Recommended cash acquisition of TP Group plc by Science Group plc

Summary

• The independent boards of Science Group and TP Group are pleased to announce that they have 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.

• Under the terms of the Acquisition, TP Group Shareholders will be entitled to receive:

                                            2.25 pence in cash per Share

• The Acquisition Price of 2.25 pence per Share represents a premium of approximately 190 per cent. to the Closing Price per Share of 0.78 pence on 28 October 2022 (being the latest practicable date prior to the date of this announcement).

• The Acquisition values TP Group’s entire issued, and to be issued, ordinary share capital at an equity value of approximately £17.53 million.

• Science Group has received a letter of intent from Hargreave Hale Limited, for and on behalf of IFSL Marlborough UK Micro-Cap Growth Fund and IFSL Marlborough Nano-Cap Growth Fund (Canaccord Genuity Wealth Management) to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 91,180,000 Shares, representing approximately 11.70 per cent. of the ordinary share capital of TP Group in issue on 28 October 2022 (being the latest practicable date prior to this announcement).

This summary should be read in conjunction with the full text of this announcement and its Appendices. The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this announcement contains the sources of information and bases of calculations of certain information contained in this announcement. Appendix III contains a summary of the irrevocable undertakings received in relation to this Acquisition and Appendix IV contains definitions of certain expressions used in this summary and in this announcement. The appendices form part of this announcement.