IFG Group plc: Offer Update - FCA Approval Received (856267)
13 August 2019 - 8:00AM
UK Regulatory
IFG Group plc (IFP)
IFG Group plc: Offer Update - FCA Approval Received
13-Aug-2019 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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
RECOMMED 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 +44 20 7653 6000
Efthymiou
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 [1].
"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
[1].
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 [1] 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.
ISIN: IE0002325243
Category Code: MSCH
TIDM: IFP
LEI Code: 213800DDLICUJ14JTY47
OAM Categories: 2.2. Inside information
Sequence No.: 16543
EQS News ID: 856267
End of Announcement EQS News Service
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