DJ IFG Group plc: Publication and Posting of Scheme Document
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IFG Group plc (IFP)
IFG Group plc: Publication and Posting of Scheme Document
09-Apr-2019 / 10:03 GMT/BST
Dissemination of a Regulatory Announcement, 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
9 April 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
Publication and Posting of Scheme Document
On 25 March 2019, Epiris GP Limited ("Epiris GP"), as General Partner of the
Epiris Funds advised by Epiris LLP ("Epiris"), and IFG Group plc ("IFG")
announced that they 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 (the "Acquisition"). 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 (the "Scheme").
IFG announces that it is today publishing a circular relating to the Scheme
(the "Scheme Document") which will shortly be posted to shareholders of IFG
("IFG Shareholders") together with the associated Forms of Proxy.
Under the terms of the Acquisition, IFG Shareholders will be entitled to
receive:
for each IFG Share GBP1.93 in cash
The Acquisition values the entire issued and to be issued ordinary share
capital of IFG at approximately GBP 206 million.
The Acquisition represents:
· a premium of approximately 46 per cent. to IFG's London Closing Price of
GBP1.325 on 22 March 2019 (being the last practicable date prior to the
Announcement);
· a premium of approximately 47 per cent. to IFG's Dublin Closing Price of
EUR1.54 on 22 March 2019 (being the last practicable date prior to the
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.
The Scheme requires approval by IFG Shareholders at the Scheme Meeting to be
held at The Marker Hotel, Grand Canal Square, Dublin 2, Ireland on 9 May,
2019, commencing at 1.30 p.m. (Irish time). In addition to approval at the
Scheme Meeting, implementation of the Scheme requires various approvals by
IFG Shareholders at an EGM to be held at the same location commencing at
1.45 p.m. (Irish time) on 9 May, 2019 or, if later, immediately after the
conclusion or adjournment of the Scheme Meeting. Once effective, the Scheme
will be binding on all IFG Shareholders, including those who did not vote,
or who voted against it, at the Meetings.
The expected timetable of principal events is attached as an Appendix to
this announcement.
IFG Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.
Capitalised terms used, but not defined, in this announcement have the same
meaning as in the Scheme Document.
It is proposed that, under the Scheme, the Cancellation Shares will be
cancelled pursuant to Sections 84 to 86 of the Act and all Transfer Shares
will be transferred to Bidco. New IFG Shares will be issued to Bidco (and/or
its nominee(s)) by the capitalisation of the reserve arising from the
cancellation of the Cancellation Shares. As a result of these arrangements,
IFG will become a wholly-owned Subsidiary of Bidco. IFG Shareholders whose
shares are subject to the Scheme will receive the Consideration (without
interest and less any applicable withholding taxes). IFG Shares issued after
the Scheme Record Time will not be subject to the Scheme. Accordingly, it is
proposed that the IFG Articles of Association be amended so that any IFG
Shares issued after the Scheme Record Time (other than to Bidco and / or its
nominees) will be immediately and automatically transferred to Bidco on the
same terms as under the Scheme.
Enquiries
If you have any questions about the Scheme Document, the Scheme Meeting, the
EGM or how to complete the Forms of Proxy or to submit your proxies
electronically, please call Computershare on +353 1 246 0080 (if calling
from outside the UK). Lines are open from 9.00 a.m. and 5.00 p.m. Monday to
Friday. Please note that calls may be monitored or recorded and
Computershare cannot provide legal, tax or financial advice or advice on the
merits of the Acquisition or the Scheme.
For further information please contact:
Houlihan Lokey (Financial Adviser to Epiris)
Lawrence Guthrie / Christian Kent / +44 20 7907 4200
Yashin Mody / Sam Ward
Greenbrook (media enquiries for Epiris)
Matthew Goodman / Katarina Sallerfors +44 20 7952 2000
/ 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 Craigie +353 (0)1 667 0400
+44 20 3 841 6220
Macquarie Capital (Europe) Limited
(Financial Adviser and Corporate
Broker to IFG)
Jonny Allison / Alex Reynolds +44 20 3037 2000
Powerscourt (media enquiries for IFG)
Justin Griffiths / Jack Hickey + 44 20 7250 1446
+353 1536 0683
Statements required by the 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 t and will not be responsible
to anyone other than IFG for providing the protections afforded to clients
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DJ IFG Group plc: Publication and Posting of Scheme -2-
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 not intended to, and does not, constitute or form any
part of any offer or invitation, or the solicitation of an offer, to
purchase or otherwise acquire or subscribe for any securities pursuant to
the Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities, in any jurisdiction in contravention of applicable
Law. This announcement does not constitute a prospectus or a prospectus
equivalent announcement.
This announcement does not constitute a prospectus or a prospectus
equivalent announcement.
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.
Overseas Jurisdictions
The distribution, release or publication of this announcement in or into
jurisdictions other than Ireland or the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than Ireland or the United Kingdom should inform
themselves about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation of the
securities laws of such jurisdiction. This announcement is not intended to
and does not constitute, or form part of, any offer to sell or issue or an
invitation to purchase or subscribe for any securities or a solicitation of
an offer to buy any securities pursuant to this document or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This
announcement has been prepared for the purposes of complying with Irish Law
and the Takeover Rules and the information disclosed may not be the same as
that which would have been disclosed if this document had been prepared in
accordance with the Laws and regulations of any jurisdiction outside of
Ireland. To the fullest extent permitted by applicable Law, IFG and Bidco
disclaim any responsibility or liability for the violations of any such
restrictions by any Person.
The attention of IFG Shareholders, who are resident in, or citizens of, or
who have a contractual or legal obligation to forward this document to
Persons in Restricted Jurisdictions, is drawn to paragraph 14 in Part 3 of
the Scheme Document.
Right to Switch to Takeover Offer
Bidco reserves the right, subject to the consent of the Panel, to elect to
implement the Acquisition by way of a Takeover Offer. In such event, such
offer will be implemented on terms and conditions that are at least as
favourable to IFG Shareholders (except for an acceptance condition set at 90
per cent of the shares to which such offer relates or such lesser percentage
being more than 50 per cent, as Bidco may, with the consent of the Panel (if
required), decide) as those which would apply in relation to the Scheme.
Publication of this announcement
IFG will also make a copy of this announcement and the documents required to
be published pursuant to the Takeover Rules by IFG available on its website
(www.ifggroup.com [1]) free of charge, subject to certain restrictions
relating to Persons in Restricted Jurisdictions by no later than midday
(Irish time) on 10 April 2019. A copy of this announcement and the documents
required to be published pursuant to the Takeover Rules by Bidco will be
made available by Bidco on Epiris' website (www.epiris.co.uk) free of
charge, subject to certain restrictions relating to persons in Restricted
Jurisdictions, by no later than midday (Irish time) on 10 April 2019.
Pursuant to Rule 30.2(b) 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).
Unless expressly provided otherwise, information contained on, or accessible
through, any website referred to in this announcement is not a part of, and
is not incorporated into, this announcement, and any reference to a website
in this announcement is an inactive textual reference only.
No Profit Forecasts, Estimates, or Asset Valuation
No statement in this announcement is intended to constitute a profit
forecast or estimate for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will necessarily be
greater or lesser than those for the relevant preceding financial periods
for Epiris, Bidco or IFG as appropriate. No statement in this announcement
constitutes an asset valuation.
Rule 8 Dealing Disclosure Requirements
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 p.m. (Irish time) on the "business day" following the
date of the relevant transaction. This requirement will continue until 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.
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.
(Irish 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 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 above are defined in the Takeover Rules, which can
also be found on the Irish Takeover Panel's website
www.irishtakeoverpanel.ie.
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.
Cautionary Statement Regarding Forward-Looking Statements
This announcement contains forward-looking statements. All statements other
than historical facts are forward-looking statements, including statements
regarding anticipated future results, or other non-historical facts. They
may be identified by the words "will," "may," "could," "would," "to be,"
"might," "believe," "anticipate," "expect," "plan," "estimate," "forecast,"
"future," "positioned," "potential," "intend," "continue," "remain,"
"scheduled," "outlook," "set to," "subject to," "upcoming," "target" or
similar expressions. These statements are based on current views,
expectations, estimates and assumptions and are subject to risks and
uncertainties that could cause actual results to differ materially from
those expressed in the forward-looking statements. If one or more of these
risks or uncertainties materialise, or if underlying views, expectations,
estimates or assumptions prove to be incorrect, actual results may differ
materially from those contemplated by a forward-looking statement.
Factors that could cause or contribute to such differences include, but are
not limited to: uncertainties as to the timing of the Acquisition;
uncertainties as to whether Bidco will be able to consummate the
Acquisition; uncertainties as to whether IFG Shareholders will provide the
requisite approvals for the Acquisition on a timely basis, or at all; the
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possibility that competing offers will be made; the possibility that certain
conditions to the consummation of the Acquisition will not be satisfied,
including obtaining the requisite approvals of the Scheme; the possibility
that IFG Shareholders will file lawsuits challenging the Acquisition,
including actions seeking to rescind the Scheme or enjoin the consummation
of the Acquisition; the ability to meet expectations regarding the
accounting and tax treatments of the Acquisition; changes in relevant tax
and other Laws or regulations; the integration of IFG being more difficult,
time-consuming or costly than expected; the diversion of IFG, Bidco
management time and attention to issues relating to the Acquisition and
integration; operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining relationships
with employees, customers, clients or suppliers) being greater than expected
following the Acquisition; the difficulty retaining certain key employees of
IFG or Bidco following the Acquisition; the scope, timing and outcome of any
ongoing legal proceedings involving IFG or Bidco and the impact of any such
proceedings on its financial condition, results of operations or cash flows;
the possibility that costs, fees, expenses or charges IFG or Bidco incur in
connection with the Acquisition are greater than expected; the possibility
that the Scheme may be terminated in circumstances that require IFG to
reimburse certain expenses of Bidco; the ability of IFG or Bidco to protect
intellectual property and preserve intellectual property rights; and changes
in the economic and financial conditions of the businesses of IFG.
In addition, actual future results and other future circumstances of IFG are
subject to other risks and uncertainties that relate more broadly to IFG's
business, including its future results of operations and financial position;
ability to continue as a going concern; its ability to execute its business
strategy, including obtaining successful pivotal study results, developing
its pipeline of product candidates, completing facilities upgrades,
manufacturing its own product candidates, meeting conditions for the receipt
of government grants, making timely regulatory submissions, and qualifying
for conditional licensure or obtaining product approvals; and those risks
and uncertainties discussed in IFG's most recent Annual Report.
There may be additional risks that IFG and Bidco do not presently know or
currently believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date on which they are made.
IFG and Bidco expressly disclaim any obligation to update or revise any
forward-looking statement, except as required by Law.
Rounding
Certain figures included in this announcement have been subjected to
rounding adjustments. Any 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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on IFG and Bidco's current
expected dates for the implementation of the Scheme and is subject to
change.
Event Time and/or date
Publication of this Scheme Document 09. Apr 19
Latest time for receipt of Form of
Proxy for the:
Scheme Meeting (BLUE Form of Proxy) 1.30 p.m. on 7 May 2019
Latest time for receipt of Form of
Proxy for the:
EGM (YELLOW Form of Proxy) 1.45 p.m. on 7 May 2019
Voting Record Time 6 p.m. on 7 May 2019
Scheme Meeting 1.30 p.m. on 9 May 2019
EGM 1.45 p.m. on 9 May 2019
The dates below are indicative only, are subject to change and will depend,
amongst other things on the date on which regulatory (and other) Conditions
to the Scheme are satisfied or, if capable of waiver, waived and the date on
which the High Court sanctions the Scheme and confirms the associated
reduction of capital. IFG will give adequate notice of all of these dates,
when known, by issuing an announcement through a Regulatory Information
Service. Further updates or changes to other times or dates indicated below
shall, at IFG's discretion, be notified in the same way.
Scheme Court Hearing As soon as practicable after
the satisfaction of
regulatory clearances which
is expected to be in the
second half of 2019 ("D")
Expected last day of dealings in, D
and for the registration of
transfers of, IFG Shares
Scheme Record Time 11.59 p.m. on D
Effective Date and time of the D+1 Business Day
Scheme
Cancellation of listing of Shares By 8.00 a.m. on D+1 Business
Day
Latest date for dispatch of
cheques and crediting of
CREST accounts for cash within 14 days of the
consideration due under the Scheme Effective Date
End Date 30. Sep 19
All references to times are to Irish time unless otherwise stated.
ISIN: IE0002325243
Category Code: SOA
TIDM: IFP
LEI Code: 213800DDLICUJ14JTY47
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 8142
EQS News ID: 797427
End of Announcement EQS News Service
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(END) Dow Jones Newswires
April 09, 2019 05:04 ET (09:04 GMT)
