NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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

 

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

13 August 2019

RECOMMENDED CASH OFFER

 

for

 

IFG GROUP PLC

 

by

 

SAINTMICHELCO LIMITED

 

A WHOLLY-OWNED INDIRECT SUBSIDIARY OF FUNDS ADVISED BY EPIRIS LLP TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT (THE "SCHEME") UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

 

IFG Group plc ("IFG") is pleased to announce that the Financial Conduct Authority has, on 12 August 2019, approved the proposed acquisition of IFG by SaintMichelCo Limited, an indirect wholly owned subsidiary of funds of which Epiris GP Limited is the general partner, pursuant to the recommended cash offer by SaintMichelCo Limited for IFG.

 

The Acquisition and the Scheme, which were approved by IFG Shareholders on 9 May, remain subject to the sanction of the High Court. It is expected that Completion of the Acquisition will occur as soon as practicable following such sanction.  The Court Hearing, where such sanction will be sought, has been set for 27 August 2019 at 11 am.

 

Further announcements will be made as necessary.

 

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document published by IFG on 9 April 2019.

 

 

Enquiries:

IFG
Kathryn Purves / Gavin Howard	+44 20 3887 6181
Evercore (Joint Lead Financial Adviser and Rule 3 Adviser to IFG)
Ollie Clayton / Nick Chapman / Demetris Efthymiou	+44 20 7653 6000
Goodbody (Joint Lead Financial Adviser, Rule 3 Adviser and Corporate Broker to IFG)
Stephen Kane / Charlotte Craigie	+353 (0)1 667 0400 +44 203 841 6220
Macquarie Capital (Europe) Limited (Financial Adviser and Corporate Broker to IFG)
Jonny Allison / Alex Reynolds	+44 20 3037 2000

Statement required by the Takeover Rules

The IFG Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the IFG Directors (who have taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to IFG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than IFG for providing the protections afforded to clients of Evercore, or for providing advice in connection with the matters referred to herein.  Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement or any matter referred to herein. 

Goodbody Stockbrokers UC, trading as Goodbody ("Goodbody"), which is regulated by the Central Bank of Ireland and in the UK, Goodbody is authorised and subject to limited regulation by the Financial Conduct Authority, is acting exclusively for IFG and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than IFG for providing the protections afforded to clients of Goodbody, or for providing advice in connection with the matters referred to in this announcement and will not be responsible to anyone other than IFG for providing the protections afforded to clients of Goodbody, or for providing advice in connection with the matters referred to herein. Neither Goodbody nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goodbody in connection with this announcement or any matter referred to herein.

Macquarie Capital (Europe) Limited ("Macquarie"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for IFG and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than IFG for providing the protections afforded to clients of Macquarie, or for providing advice in connection with the matters referred to in this announcement, or for providing advice in connection with the matters referred to herein. Neither Macquarie nor any of its subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Macquarie in connection with this announcement or any matter referred to herein.

This announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.  The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).

This announcement has been prepared for the purpose of complying with the laws of Ireland and the Takeover Rules 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 of Ireland.

 

Rule 8 Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of IFG, all "dealings" in any "relevant securities" of IFG  (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 p.m. (Eastern Time) on the "business day" following the date of the relevant transaction. This requirement will continue until the date on which the Offer Period ends.  If two or more persons cooperate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of IFG, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of IFG by Epiris or Bidco or by any party acting in concert with any of them, must also be disclosed by no later than 12 p.m. (Eastern Time) on the "business day" following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Takeover Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks above are defined in the Takeover Rules, which can be found on the Irish Takeover Panel's website www.irishtakeoverpanel.ie.

If you are in any doubt as to whether you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289

General

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made available, directly or indirectly, in a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction.

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, IFG disclaims any responsibility or liability for the violations of any such restrictions by any person.