25 Apr 2019 10:30
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 options 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 £35,000 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 and on www.epiris.co.uk 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:
 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 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. "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. 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 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 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 |
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| End of Announcement | EQS News Service |
UK Regulatory announcement transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.