and J.P. Morgan Cazenove has conditionally placed these Warrants, on behalf of Imperial College London and the Employee Trust, with Invesco at a price of 30 pence per Warrant.

Invesco has, subject to satisfaction of the conditions to the Equity Raise, irrevocably undertaken to accept the Warrants conditionally renounced by Imperial College London and the Employee Trust. This staged receipt of funds from persons who subscribe for New Convertible B Shares will avoid the Company holding too much cash at any one time whilst giving the Company committed funds.

The undertakings or agreements from the Major Shareholders referred to above, represent in aggregate 92.8 per cent. of the Equity Raise and the whole of the Warrant Issue. Those Rights not subject to the undertakings or agreements from the Major Shareholders referred to above, representing 7.2 per cent. of the Equity Raise is being underwritten by J.P. Morgan Cazenove.

The Equity Raise is conditional, amongst other things, on the passing without amendment of the Resolutions to be proposed at the General Meeting expected to be held on 6 January 2011 at 12.00 p.m.

2. Information on Imperial Innovations

Imperial Innovations was established in 1986 by Imperial College London to protect and exploit commercial opportunities arising from the research base of Imperial College London, primarily in the fields of science, engineering and medicine. Imperial Innovations has a technology pipeline agreement with Imperial College London signed in 2005 which expires in 2020.

Since 2005, the Group has raised approximately £62.4 million in net proceeds from investors, which have enabled it to invest in opportunities within its portfolio of Spin-out companies based on technology from Imperial College London that the Directors believe have significant commercial potential and to build and invest in new Spin-out companies.

Since its IPO in 2006, Imperial Innovations has invested approximately £47.9 million in Spin-out companies out of a total raised by those Spin-out companies of £211 million. As at 6 December 2010, Imperial Innovations had equity holdings in 79 Spin-out companies, of which 31 are classified by the Directors as accelerated growth companies where the Group typically has a board seat and takes an active board role.

The balance consists of 22 lighter touch companies, where the Group gives support to promote organic growth and revenue generation, and 26 low involvement companies, in which no investment by the Group is currently intended to be made but which may grow without investment by the Group.

Successful realisations of equity holdings by Imperial Innovations have included the sale in 2010 of Respivert Limited, a small molecule drug discovery company, which resulted in Imperial Innovations realising £9.5 million of gross cash proceeds and Ceres Power Holdings plc, a fuel cell company, which has realised £4.8 million to date for the Group from an initial investment of £0.65 million. Also the Group’s £1.5 million investment in obesity drug developer Thiakis Limited could return £16.1 million plus a royalty stream on product sales if the product is launched, following its sale to Wyeth, now part of Pfizer, for £99.4 million in December 2008.

Imperial Innovations is active in marketing itself within Imperial College London to promote awareness of Imperial Innovations’ activities, to access potential intellectual property and to minimise the occurrences of academic researchers publishing inventions prematurely before Imperial Innovations has had the opportunity to assess and, if appropriate, to protect the intellectual property.

3. Background to and reasons for the Equity Raise and use of proceeds

Imperial Innovations has established a platform for building, funding and exiting technology businesses based on technology from Imperial College London.

Based on its model of identifying high-growth technologies, providing early capital for proof of concept, recruiting experienced management teams and accelerating commercial development through investment, the Board believes that the Group is well placed to expand the depth and scope of its technology business building and its investment activities.

The Board believes that such expansion is the logical next step in the development of the Group. Having developed a strong track record of successful operational and financial development of its existing portfolio, and recognising that the UK has a major gap between scientific research and successful commercialisation, the Board believes that combined with a significant fund raising this presents an excellent time to embark on the expansion of Imperial Innovations’ platform.

In addition to working with Imperial College London, the Group intends to work more closely than at present with other Research Intensive Universities, to comprise initially the University of Cambridge, the University of Oxford, and University College London. This is with a view to applying the Group’s core platform of skills of building and investing in technology businesses emanating from those universities, in a way similar to that currently applied to technology from Imperial College London. The Board’s view is that this will increase value to Shareholders over the longer-term, using the platform of building and investing in Spin-out companies from Imperial College London across a wider field and providing more prospects for growth than would otherwise be the case.

The Group has a history of co-operation with the University of Cambridge, the University of Oxford and University College London through its collaborations with Cambridge Enterprise Limited, Oxford Spin-out Equity Management and UCL Business PLC respectively (the “Collaborations”), and intends to build on those relationships. These organisations are responsible for managing equity in spin-out companies from their respective universities. Imperial Innovations has received non-binding letters of support from each of these organisations to explore opportunities to increase co-operation on an operational basis in the incubation of, and investment in, technology companies emanating from each of those universities. Together, those letters of support highlight the demand for the type of funding offered by Imperial Innovations and future investment by Imperial Innovations in university spin-outs, and an opportunity both to increase co-operation on an operational basis and to exploit research synergies and cross-fertilisation of research. The Board believes that such support, together with the enlarged balance sheet following the Equity Raise, will serve to provide the Group with a platform for the growth of the business over the longer-term.

To this end, Imperial Innovations proposes the Equity Raise to raise proceeds of approximately £140 million. Of these proceeds, approximately £10.0 million is being raised by the Rights Issue, £55.5 million by the First Instalment of New Convertible B Shares, £37.0 million by the Second Instalment and £37.0 million by the Third Instalment. No consideration is being received by the Company on the issue of the Warrants, as the Warrants are being issued or provisionally allotted to the Major Shareholders in consideration for them agreeing to not take up their Rights. The proceeds of the Equity Raise will be used to:

- accelerate the making, and increase the size, of its investments in portfolio companies from its existing pipeline with Imperial College London, seeking to enable those companies to achieve their commercial goals more quickly and effectively and to allow the Group to maintain its participation in or increase its equity holdings in such companies and to develop more such opportunities. It is currently anticipated that approximately 40 per cent. of the net proceeds will be utilised for this purpose; and

- to make investments in companies founded by or based on technology from a number of other universities or research establishments that in the Group’s view are carrying out intensive scientific research. The Group currently considers that the University of Cambridge, the University of Oxford and University College London (together with Imperial College London) fall into this category of Research Intensive Universities, but may choose in the future to make investments emanating from other universities and research establishments that it considers to fall into this category. It is currently anticipated that approximately 60 per cent. of the net proceeds will be utilised for this purpose.

The majority of the proceeds of the Equity Raise will result from the Warrant Issue. However, the Board, with the principles of pre-emption in mind, is aware that the Warrant Issue would, on its own (and assuming payment in full of the Second Instalment and the Third Instalment), be dilutive to non-participating Shareholders. In the context of a significant increase in capital, the Board believes that all Shareholders should have the opportunity to participate in the issue pro rata to their existing holding and is offering all Qualifying Shareholders the opportunity to acquire New Ordinary Shares at the same price of 350 pence per New Ordinary Share by way of the Rights Issue. For reasons imposed by the Consumer Credit Act, the Warrant Issue cannot be offered to all Shareholders. Qualifying Shareholders who take up all their Rights will not be diluted and will receive fully transferable fully paid New Ordinary Shares on closing of the Rights Issue.

Major Shareholders will, instead of participating in the Rights Issue, be issued or provisionally allotted Warrants as part of the Warrant Issue (comprising 93.5 per cent. of the Equity Raise) which give the right to subscribe for New Convertible B Shares at 350 pence each payable in 3 instalments comprising 150 pence payable during the period of the Rights Issue, 100 pence on the first anniversary of the closing of the Rights Issue and 100 pence on the second anniversary of the closing of the Rights Issue.

Immediately following the Equity Raise, Imperial Innovations will have minimum cash and other short-term fund reserves of £61.0 million and will have commitments, from the New Convertible B Shares, of £37.0 million to be paid no later than one year after the Rights Issue and a further £37.0 million to be paid no later than two years after the Rights Issue.

The Directors of Imperial Innovations believe that the Equity Raise will provide the Group with the capital required for investment whilst enabling the Group to demonstrate its financial strength and ability to deploy capital on behalf of technology businesses and their management teams. The New Convertible B Share structure will also reduce the amount of surplus cash held by the Group and maintain an efficient balance sheet, whilst the Rights Issue will allow shareholders to participate in the Equity Raise and retain their percentage stake in the Group following completion of the Equity Raise. The Directors also believe that the delayed receipt of the Second Instalment and the Third Instalment in respect of the New Convertible B Shares will not affect opportunities available to the Group to build and invest in new technology businesses emanating from Imperial College and the other Research Intensive Universities.

Following the Equity Raise, the Directors believe that the increased balance sheet capacity will improve Imperial Innovations’ ability to take leading roles in investment rounds throughout the development of its portfolio companies and accelerate the development of its more capital intensive opportunities. In turn, the Board believes this will be advantageous in the building of new technology businesses especially in the early recruitment of experienced management teams and that increased balance sheet capacity will also be beneficial in procuring new opportunities.

The IP commercialisation approach that will be adopted by Imperial Innovations will include the following:

- continuation of the building of, and investment in, technology businesses across a portfolio at all stages of development; and

- seeking opportunities for technology business building and investment at all Research Intensive Universities by applying the same processes for building and investing in technology businesses currently applied to Imperial College London sourced businesses, save that during an initial phase, the Group intends to invest selectively in a small number of established technology businesses from Research Intensive Universities (in addition to Imperial College London) where the Group has not been involved in the building of those businesses but where the Group has evaluated the opportunity for investment over a period of months and has tracked progress and established working relationships with the management teams prior to investing.

The Directors believe that participation in the Equity Raise offers investors the opportunity to participate in the future of one of the leading UK technology investment companies focused on investing in UK technologies emanating from Research Intensive Universities.

The initial Research Intensive Universities identified are the top four universities by publication and citation in Europe. In combination their academics have been awarded 136 Nobel Prizes. They are also the top four universities in the UK by research income totalling £1.1 billion per annum, being a quarter of all UK research income of UK universities.

A comparison of metrics (2008/09) in respect of the Research Intensive Universities is set out below:



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