DJ IFG Group plc: Recommended Cash Offer
Dow Jones received a payment from EQS/DGAP to publish this press release.
IFG Group plc (IFP)
IFG Group plc: Recommended Cash Offer
25-March-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
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.5 OF THE IRISH TAKEOVER
RULES
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
25 March 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
Summary
· Epiris GP Limited ("Epiris GP"), as General Partner of the Epiris Funds
advised by Epiris LLP ("Epiris"), and IFG Group plc ("IFG") are pleased to
announce that they have reached agreement on the terms of a recommended
cash offer pursuant to which SaintMichelCo Limited ("Bidco"), a wholly
owned indirect subsidiary of the Epiris Funds, will acquire the entire
issued and to be issued share capital of IFG.
· Under the terms of the Acquisition, IFG Shareholders will be entitled to
receive:
for each IFG Ordinary Share GBP1.93 in cash
· The Acquisition values the entire issued and to be issued ordinary share
capital of IFG at approximately GBP206 million.
· The Acquisition represents:
· a premium of approximately 46 per cent. to IFG's closing share price
of GBP1.325 on 22 March 2019 (being the last practicable date prior to the
publication of this Announcement);
· a premium of approximately 44 per cent. to IFG's volume weighted
average share price of approximately GBP1.34 over the one month period
ended on 22 March 2019;
· a premium of approximately 42 per cent. to IFG's volume weighted
average share price of approximately GBP1.36 over the three month period
ended on 22 March 2019; and
· a multiple of approximately 21.4 times IFG's adjusted after tax
earnings for the year ended 31 December 2018.
· If any dividend or other distribution is authorised, declared, made or
paid in respect of the IFG Ordinary Shares on or after the date of this
Announcement, Bidco reserves the right to reduce the Consideration by the
aggregate amount of such dividend or other distribution.
· Commenting on the Acquisition, Kathryn Purves, CEO of IFG, said:
"We are pleased to be announcing this transaction today and believe it is an
excellent outcome for shareholders, for the company, and for our clients.
The offer by Epiris represents a compelling opportunity for shareholders to
realise an immediate and attractive cash value for their shareholding in IFG
today. In addition, our employees and clients will benefit under the
ownership of Epiris which should help accelerate the delivery of IFG's
strategic objectives and the underlying strategies of James Hay and
Saunderson House."
· Commenting on the Acquisition, Owen Wilson of Epiris said:
"We are delighted that the Board of IFG has recommended our offer and we are
excited to work with management to realise the growth potential of James Hay
and of Saunderson House and to further enhance their position in their
respective markets. James Hay, a trusted provider in the SIPP market, and
Saunderson House, a differentiated independent wealth manager, both have
strong reputations across their broad range of clients".
· It is intended that the Acquisition will be implemented by means of a
High Court sanctioned scheme of arrangement under Chapter 1 of Part 9 of
the Act (or, if Bidco elects, subject to the terms of the Transaction
Agreement and with the consent of the Panel, a Takeover Offer). The
Acquisition is conditional on, among other things, (i) the approval by IFG
Shareholders of the Scheme Meeting Resolution and the EGM Resolutions;
(ii) the sanction of the Scheme and the confirmation of the Reduction of
Capital, by the High Court; and (iii) receipt of required regulatory and
other necessary approvals.
· Having taken into account the relevant factors and applicable risks, the
IFG Board, who has been so advised by Evercore and Goodbody, financial
advisers to IFG, consider the terms of the Acquisition as set out in this
Announcement to be fair and reasonable. In providing such advice, Evercore
and Goodbody have taken into account the commercial assessments of the IFG
Directors. Evercore and Goodbody are providing independent financial
advice to the IFG Directors for the purposes of Rule 3 of the Takeover
Rules.
· Accordingly the IFG Board unanimously recommends that IFG Shareholders
vote in favour of the Acquisition and all of the Resolutions, as they
intend to do in respect of their own beneficial holdings of, in aggregate,
874,879 IFG Ordinary Shares which represent, in aggregate, approximately
0.83 per cent. of the existing issued share capital of IFG as at the last
practicable date before this Announcement being 22 March 2019.
· In addition, Bidco has received an irrevocable undertaking to vote in
favour of the Acquisition from Crownway Capital ULC, a company owned and
controlled by John Gallagher and his Connected Persons, in respect of
10,166,816 IFG Ordinary Shares representing approximately 9.65 per cent.
of the issued share capital of IFG.
· In aggregate therefore, irrevocable undertakings and other commitments
to vote in favour of each of the Resolutions required to implement the
Scheme have been received by Bidco over 11,041,695 IFG Ordinary Shares,
representing approximately 10.48 per cent. of the issued share capital of
IFG. Further details of the irrevocable undertakings are set out below in
paragraph 4 of this Announcement, including the circumstances in which the
irrevocable undertakings cease to be binding.
· The Scheme Document, which will contain, amongst other things, further
information about the Acquisition, notices convening the Scheme Meeting
and the Extraordinary General Meeting, the expected timetable for
Completion and action to be taken by IFG Shareholders, will be published
as soon as practicable and, in any event, within 28 days of this
Announcement. It is anticipated that the Scheme will, subject to obtaining
the necessary regulatory and other necessary approvals, be declared
effective in the second half of 2019.
About Epiris LLP
· Epiris is one of the longest-established private equity firms in the UK.
Formerly known as Electra Partners, Epiris managed the FTSE 250-listed
investment trust Electra Private Equity PLC until 2017, and in 2018 Epiris
announced the final close of Epiris Fund II, an institutional private
equity fund that attracted capital commitments totalling GBP821 million from
some of the world's leading investors.
· Epiris invests in UK-headquartered businesses with an enterprise value
of between GBP75 million and GBP500 million. It has a strong track record of
transforming businesses in partnership with exceptional management teams.
Its approach is to focus on strategic clarity, operational excellence,
growth acceleration and M&A.
About IFG plc
· IFG is a financial services holding company with full market listings in
London and Dublin. IFG's businesses provide financial solutions to end
customers and financial advisers. James Hay provides pensions
administration and investment platform services and Saunderson House is an
independent wealth manager and financial adviser.
· As at 31 December 2018, IFG had GBP30.2 billion of assets under
administration or advice across James Hay (GBP25.3 billion of assets under
administration) and Saunderson House (GBP4.9 billion of assets under
advice). In the year ended 31 December 2018, IFG reported an adjusted
operating profit of GBP12.4 million and, on a statutory basis, a post tax
loss of GBP1.0 million. IFG generated operating free cash flow of GBP6.6
million and net cash flow (after interest, retention payments and head
office restructuring costs) of GBP3.1 million for the year ended 31 December
2018.
This summary should be read in conjunction with the full text of the
following Announcement and its appendices.
The Conditions to, and certain further terms of, the Acquisition are set out
in Appendix C to this Announcement and the Acquisition is subject to further
terms to be set out in the Scheme Document. Appendix A to this Announcement
contains certain sources of information and bases of calculation contained
in this Announcement. Certain terms used in this Announcement are defined in
Appendix B to this Announcement.
This Announcement contains inside information and has been issued pursuant
to Article 2.1(b) of Commission Implementing Regulation (EU) 2016/1055. The
date and time of this Announcement is the same as the date and time that it
has been communicated to the media.
Enquiries:
Houlihan Lokey (Financial Adviser to Epiris)
Lawrence Guthrie / Christian +44 20 7907 4200
Kent / Yashin Mody / Sam Ward
Greenbrook (media enquiries for Epiris)
Matthew Goodman / Katarina +44 20 7952 2000
Sallerfors / Daniel Oliver
IFG
Kathryn Purves / Gavin Howard +44 20 3887 6181
(MORE TO FOLLOW) Dow Jones Newswires
March 25, 2019 03:01 ET (07:01 GMT)
DJ IFG Group plc: Recommended Cash Offer -2-
Evercore (Joint Lead Financial Adviser and Rule 3 Adviser to
IFG)
Ollie Clayton / Nick Chapman / +44 20 7653 6000
Demetris Efthymiou
Goodbody (Joint Lead Financial Adviser, Rule 3 Adviser and
Corporate Broker to IFG)
Stephen Kane / Charlotte +353 (0)1 667 0400 +44 203 841
Craigie 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 Takeover Rules
The Epiris Responsible Persons and the Bidco Directors accept responsibility
for the information contained in this Announcement other than that relating
to IFG, the IFG Group and the IFG 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, in each case, have taken all reasonable care to ensure that
such is the case), the information contained in this Announcement 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 IFG Directors accept responsibility for the information contained in
this Announcement relating to IFG, the IFG Group and the IFG Directors and
members of their immediate families, related trusts and persons connected
with them. 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 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 Announcement 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 Announcement 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 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
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 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 does not constitute a prospectus or a prospectus
equivalent 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.
Cautionary Statement Regarding Forward-Looking Statements
This Announcement contains certain forward-looking statements with respect
to Epiris, Bidco and IFG. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "believe", "will", "may", "would",
"could" or "should" or other words of similar meaning or the negative
thereof. Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, economic
performance, financial conditions, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of the operations of the Epiris Group or the IFG Group; and (iii) the
effects of government regulation on the business of the Epiris Group or the
IFG Group.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of any such person, or industry results, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. These forward-looking
statements are based on numerous assumptions regarding the present and
future business strategies of such persons and the environment in which each
will operate in the future. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements attributable to
Epiris, Bidco or IFG or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. Neither
Epiris, Bidco nor IFG undertake any obligation to update publicly or revise
forward-looking or other statements contained in this Announcement, whether
as a result of new information, future events or otherwise, except to the
extent legally required.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the 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 pm (Irish time) on the "business" day in Dublin
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 co-operate 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.
(MORE TO FOLLOW) Dow Jones Newswires
March 25, 2019 03:01 ET (07:01 GMT)
DJ IFG Group plc: Recommended Cash Offer -3-
Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in
"relevant securities"' of IFG by Epiris GP or Bidco, or by any party Acting
in Concert with either of them, must also be disclosed by no later than 12
noon (Irish time) on the business day in Dublin 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 Irish
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 are defined in the Takeover Rules, which can also
be found on the Irish Takeover Panel's website. If you are in any doubt as
to whether or not 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.
No profit forecasts, estimates or asset valuations
No statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share, for Epiris, Bidco
or IFG, respectively for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings
per share for Epiris, Bidco or IFG, respectively. No statement in this
Announcement constitutes an asset valuation.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, subject to the terms of the Transaction
Agreement and with the consent of the Panel, to implement the Acquisition by
way of a Takeover Offer for the entire issued and to be issued share capital
of IFG as an alternative to the Scheme. In such an event, the Takeover Offer
will be implemented on the same terms (subject to appropriate amendments),
so far as applicable, as those which would apply to the Scheme and subject
to the amendments referred to in Appendix C to this Announcement and in the
Transaction Agreement.
Publication on website
Pursuant to Rule 2.6(c) of the Takeover Rules, this Announcement will be
made available to Epiris' employees on Epiris' website (www.epiris.co.uk)
and to IFG employees on IFG's website (www.ifggroup.com).
Neither the content of this website nor the content of any other website
accessible from hyperlinks on such website is incorporated into, or forms
part of, this Announcement.
Rounding
Certain figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown as totals
in certain tables may not be an arithmetic aggregation of the figures that
precede them.
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, the Epiris Group, Bidco and IFG disclaim any responsibility or
liability for the violations of any such restrictions by any person.
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
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.5 OF THE TAKEOVER RULES
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
25 March 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 MEANS OF A SCHEME OF ARRANGEMENT
UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014
1 Introduction
The boards of directors of Bidco and IFG are pleased to announce that they
have reached agreement on the terms of a recommended cash offer, pursuant to
which Bidco will acquire the entire issued and to be issued share capital of
IFG, which is being implemented by means of a scheme of arrangement under
Chapter 1 of Part 9 of the Act.
2 Summary Terms of the Acquisition
2.1 The Acquisition is subject to the Conditions set out in Appendix C to
this Announcement and to be set out in the Scheme Document.
2.2 Under the terms of the Acquisition, IFG Shareholders will be entitled to
receive:
for each IFG Ordinary Share GBP1.93 in cash
2.3 The Acquisition values the entire issued and to be issued ordinary share
capital of IFG at approximately GBP206 million. The Acquisition represents:
2.3.1 a premium of approximately 46 per cent. to IFG's closing share price
of GBP1.325 on 22 March 2019 (being the last practicable date prior to the
publication of this Announcement);
2.3.2 a premium of approximately 44 per cent. to IFG's volume weighted
average share price of approximately GBP1.34 over the one month period ended
on 22 March 2019;
2.3.3 a premium of approximately 42 per cent. to IFG's volume weighted
average share price of approximately GBP1.36 over the three month period ended
on 22 March 2019; and
2.3.4 a multiple of approximately 21.4 times of IFG's adjusted after tax
earnings for the year ended 31 December 2018.
2.4 In consideration of these payments, the IFG Ordinary Shares will be
cancelled and IFG will issue new IFG Ordinary Shares to Bidco.
2.5 If any dividend or other distribution is authorised, declared, made or
paid in respect of the IFG Ordinary Shares on or after the date of this
Announcement, Bidco reserves the right to reduce the Consideration by the
aggregate amount of such dividend or other distribution.
2.6 The sources and bases of information contained in this Announcement to
calculate the implied value of the Acquisition, are set out in Appendix A.
3 IFG Recommendation
3.1 Having taken into account the relevant factors and applicable risks, the
IFG Board who have been so advised by Evercore and Goodbody, financial
advisers to IFG, consider the terms of the Acquisition as set out in this
Announcement to be fair and reasonable. In providing such advice, Evercore
and Goodbody have taken into account the commercial assessments of the IFG
Directors. Evercore and Goodbody are providing independent financial advice
to the IFG Directors for the purposes of Rule 3 of the Takeover Rules.
3.2 Accordingly, the IFG Board unanimously recommends that IFG Shareholders
vote in favour of the Acquisition and all of the Resolutions, as they intend
to do in respect of their own beneficial holdings of, in aggregate, 874,879
IFG Ordinary Shares, which represent, in aggregate, approximately 0.83 per
cent. of the existing issued share capital of IFG as at 22 March 2019 (being
the last practicable date prior to the release of this Announcement).
4 Irrevocable Commitments
4.1 Bidco has received irrevocable undertakings from each of the IFG
Directors to vote in favour of the Scheme at the Scheme Meeting and each of
the EGM Resolutions to be proposed at the Extraordinary General Meeting in
respect of their own beneficial holdings of, in aggregate, 874,879 IFG
Ordinary Shares, which represent, in aggregate, approximately 0.83 per cent.
of the issued share capital of IFG as at 22 March 2019 (being the last
practicable date prior to the release of this Announcement).
4.2 In addition, Bidco has received an irrevocable undertaking to vote in
favour of the Scheme at the Scheme Meeting and each of the EGM Resolutions
(MORE TO FOLLOW) Dow Jones Newswires
March 25, 2019 03:01 ET (07:01 GMT)
DJ IFG Group plc: Recommended Cash Offer -4-
to be proposed at the Extraordinary General Meeting from the following IFG
Shareholder:
Holder (as at Number of IFG % of IFG Issued
22 March 2019) Ordinary Shares Ordinary Shares in
Issue (Excl.
Treasury Shares)
Crownway Capital ULC (a 10,166,816 9.65
company owned and
controlled by John
Gallagher and his
Connected Persons)
4.3 Therefore, in aggregate with the irrevocable undertakings received from
the IFG Directors, Bidco has received irrevocable undertakings and other
commitments of 11,041,695 IFG Ordinary Shares that represent approximately
10.48 per cent. of the issued share capital of IFG on 22 March 2019 (being
the last practicable date prior to the release of this Announcement).
4.4 The irrevocable undertakings received from each of the IFG Directors
will cease to have effect on the earlier to occur of (i) this Announcement
not being released on 25 March 2019 or such later date as Bidco and IFG may
agree; or (ii) the Transaction Agreement being terminated in accordance with
its terms;
4.5 The irrevocable undertaking received from Crownway Capital ULC will
cease to have effect on the earlier to occur of (i) this Announcement not
being released on or by 25 March 2019; or (ii) any third party announcing a
firm intention to make a general offer to acquire the entire issued and to
be issued share capital of IFG (not already owned by such third party) with
a value per share in cash (or equivalent to cash) of GBP2.12 or more; or (iii)
the Transaction Agreement being terminated in accordance with its terms.
5 IFG Background to and Reasons for Recommending the Acquisition
5.1 In recommending the Acquisition, the Directors, who have been advised by
Evercore and Goodbody, have considered, inter alia, the following factors
set out below.
Recent Period
5.2 During the past 5 years, IFG has evolved from being a diversified Irish
and UK financial services business to a more focused group, comprising two
largely self-reliant businesses (James Hay and Saunderson House). The IFG
Directors believe that both James Hay and Saunderson House are well
positioned standalone businesses and operate in attractive markets.
5.3 Whilst the IFG Group recorded good growth in adjusted operating profits
in 2018, it has faced a number of challenges and change during the last
twelve months including significant legacy matters, a cancelled sales
process for Saunderson House and a change of IFG Group leadership.
5.4 The legacy matters to which the IFG Group is exposed include the
potential sanction charge relating to Elysian Fuels, where the maximum
charge would be approximately GBP20 million plus interest, as well as other
issues such as the dual trustee SIPP/SSAS book, where the Group has
announced today a GBP4.9 million provision. Resolution of these items has also
added further exceptional costs.
5.5 In December 2018, in order to provide greater clarity to investors on
the outlook and strategy for the IFG Group and its subsidiaries, IFG
released a strategy and trading update announcement. IFG outlined its focus
on developing two attractively positioned and self-reliant businesses while
at the same time delivering operational and cost efficiencies within the
group function. Both businesses put in place comprehensive business plans,
with clear growth targets, and IFG stated that it would continue to focus on
the resolution of legacy matters within James Hay as a priority.
5.6 As announced in the preliminary results, for the year ended 31 December
2018, the IFG Group reported revenue of GBP87.6 million (2017: GBP78.4 million),
adjusted operating profit of GBP12.4 million (2017: GBP10.5 million), profit
before tax of GBP0.5 million (2017: GBP(0.4) million) and a post tax loss of
GBP1.0 million (2017: post tax loss of GBP0.4 million).
Outlook
5.7 The IFG Directors considered the current trading and outlook for IFG as
outlined in the preliminary results for the year ended 31 December 2018 and
the growth targets set out in the strategy and trading Update in December
2018.
5.8 The IFG Directors remain confident that the Group's existing strategy
would deliver future value for IFG Shareholders. However, they also believe
that the terms of the Acquisition acknowledge the quality of IFG's business
and the strength of its future prospects and that the Consideration
represents an attractive opportunity for shareholders to realise an
immediate and attractive cash value, at a significant premium, for their
shareholding in IFG today.
5.9 In addition, while the IFG Directors believe IFG is well positioned
going forward, the Directors are mindful of potential industry challenges
including an evolving regulatory environment, the requirement for ongoing
investment in technology and infrastructure and the need for further
economies of scale to improve profit margins.
The Consideration
5.10 The Acquisition values the entire issued and to be issued ordinary
share capital of IFG at approximately GBP206 million. The Acquisition
represents:
5.10.1 a premium of approximately 46 per cent. to IFG's closing share price
of GBP1.325 on 22 March 2019 (being the last practicable date prior to the
publication of this Announcement);
5.10.2 a premium of approximately 44 per cent. to IFG's volume weighted
average share price of approximately GBP1.34 over the one month period ended
on 22 March 2019;
5.10.3 a premium of approximately 42 per cent. to IFG's volume weighted
average share price of approximately GBP1.36 over the three month period ended
on 22 March 2019; and
5.10.4 a multiple of approximately 21.4 times IFG's adjusted after tax
earnings for the year ended 31 December 2018.
Alternative options
5.11 The IFG Directors, in conjunction with IFG's financial advisers,
Evercore and Goodbody, conducted a comprehensive review of the options
available to IFG. The review considered, amongst other options, a Demerger
of IFG and the sale of James Hay and / or Saunderson House. Taking into
account the options available to IFG, the feasibility and execution risks
arising and the time-frame to achieve such alternative options (including
the prolonged time-frame for a Demerger), the IFG Directors have concluded
that the terms of the Acquisition are in the best interests of IFG
Shareholders.
Additional factors
5.12 Additional factors that have also been taken into consideration by the
IFG Directors include:
5.12.1 they believe that the Acquisition provides liquidity at a fair and
reasonable price for IFG Shareholders;
5.12.2 they believe the Acquisition provides value certainty for
shareholders at a significant premium and removes the uncertainty for
shareholders arising from James Hay's legacy matters, including Elysian
Fuels and its dual trustee SIPP / SSAS book, which may otherwise take
significant time to resolve;
5.12.3 they believe that due to the uncertainty arising from James Hay's
legacy matters, it would be unlikely that the Board would recommence
dividend payments until such uncertainty has been resolved and IFG has
sufficient capital resources and cash in place, taking account of such
legacy matters;
5.12.4 they have considered IFG's current and projected capital position and
believe that the Acquisition provides IFG, James Hay and Saunderson House
with increased access to capital to support growth; and
5.12.5 they believe the Acquisition provides James Hay and Saunderson House
with enhanced financial and operational flexibility as the businesses seek
to execute their respective strategies.
Summary
5.13 The foregoing summary of the factors considered by the IFG Board is not
intended to be exhaustive but does set forth the principal factors
considered by the IFG Board. The IFG Board collectively reached the
unanimous conclusion to recommend the Acquisition in the light of the
various factors described above. In view of the wide variety of factors
considered by the IFG Board in connection with its evaluation of the
Acquisition and the complexity of these matters, the IFG Board did not
consider it practical and did not attempt to quantify, rank or otherwise
assign relative weights to the specific factors it considered in reaching
its decision. Rather, the IFG Board makes its recommendation based on the
totality of information presented to, and the investigation conducted by, it
with the assistance of its advisers.
6 Epiris LLP's Background to and Rationale for the Acquisition
6.1 Epiris has actively tracked the UK wealth management sector and believes
that IFG represents an exciting opportunity to invest in well-established
businesses positioned in attractive markets, with strong underlying
cashflow. Epiris has successfully transformed a number of businesses and
believes that under private ownership and supported by Epiris' expertise in
the sector, James Hay and Saunderson House will be better able to capitalise
on potential opportunities within their core markets.
7 Information on Epiris and Bidco
7.1 Epiris is one of the longest-established private equity firms in the UK.
(MORE TO FOLLOW) Dow Jones Newswires
March 25, 2019 03:01 ET (07:01 GMT)
DJ IFG Group plc: Recommended Cash Offer -5-
Formerly known as Electra Partners, Epiris managed the FTSE 250-listed
investment trust Electra Private Equity PLC until 2017, and in 2018 Epiris
announced the final close of Epiris Fund II, an institutional private equity
fund that attracted capital commitments totalling GBP821 million from some of
the world's leading investors.
7.2 Epiris invests in UK-headquartered businesses with an enterprise value
of between GBP75 million and GBP500 million. It has a strong track record of
transforming businesses in partnership with exceptional management teams.
Its approach is to focus on strategic clarity, operational excellence,
growth acceleration and M&A.
7.3 Bidco is a wholly-owned indirect subsidiary of the Epiris Funds. Bidco
is Jersey incorporated, has been incorporated solely for the purposes of
effecting the Acquisition and has only entered into certain agreements in
connection with the Acquisition, details of which are contained in
paragraphs 4, 11 and 13 of this Announcement.
8 Information on IFG
8.1 IFG is a financial services holding company with full market listings in
London and Dublin. IFG's businesses provide financial solutions to end
customers and financial advisers. James Hay provides investment platform and
pensions administration services and Saunderson House delivers independent
financial advice.
8.2 As at 31 December 2018, IFG had GBP30.2 billion of assets under advice or
administration across James Hay (GBP25.3 billion of assets under
administration) and Saunderson House (GBP4.9 billion of assets under advice).
In the year ended 31 December 2018, IFG reported an adjusted operating
profit of GBP12.4 million and, on a statutory basis, a post tax loss of GBP1.0
million. IFG generated operating free cash flow of GBP6.6 million and net cash
flow (after interest, retention payments and head office restructuring
costs) of GBP3.1 million for the year ended 31 December 2018.
9 Structure of the Acquisition
9.1 Scheme
9.1.1 It is intended that the Acquisition will be effected by a High
Court-sanctioned scheme of arrangement in accordance with Chapter 1 of Part
9 of the Companies Act 2014. Under the Scheme, all IFG Ordinary Shares held
by IFG Shareholders will be cancelled pursuant to Article 54 of IFG's
Articles of Association and sections 84 to 86 of the Companies Act 2014 in
accordance with the terms of the Scheme. IFG will then issue new IFG
Ordinary Shares to Bidco in place of the IFG Ordinary Shares that were
cancelled pursuant to the Scheme and the Reduction of Capital and Bidco will
pay the Consideration for the Acquisition to the IFG Shareholders.
9.1.2 As a result of these arrangements, IFG will become a wholly-owned
subsidiary of Bidco.
9.2 Application to the High Court to sanction the Scheme
9.2.1 Once the approvals of the IFG Shareholders have been obtained at the
Scheme Meeting and the Extraordinary General Meeting, and the other
Conditions have been satisfied or (where applicable) waived, the Scheme must
be sanctioned by the High Court at the Court Hearing.
9.2.2 The Scheme will become Effective in accordance with its terms on
delivery to the Registrar of Companies of the Court Order together with the
minute required by Section 86 of the Act confirming the Reduction of Capital
to take place in connection with the Acquisition and the Reduction of
Capital becomes effective upon the registration of the Court Order and
minute by the Registrar of Companies. Upon the Scheme becoming Effective, it
will be binding on all IFG Shareholders, irrespective of whether or not they
attended or voted at the Scheme Meeting or Extraordinary General Meeting, or
whether they voted in favour of or against the Scheme.
9.3 Full details of the Scheme to be set out in the Scheme Document
9.3.1 The Scheme will be governed by the laws of Ireland. The Scheme will be
subject to the applicable requirements of the Takeover Rules and, where
relevant, the Act.
9.3.2 The Scheme is subject to the satisfaction (or, where applicable,
waiver) of the Conditions and the full terms and conditions to be set out in
the Scheme Document. Further details of the Scheme will be set out in the
Scheme Document, including the expected timetable and the action to be taken
by IFG Shareholders.
9.4 Conditions to the Acquisition
The Acquisition shall be subject to the Conditions and further terms set out
in full in Appendix C to this Announcement and to be set out in the Scheme
Document.
9.5 Scheme timetable/further information
9.5.1 A full anticipated timetable will be set out in the Scheme Document.
9.5.2 At this stage, subject to the approval of the High Court and obtaining
the necessary regulatory and other necessary approvals, Bidco expects the
implementation of the Acquisition to occur in the second half of 2019.
10 Effect of the Scheme on IFG Group Share Schemes
In accordance with Rule 15 of the Takeover Rules, Bidco will make
appropriate proposals to participants in IFG Share Plans in relation to the
IFG Options. Participants will be contacted separately, at the time of
publication of the Scheme Document, regarding the effect of the Acquisition
on the IFG Options under the IFG Share Plans and the relevant details will
be summarised in the Scheme Document.
11 Financing of the Acquisition
11.1 Bidco is providing the cash consideration payable under the Acquisition
through a combination of equity financing drawn from the Epiris Funds as
well as debt to be provided under a Facility B loan entered into with Ares
Management Limited (as underwriter and mandated lead arranger), further
details of which will be set out in the Scheme Document.
11.2 Bidco, Topco and the Epiris Funds (amongst others) entered into an
Equity Subscription Agreement on 24 March 2019, pursuant to which, among
other things, the Epiris Funds have agreed to provide equity financing to
Topco, which will in turn be paid to Bidco, in order that Bidco can use the
funds to finance part of the cash consideration payable under the
Acquisition (with the remainder to be provided by the debt financing).
11.3 Houlihan Lokey, the financial adviser to Epiris and Bidco, is satisfied
that sufficient resources are available to Bidco to satisfy in full the
Consideration payable under the terms of the Acquisition.
12 Management and Employees
12.1 Bidco greatly values the skills, knowledge and expertise of IFG's
existing management and employees. Bidco expects the existing personnel of
IFG to continue to contribute to the business following completion of the
Acquisition, and does not intend to initiate any material headcount
reductions within the current IFG organisation as a result of the
Acquisition.
12.2 Bidco confirms that, following the Scheme becoming effective, the
existing contractual and statutory employment rights, including in relation
to pensions, of all IFG management and employees will be fully safeguarded
in accordance with applicable law. Bidco does not intend to make any
material change to the conditions of employment of the employees of IFG.
12.3 Bidco has not entered into, and has not had discussion on proposals to
enter into, any form of incentivisation arrangements with members of IFG's
management. It is the intention to put in place appropriate arrangements for
management of IFG following completion of the Acquisition.
12.4 The current non-executive directors of IFG will resign from IFG on or
after the Effective Date.
13 Acquisition Related Arrangements
13.1 Transaction Agreement
13.1.1 Epiris GP, Bidco and IFG have entered into the Transaction Agreement
which contains, amongst other things, certain obligations and commitments in
relation to the implementation of the Acquisition and provisions in
relations to the conduct of IFG's business up to the Effective Date. A
summary of the principal terms of the Transaction Agreement will be set out
in the Scheme Document.
13.1.2 The Transaction Agreement provides that where the IFG Board
determines that an IFG Alternative Proposal that constitutes an IFG Superior
Proposal has been received, IFG shall provide Bidco with an opportunity, for
a period of three (3) Business Days following the time of delivery to Bidco
of the Superior Proposal Notice to discuss in good faith the terms and
conditions of the Transaction Agreement and the Transactions, including an
increase in, or modification of, the Consideration, and such other terms and
conditions such that the relevant IFG Alternative Proposal no longer
constitutes an IFG Superior Proposal.
13.2 Expenses Reimbursement Agreement
IFG has entered into an expenses reimbursement agreement, dated 24 March
2019, with Bidco and Epiris GP, the terms of which have been approved by the
Panel. Under the Expenses Reimbursement Agreement, IFG has agreed to pay an
amount equal to all documented, specific quantifiable third party costs and
expenses incurred by Bidco, Epiris or any member of the Epiris Group, or on
its behalf, for the purposes of, in preparation for, or in connection with
the Acquisition, exploratory work carried out in contemplation of and in
connection with the Acquisition, legal, financial, accounting and commercial
due diligence, arranging financing and engaging advisers to assist in the
(MORE TO FOLLOW) Dow Jones Newswires
March 25, 2019 03:01 ET (07:01 GMT)
DJ IFG Group plc: Recommended Cash Offer -6-
process ("Epiris Reimbursement Payments") provided that the gross amount
payable to Bidco shall not, in any event, exceed GBP2,000,000 (the "Cap"). The
amount payable by IFG to Bidco under such provisions of the Expenses
Reimbursement Agreement will exclude any amount in respect of VAT incurred
by Bidco attributable to such third party costs to the extent that it is
recoverable by Bidco.
The circumstances in which such payment will be made are:
13.2.1 the Transaction Agreement is terminated:
13.2.1.1 by Bidco for the reason that the IFG Board or any committee
thereof:
(i) withdraws (or modifies in any manner adverse to Bidco), or fails to make
when required pursuant to the Transaction Agreement, or proposes publicly to
withdraw (or modify in any manner adverse to Bidco), the Scheme
Recommendation or, if applicable, the recommendation to the holders of IFG
Shares from the IFG Board to accept the Takeover Offer; or
(ii) approves, recommends or declares advisable or proposes publicly to
approve, recommend or declare advisable, any IFG Alternative Proposal (it
being understood, for the avoidance of doubt, that the provision by IFG to
Bidco of notice or information in connection with an IFG Alternative
Proposal or IFG Superior Proposal as required or expressly permitted by the
Transaction Agreement shall not, in and of itself, satisfy this paragraph
13.2.1.1(ii)); or
(iii) otherwise takes any action or discloses a position that is deemed to
be a "IFG Change of Recommendation" under Clause 5.2(d) of the Transaction
Agreement; or
13.2.1.2 by IFG, at any time prior to obtaining the IFG Shareholder
Approval, in order to enter into any agreement, understanding or arrangement
providing for an IFG Superior Proposal; or
13.2.2 all of the following occur:
13.2.2.1 prior to the Scheme Meeting, an IFG Alternative Proposal is
formally publicly disclosed by IFG or any person shall have formally
publicly announced an intention (whether or not conditional) to make an IFG
Alternative Proposal and, in each case, such disclosure or announcement is
not publicly and irrevocably withdrawn without qualification at least three
Business Days before the date of the Scheme Meeting; and
13.2.2.2 the Transaction Agreement is terminated by Bidco for the reason
that IFG shall have breached or failed to perform in any material respect
any of its representations, warranties, covenants or other agreements
contained in the Transaction Agreement, which material breach or failure to
perform:
(i) would result in a failure of any of the Conditions; and
(ii) if curable, is not cured within 30 days following Bidco's delivery of
written notice to IFG of such breach or failure to perform; and
13.2.2.3 an IFG Alternative Proposal is consummated, or a definitive
agreement providing for an IFG Alternative Proposal is entered into within
12 months after such termination and such IFG Alternative Proposal is
consummated pursuant to that definitive agreement (in each case, regardless
of whether such IFG Alternative Proposal is the same IFG Alternative
Proposal referred to in paragraph 13.2.2.1 above, but, if such IFG
Alternative Proposal is not the same IFG Alternative Proposal referred to in
paragraph 13.2.2.1, then a Demerger shall not be regarded as an IFG
Alternative Proposal for this purpose; or
13.2.3 all of the following occur:
13.2.3.1 prior to the Scheme Meeting, an IFG Alternative Proposal is
formally publicly disclosed by IFG or any person shall have formally
publicly announced an intention (whether or not conditional) to make an IFG
Alternative Proposal and, in each case, such disclosure or announcement is
not publicly and irrevocably withdrawn without qualification at least three
Business Days before the date of the Scheme Meeting;
13.2.3.2 the Transaction Agreement is terminated by either IFG or Bidco for
the reason that the Scheme Meeting or the EGM shall have been completed and
the Scheme Meeting Resolution or the EGM Resolutions, as applicable, shall
not have been approved by the requisite majority of votes; and
13.2.3.3 an IFG Alternative Proposal referred to in paragraph 13.2.3.1 is
consummated, or a definitive agreement providing for an IFG Alternative
Proposal is entered into with the person referred to in paragraph 13.2.3.1
within twelve months after such termination and such IFG Alternative
Proposal is consummated pursuant to that definitive agreement.
If and to the extent that any relevant Tax Authority determines that the
Epiris Reimbursement Payment is consideration for a Taxable supply and that
IFG is liable to account to a Tax Authority for VAT in respect of such
supply and that all or any part of such VAT is Irrecoverable VAT, then (a)
the amount payable by IFG by way of the Epiris Reimbursement Payment,
together with any Irrecoverable VAT arising in respect of the supply for
which the payment is consideration, shall not exceed the Cap; and (b) to the
extent that IFG has already paid an amount in respect of the Epiris
Reimbursement Payment which exceeds the amount described in (a) above, Bidco
shall repay to IFG the portion of the Irrecoverable VAT in excess of the
Cap. If Bidco makes any such repayments to IFG, and after making such a
repayment, IFG becomes entitled to recover all, or any part, of the related
VAT from the relevant Tax Authority, IFG shall notify Bidco without delay
and, as soon as practicable, repay to Bidco the lesser of: (a) the amount
recoverable from the Tax Authority; and (b) the sum paid by Bidco to IFG.
Evercore and Goodbody, financial advisers to IFG, along with the directors
of IFG, have each confirmed in writing to the Panel that in their respective
opinions in the context of the Note to Rule 21.2 of the Takeover Rules and
the Acquisition, the Expenses Reimbursement Agreement is in the best
interests of IFG Shareholders.
14 Delisting and Cancellation of Trading of IFG Ordinary Shares
14.1 An application will be made to the London Stock Exchange and Euronext
prior to the Effective Date to cancel the admission of the IFG Ordinary
Shares to trading on the Main Market of the London Stock Exchange and
Euronext respectively, and to the FCA to cancel the listing of IFG Ordinary
Shares on the FCA's Official List, with effect from shortly after the
Effective Date, subject to and following the Scheme becoming effective.
14.2 It is intended that dealing in IFG Ordinary Shares on the London Stock
Exchange and Euronext will be suspended on or around the Effective Date.
14.3 As soon as reasonably practicable after the Effective Date, it is
intended that IFG will be re-registered as a private company limited by
shares.
15 Interests and Short Positions in IFG
15.1 As at the close of business on 22 March 2019 (being the last
practicable date prior to the release of this Announcement), none of Epiris,
Bidco or, so far as Bidco is aware, any person Acting in Concert with Bidco:
15.1.1 had an interest in Relevant Securities of IFG;
15.1.2 had any short position in any class of Relevant Securities of IFG;
15.1.3 had received an irrevocable commitment or letter of intent to accept
the terms of the Acquisition in respect of Relevant Securities of IFG other
than as described in this Announcement; or
15.1.4 had borrowed or lent any IFG Ordinary Shares.
15.2 Furthermore, no arrangement to which Rule 8.7 of the Takeover Rules
applies exists between Epiris, Bidco or IFG or a person Acting in Concert
with Epiris, Bidco or IFG in relation to Relevant Securities of IFG. For
these purposes, an "arrangement to which Rule 8.7 of the Takeover Rules
applies" includes any indemnity or option arrangement, and any agreement or
understanding, formal or informal, of whatever nature, between two or more
persons relating to Relevant Securities of IFG which is or may be an
inducement to one or more of such persons to deal or refrain from dealing in
such securities.
15.3 In the interests of confidentiality, Epiris and Bidco have made only
limited enquiries in respect of certain parties who may be deemed by the
Panel to be Acting in Concert with them for the purposes of the Acquisition.
Further enquiries will be made to the extent necessary as soon as
practicable following the date of this Announcement and any disclosure in
respect of such parties will be included in the Scheme Document.
16 Rule 2.10 Disclosure
16.1 In accordance with Rule 2.10 of the Takeover Rules, IFG confirms that
as at the close of business on 22 March 2019, being the last practicable
date before this Announcement, it had 105,405,665 IFG Ordinary Shares in
issue with voting rights, with no IFG Ordinary Shares held in Treasury. The
ISIN for the IFG Ordinary Shares is IE0002325243.
16.2 At that date there were outstanding IFG Options to subscribe for
3,224,772 IFG Ordinary Shares which have been granted by IFG.
17 General
17.1 The Acquisition and the Scheme will be made subject to the Conditions
and the further terms and conditions to be set out in the Scheme Document.
The Scheme Document will include full details of the Acquisition and will be
accompanied by the appropriate forms of proxy and forms of direction.
(MORE TO FOLLOW) Dow Jones Newswires
March 25, 2019 03:01 ET (07:01 GMT)
17.2 Evercore, Goodbody, Macquarie and Houlihan Lokey have each given and
not withdrawn their consent to the publication of this Announcement with the
inclusion herein of the references to their names in the form and context in
which they appear.
17.3 The Scheme Document and the forms of proxy and forms of direction will
be despatched to IFG Shareholders as soon as practicable and, in any event,
(save with the consent of the Panel) within 28 days of this Announcement.
The Scheme Document will include full details of the Acquisition, together
with the expected timetable, and will specify the necessary action to be
taken by IFG Shareholders in order to vote in favour of the Scheme at the
Scheme Meeting and the EGM.
17.4 The Acquisition will be governed by the laws of Ireland and will be
subject to the requirements of the Takeover Rules and applicable Law. This
Announcement is being made pursuant to Rule 2.5 of the Takeover Rules.
17.5 Appendix A to this Announcement contains further details of the sources
of information and bases of calculations set out in this Announcement;
Appendix B to this Announcement contains definitions of certain expressions
used in this Announcement; Appendix C to this Announcement contains the
Conditions of the Acquisition and the Scheme.
Enquiries:
Houlihan Lokey (Financial Adviser to Epiris)
Lawrence Guthrie / Christian +44 20 7907 4200
Kent / Yashin Mody / Sam Ward
Greenbrook (media enquiries for Epiris)
Matthew Goodman / Katarina +44 20 7952 2000
Sallerfors / Daniel Oliver
IFG
Kathryn Purves / Gavin Howard +44 20 3887 6181
Evercore (Joint Lead Financial Adviser and Rule 3 Adviser to
IFG)
Ollie Clayton / Nick Chapman / +44 20 7653 6000
Demetris Efthymiou
Goodbody (Joint Lead Financial Adviser, Rule 3 Adviser and
Corporate Broker to IFG)
Stephen Kane / Charlotte +353 (0)1 667 0400 +44 203 841
Craigie 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 Takeover Rules
The Epiris Responsible Persons and the Bidco Directors accept responsibility
for the information contained in this Announcement other than that relating
to IFG, the IFG Group and the IFG 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, in each case, have taken all reasonable care to ensure that
such is the case), the information contained in this Announcement 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 IFG Directors accept responsibility for the information contained in
this Announcement relating to IFG, the IFG Group and the IFG Directors and
members of their immediate families, related trusts and persons connected
with them. 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 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 Announcement 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 Announcement 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 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
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 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 does not constitute a prospectus or a prospectus
equivalent 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.
Cautionary Statement Regarding Forward-Looking Statements
This Announcement contains certain forward-looking statements with respect
to Epiris, Bidco and IFG. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "believe", "will", "may", "would",
"could" or "should" or other words of similar meaning or the negative
thereof. Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, economic
performance, financial conditions, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of the operations of the Epiris Group or the IFG Group; and (iii) the
effects of government regulation on the business of the Bidco and the Epiris
Group or the IFG Group
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of any such person, or industry results, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. These forward-looking
(MORE TO FOLLOW) Dow Jones Newswires
March 25, 2019 03:01 ET (07:01 GMT)
