IFG Group plc (IFP)
IFG Group plc: Regulatory Capital
02-Aug-2019 / 15:39 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.
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
2 August 2019
REGULATORY CAPITAL
The Financial Conduct Authority ("FCA") has completed a Supervisory Review
and Evaluation Process ("SREP") of the Internal Capital Adequacy Assessment
Process ("ICAAP") of IFG. Arising from the SREP and in light of previous
disclosed and ongoing Legacy Matters (as defined in the Transaction
Agreement), the FCA has required IFG to increase the amount of its
regulatory capital. This includes a requirement that IFG set aside capital
upfront to cover a prudent outcome to the ongoing dispute with HMRC with
respect to the Elysian Fuels matter. This review is likely to result in a
regulatory capital deficit which IFG estimates would require approximately
GBP15 million of additional capital to address. IFG are accordingly engaging
with the FCA on a plan and timetable to address this regulatory capital
deficit and enable IFG to return to a position of capital surplus.
On 25 March 2019 IFG Group plc ("IFG") and Epiris GP Limited ("Epiris"), as
General Partner of the Epiris Funds advised by Epiris LLP, announced (the
"Rule 2.5 Announcement") that they had reached agreement on the terms of a
recommended cash offer pursuant to which SaintMichelCo Limited, a wholly
owned indirect subsidiary of the Epiris Funds, will acquire the entire
issued and to be issued share capital of IFG (the "Transaction"). IFG
Shareholders approved the Transaction at the Scheme Meeting held on 9 May
2019. The process of obtaining the approval of the FCA in order to satisfy
the Conditions to which the Transaction is subject is ongoing.
IFG will provide a further update to shareholders in due course.
Capitalised terms used in this Announcement and not otherwise defined have
the meaning given to those terms in the Rule 2.5 Announcement.
Enquiries:
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
Statements Required by the Irish Takeover Rules
The IFG Directors accept responsibility for the information contained in
this Announcement. 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 Announcement is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
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 [1].
"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
[1].
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 [1] or contact the Irish Takeover Panel on
telephone number +353 1 678 9020 or fax number +353 1 678 9289
ISIN: IE0002325XXX
Category Code: MSCH
TIDM: IFP
LEI Code: 213800DDLICUJ14JTY47
Sequence No.: 15602
EQS News ID: 851347
End of Announcement EQS News Service
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(END) Dow Jones Newswires
August 02, 2019 10:39 ET (14:39 GMT)
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