Announcement • Jun 24

The Railways Pension Trustee Company Limited cancelled the acquisition of remaining 81.62% stake in IP Group Plc (LSE:IPO) for approximately £500 million.

The Railways Pension Trustee Company Limited proposed to acquire remaining 81.62% stake in IP Group Plc (LSE:IPO) for approximately £500 million on June 16, 2026. A cash consideration equivalent to £0.697 per share for each IP Group share, with the potential to receive up to an extra £0.05 per share in cash through the contingent value right will be paid by The Railways Pension Trustee Company Limited. Under the terms of the Possible Offer, the Total Value would comprise: (i) an offer price of £0.59 in cash for each IP Group share; (ii) a mechanism to enable IP Group shareholders to realize the value (net of costs and other expenses) of their pro rata share of the Company's shareholding in Oxford Nanopore Technologies plc ("ONT") which was valued at approximately £0.107 per IP Group share, based on the closing price for an ONT share of £1.165 on the last business day prior to this announcement; and (iii) a contingent value right of up to £0.05 per existing Company share (the "CVR"). Under the terms of the CVR, it is anticipated that IP Group shareholders would be entitled to participate in the value realized from any disposal of the Company's shareholding in Istesso (an "Istesso Disposal"). If an Istesso Disposal completes within 12 months following completion of the offer for IP Group and the gross sale proceeds attributable to IP Group's shareholding: (a) are equal to or more than £98 million in cash, it is anticipated that the CVR would deliver additional cash consideration of £0.03 per Company share; (b) are in excess of £200 million in cash, it is anticipated that the CVR will deliver additional cash consideration of £0.02 per Company share. The Total Value of the Possible Offer (excluding the CVR) could be greater or less than £0.697 per IP Group share depending on the share price performance of ONT. The Possible Offer is subject to the satisfaction or waiver of the formation of the consortium referred; completion of confirmatory due diligence to the satisfaction of Railpen; and the unanimous and unconditional recommendation of the Possible Offer by the board of IP Group. John Deans of N.M. Rothschild & Sons Limited acted as financial advisor for The Railways Pension Trustee Company Limited. The Railways Pension Trustee Company Limited cancelled the acquisition of remaining 81.62% stake in IP Group Plc (LSE:IPO) on June 16, 2026. The Offer has been rejected by the Board of IP Group.

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