IFP Ifg Group Plc

 
 IFG Group plc (IFP) 
IFG Group plc: Court Approval 
 
27-Aug-2019 / 15:41 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 
 
            27 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 
 
      COURT APPROVAL 
 
     The board of directors of IFG Group plc ("IFG") announces that the High 
            Court of Ireland has today approved the Scheme. 
 
 The Scheme shall become effective on delivery to the Registrar of Companies 
of the Court Order together with the minute required by Section 86(1) of the 
  Act confirming the capital reduction necessary to implement the Scheme and 
   registration of the Court Order and minute by the Registrar of Companies. 
     This is expected to occur on 28 August 2019. Accordingly, the Scheme is 
            expected to take effect on 28 August 2019. 
 
  Trading of IFG shares on Euronext Dublin and the main market of the London 
       Stock Exchange will be suspended from 7:30 a.m. on 28 August 2019 and 
cancellation of IFG shares to trading on Euronext Dublin and the main market 
 of the London Stock Exchange will, subject to the Scheme becoming effective 
            on 28 August 2019, take effect from 8:00 a.m. on 29 August 2019. 
 
  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 published 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 directors of IFG accept responsibility for the information contained in 
 this announcement. To the best of the knowledge and belief of the directors 
 of IFG (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. 
 
   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. 
 
ISIN:           IE0002325243 
Category Code:  OUP 
TIDM:           IFP 
LEI Code:       213800DDLICUJ14JTY47 
OAM Categories: 2.2. Inside information 
Sequence No.:   18112 
EQS News ID:    863899 
 
End of Announcement EQS News Service 
 
 
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=23cff420131ba9a338a0ee4d4d60bd20&application_id=863899&site_id=vwd&application_name=news 
 

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