Ifg Regulatory News (IFP)

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  £1.93 in cash

The Acquisition values the entire issued and to be issued ordinary share capital of IFG at approximately £206 million.

The Acquisition represents:

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:

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 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) 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 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.

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.

All references to times are to Irish time unless otherwise stated.