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Dow Jones News
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IFG Group plc: Rule 16 Arrangement and dispatch of Rule 15 Letters

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

IFG Group plc (IFP) 
IFG Group plc: Rule 16 Arrangement and dispatch of Rule 15 Letters 
 
25-Apr-2019 / 10:30 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 
 
            April 25, 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 
 
Announcement relating to Rule 16 Arrangement and dispatch of Rule 15 Letters 
 
On March 25, 2019, Epiris GP Limited, 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"). As outlined in that announcement, the 
  Acquisition is to be implemented by means of a scheme of arrangement under 
            Chapter 1 of Part 9 of the Irish Companies Act 2014. 
 
            Rule 16 Arrangement 
 
IFG, Epiris and Bidco announce today that in connection with the Acquisition 
        and the issuance of appropriate offers to holders of IFG convertible 
  securities pursuant to Rule 15 of the Takeover Rules (see further below in 
     relation to Rule 15 proposals), they intend to make an arrangement with 
   certain of those holders, which will constitute an arrangement within the 
            meaning of Rule 16.1 of the Takeover Rules. 
 
   By way of background, for holders of options issued under the IFG Company 
          Share Option Plan (UK) 2010 who are UK tax residents and domiciled 
   individuals, if their o ptions vest and become exercisable in the future, 
  they will cease to be eligible for favourable tax treatment as a result of 
the Acquisition. This is because, as part of the Acquisition, the IFG Shares 
     will be delisted from trading on the London Stock Exchange and Euronext 
   Dublin which will result in one of the conditions of receiving beneficial 
   tax treatment under the relevant tax legislation ceasing to be satisfied. 
 
   As a result, IFG, Epiris and Bidco have determined that, if these options 
  vest and become exercisable in the future, IFG will compensate the holders 
 of such options for any loss of tax-favourable treatment as a result of the 
   Acquisition causing the tax-qualified options to become non-tax qualified 
     options. The maximum cost of this arrangement to IFG is estimated to be 
      GBP35,000 before taking into account any deductions for corporation tax. 
 
    The Panel has confirmed its consent to this arrangement pursuant to Rule 
            16.1 of the Takeover Rules. 
 
            Dispatch of Rule 15 Letters 
 
           IFG, Epiris and Bidco also announce today that in relation to the 
          Acquisition they have jointly dispatched letters to the holders of 
       convertible securities of IFG in accordance with Rule 15 of the Irish 
    Takeover Rules to provide information regarding how the Acquisition will 
     affect such securities (the "Rule 15 Letters"). The Rule 15 Letters are 
          being made available for inspection on www.ifggroup.com [1] and on 
www.epiris.co.uk [2] in accordance with Rule 26 of the Irish Takeover Rules. 
For the avoidance of doubt, the content of such websites is not incorporated 
            into, and does not form part of, this announcement. 
 
Enquiries: 
 
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 
 
                                                +44 203 841 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 Irish Takeover Rules 
 
    The IFG Directors accept responsibility for the information contained in 
  this document other than information relating to Epiris, Bidco, the Epiris 
   Group, the Epiris Responsible Persons, the Bidco Directors and members of 
their immediate families, related trusts and persons connected with them for 
         which the Epiris Responsible Persons and the Bidco Directors accept 
responsibility. To the best of the knowledge and belief of the IFG Directors 
   (who have taken all reasonable care to ensure that such is the case), the 
 information contained in this document 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 Epiris Responsible Persons and the Bidco Directors accept responsibility 
   for the information contained in this document relating to Epiris, Bidco, 
   the Epiris Group, the Epiris Responsible Persons, the Bidco 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 have taken all reasonable care to 
   ensure that such is the case), the information contained in this document 
    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 document 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 document 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 document 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 document 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 document 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 document 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 document 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 document or 

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April 25, 2019 05:31 ET (09:31 GMT)

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