Ifg Regulatory News (IFP)

IFG Group plc

Update on approaches. Exclusivity period agreed.

On 29 June 2011, IFG Group plc ("IFG" or the "Company") announced that following approaches made from two parties in relation to possible offers for the Company, it had invited both parties to proceed with a process of confirmatory due diligence. This was with a view to establishing whether a proposal could be forthcoming which was acceptable to the Board and which could then be put to shareholders. IFG confirms that following the conclusion of that process it has received a proposal regarding a possible offer from Bregal Capital LLP ("Bregal"). IFG has now entered into an exclusivity agreement with Bregal.

If concluded, the proposal contemplates a transaction whereby IFG shareholders would receive a cash offer of €1.80 per IFG share cum dividend. The proposed value represents a premium of 35.0% over the average closing price of €1.333 on the Irish Stock Exchange for the three months up to 20 April 2011, being the day immediately preceding the initial proposal received from Bregal. The proposal values IFG's fully diluted share capital at €231.2 million, based on IFG's 128.4 million ordinary shares in issue when taking into account in-the-money options and LTIP allocations.

Bregal have also undertaken to provide a non-cash alternative for IFG shareholders to re-invest their offer proceeds in the bid vehicle. The exact details of the quantum, terms and conditions of the non-cash alternative will be determined in due course.

The proposal is subject to certain customary pre-conditions and terms.

Due Diligence Period

Bregal's proposal is subject to additional due diligence and conclusion of banking facilities. During the due diligence period, IFG has agreed to work exclusively with Bregal for a period of up to six weeks expiring on 10 October 2011. Any offer would be subject to approval by shareholders of IFG and regulatory authorities.

Bregal's proposal is not binding on either party, except with respect to the exclusivity obligations. IFG cautions that no definitive agreement has been entered into and accordingly no assurance can be given that the negotiations between IFG and Bregal will lead to a transaction that is consistent with Bregal's proposal or to any transaction at all.

IFG does not intend to make any further announcements or communications regarding this potential transaction until either a definitive agreement has been reached or discussions are terminated without such an agreement being reached.

The Directors of IFG (excluding Peter Priestley) accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure 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. Mr. Priestley has been excluded from this statement because of his connection with Fiordland Investments Limited, a company which is part of a consortium that has made an approach to IFG in relation to the possibility of making an offer for IFG.

Davy Corporate Finance (which is regulated by the Central Bank of Ireland) is acting exclusively for IFG and no-one else in relation to the Possible Offer and will not be responsible to anyone other than IFG for providing the protections afforded to clients of Davy Corporate Finance nor for providing advice in relation to the Possible Offer.

Macquarie Capital (Europe) Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for IFG and no-one else in relation to the Possible Offer and will not be responsible to anyone other than IFG for providing the protections afforded to clients of Macquarie Capital (Europe) Limited nor for providing advice in relation to the Possible Offer.