DJ IFG Group plc: Rule 16 Arrangement and dispatch of Rule 15 Letters
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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
(MORE TO FOLLOW) Dow Jones Newswires
April 25, 2019 05:31 ET (09:31 GMT)
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 an equivalent
document.
Rule 8 Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person
is, or becomes, "interested" (directly or indirectly) in 1% or more of any
class of "relevant securities" of IFG, all "dealings" in any "relevant
securities" of IFG (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by not later than 3:30 p.m. (Eastern Time) on the "business day"
following the date of the relevant transaction. This requirement will
continue until the date on which the Offer Period ends. If two or more
persons cooperate on the basis of any agreement, either express or tacit,
either oral or written, to acquire an "interest" in "relevant securities" of
IFG, they will be deemed to be a single person for the purpose of Rule 8.3
of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in
"relevant securities" of IFG by Epiris or Bidco or by any party acting in
concert with any of them, must also be disclosed by no later than 12 p.m.
(Eastern Time) on the "business day" following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, can be found on the Takeover
Panel's website at www.irishtakeoverpanel.ie [3].
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest"
by virtue of the ownership or control of securities, or by virtue of any
option in respect of, or derivative referenced to, securities.
Terms in quotation marks above are defined in the Takeover Rules, which can
be found on the Irish Takeover Panel's website www.irishtakeoverpanel.ie
[3].
If you are in any doubt as to whether you are required to disclose a
"dealing" under Rule 8, please consult the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie [3] or contact the Irish Takeover Panel on
telephone number +353 1 678 9020 or fax number +353 1 678 9289.
General
Certain capitalised words used in this announcement and not herein defined
have the meanings given to such words in the Rule 2.5 Announcement dated
March 25, 2019 issued by IFG and Epiris (the "Rule 2.5 Announcement"). The
bases and sources set out in the Rule 2.5 Announcement have been used in
this announcement, unless otherwise stated or the context otherwise
requires.
A copy of this announcement will be available, free of charge (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on the IFG website at www.IFG.com [4] by no later than midday
(Dublin / London time) on the business day following this announcement and
throughout the course of the Acquisition. Neither the contents of the IFG
website, Epiris website, nor the contents of any other website accessible
from hyperlinks are incorporated into, or form part of, this announcement.
ISIN: IE0002325243
Category Code: OUP
TIDM: IFP
LEI Code: 213800DDLICUJ14JTY47
Sequence No.: 8326
EQS News ID: 803111
End of Announcement EQS News Service
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(END) Dow Jones Newswires
April 25, 2019 05:31 ET (09:31 GMT)
