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IFG Group plc: Publication and Posting of Scheme -3-

DJ IFG Group plc: Publication and Posting of Scheme Document

Dow Jones received a payment from EQS/DGAP to publish this press release.

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 

(MORE TO FOLLOW) Dow Jones Newswires

April 09, 2019 05:04 ET (09:04 GMT)

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 

(MORE TO FOLLOW) Dow Jones Newswires

April 09, 2019 05:04 ET (09:04 GMT)

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 
 
 
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=d23ad9dd0a4798bd6599d2c0df3ea5b2&application_id=797427&site_id=vwd_london&application_name=news 
 

(END) Dow Jones Newswires

April 09, 2019 05:04 ET (09:04 GMT)

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