IFG Group plc: Offer Update - FCA Approval Received (856267)

 
 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     [phone] 
 
    Evercore (Joint Lead Financial Adviser and Rule 3 Adviser to 
                                                            IFG) 
    Ollie Clayton / Nick Chapman / Demetris     [phone] 
                                  Efthymiou 
 
      Goodbody (Joint Lead Financial Adviser, Rule 3 Adviser and 
                                        Corporate Broker to IFG) 
           Stephen Kane / Charlotte Craigie   [phone] 
 
                                                [phone] 
 
       Macquarie Capital (Europe) Limited (Financial Adviser and 
                                        Corporate Broker to IFG) 
              Jonny Allison / Alex Reynolds     [phone] 
 
            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 [phone] or fax number [phone] 
 
            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 
 
 
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=23cff420131ba9a338a0ee4d4d60bd20&application_id=856267&site_id=vwd&application_name=news 
 

(END) Dow Jones Newswires

August 13, 2019 02:00 ET (06:00 GMT)