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
May 9, 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 UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
Results of Scheme Meetings and EGM
The board of directors of IFG Group plc ("IFG") is pleased to announce that, at the Scheme Meeting and the EGM held earlier today in connection with the recommended cash offer by SaintMichelCo Limited, a wholly-owned indirect subsidiary of funds advised by Epiris LLP, for the entire issued and to be issued share capital of IFG to be effected by way of a scheme of arrangement between IFG and its shareholders under Chapter 1 of Part 9 of the Companies Act 2014:
- IFG Shareholders voted in favour of the Scheme Meeting Resolution at the Scheme Meeting; and
- IFG Shareholders voted in favour of the EGM Resolutions at the EGM.
Full details of the Resolutions passed are set out in the notices of the Scheme Meeting and EGM contained in the Scheme Document published on 9 April 2019. The detailed voting results in relation to the Scheme Meeting and EGM are summarised below.
The Acquisition remains conditional on the conditions set forth in Part 5 of the Scheme Document, including the required regulatory approvals from the UK Financial Conduct Authority, being satisfied or (where permissible) waived on or before the sanction of the Scheme by the High Court. It is anticipated that, subject to the satisfaction or waiver of these conditions, approval of the acquisition by the High Court will be sought in the second half of 2019. Once the Court Hearing date has been fixed, IFG will give notice of this date by issuing an announcement through a Regulatory Information Service. IFG will make such announcement available on its website free of charge, subject to certain restrictions relating to Persons in Restricted Jurisdictions.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
Voting results of the Scheme Meeting
At the Scheme Meeting, a majority in number of IFG Shareholders who voted (either in person or by proxy), representing 99.99% by value of those IFG Shares voted, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution proposed at the Scheme Meeting was passed on a poll vote. Details of the votes cast are as follows:
|
Number of IFG Shareholders who voted
|
% of IFG Shareholders who voted
|
Number of IFG Shares voted
|
% of IFG Shares voted
|
Number of IFG Shares voted as a % of IFG Shares*
|
For
|
105
|
8.04%
|
56,368,887
|
99.99%
|
53.60%
|
Against
|
4
|
0.31%
|
6,498
|
0.01%
|
0.00%
|
Total
|
109
|
8.35%
|
56,375,385
|
100%
|
53.36%
|
Withheld
|
0
|
0
|
0
|
0
|
0
|
* The total number of IFG Shares in issue at the Voting Record Time was 105,405,665.
Voting results of the EGM
At the EGM, Resolutions 1 to 6, as set out in the notice of the EGM in the Scheme Document, were duly passed on a poll vote. The results of the poll were as follows:
Resolution 1: to approve the amendment of the Memorandum of Association
|
Number of IFG Shares voted
|
% of IFG Shares voted
|
Number of IFG Shares voted as a % of IFG Shares *
|
For
|
57,299,951
|
99.99%
|
54.37%
|
Against
|
6,498
|
0.01%
|
0.00%
|
Total
|
57,306,499
|
100%
|
54.37%
|
Withheld
|
0
|
0
|
0
|
* The total number of IFG Shares in issue at the Voting Record Time was 105,405,665.
Resolution 2: to approve the Scheme of Arrangement
|
Number of IFG Shares voted
|
% of IFG Shares voted
|
Number of IFG Shares voted as a % of IFG Shares *
|
For
|
57,299,951
|
99.99%
|
54.37%
|
Against
|
6,498
|
0.01%
|
0.00%
|
Total
|
57,306,499
|
100%
|
54.37%
|
Withheld
|
0
|
0
|
0
|
* The total number of IFG Shares in issue at the Voting Record Time was 105,405,665.
Resolution 3: to approve the cancellation of cancellation shares in the Company
|
Number of IFG Shares voted
|
% of IFG Shares voted
|
Number of IFG Shares voted as a % of IFG Shares *
|
For
|
57,303,191
|
99.99%
|
54.37%
|
Against
|
3,258
|
0.01%
|
0.00%
|
Total
|
57,306,499
|
100%
|
54.37%
|
Withheld
|
0
|
0
|
0
|
* The total number of IFG Shares in issue at the Voting Record Time was 105,405,665.
Resolution 4: to approve the application of reserves in the Company
|
Number of IFG Shares voted
|
% of IFG Shares voted
|
Number of IFG Shares voted as a % of IFG Shares *
|
For
|
57,304,121
|
100%
|
54.37%
|
Against
|
2,328
|
0.00%
|
0.00%
|
Total
|
57,306,499
|
100%
|
54.37%
|
Withheld
|
0
|
0
|
0
|
* The total number of IFG Shares in issue at the Voting Record Time was 105,405,665.
Resolution 5: to approve the amendment of Articles of Association
|
Number of IFG Shares voted
|
% of IFG Shares voted
|
Number of IFG Shares voted as a % of IFG Shares *
|
For
|
57,299,951
|
99.99%
|
54.37%
|
Against
|
6,498
|
0.01%
|
0.00%
|
Total
|
57,306,499
|
100%
|
54.37%
|
Withheld
|
0
|
0
|
0
|
* The total number of IFG Shares in issue at the Voting Record Time was 105,405,665.
Resolution 6: to approve the adjournment of the EGM.
|
Number of IFG Shares voted
|
% of IFG Shares voted
|
Number of IFG Shares voted as a % of IFG Shares *
|
For
|
57,239,920
|
99.99%
|
54.31%
|
Against
|
4,378
|
0.01%
|
0.00%
|
Total
|
57,244,298
|
100%
|
54.31%
|
Withheld
|
0
|
0
|
0
|
* The total number of IFG Shares in issue at the Voting Record Time was 105,405,665.
Enquiries:
Houlihan Lokey (Financial Adviser to Epiris)
|
Lawrence Guthrie / Christian Kent / Yashin Mody / Sam Ward
|
+44 20 7907 4200
|
Greenbrook (media enquiries for Epiris)
|
Matthew Goodman / Katarina Sallerfors / Daniel Oliver
|
+44 20 7952 2000
|
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
|
Powerscourt (media enquiries for IFG)
|
Justin Griffiths / Jack Hickey
|
+ 44 20 7250 1446
+353 1536 0683
|
Statements Required by the Irish Takeover Rules
The IFG Directors accept responsibility for the information contained in this document other than information relating to Epiris, Bidco, the Epiris Group, the Epiris Responsible Persons, the Bidco Directors and members of their immediate families, related trusts and persons connected with them for which the Epiris Responsible Persons and the Bidco Directors accept responsibility. To the best of the knowledge and belief of the IFG Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Epiris Responsible Persons and the Bidco Directors accept responsibility for the information contained in this document relating to Epiris, Bidco, the Epiris Group, the Epiris Responsible Persons, the Bidco Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Epiris Responsible Persons and the Bidco Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Houlihan Lokey (Corporate Finance) Limited ("Houlihan Lokey"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Epiris and no one else in connection with the matters described in this document and will not be responsible to anyone other than Epiris for providing the protections afforded to clients of Houlihan Lokey, or for providing advice in connection with the matters referred to herein. Neither Houlihan Lokey 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 Houlihan Lokey in connection with this document or any matter referred to herein.
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 document 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 document 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 document 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 document 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 document 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 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 document or any matter referred to herein.
This announcement 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 or subscribe for any securities 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. This announcement does not constitute a prospectus or an equivalent document.
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.