IFG Group

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

28 August 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 (THE "SCHEME") UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

SCHEME IS EFFECTIVE

The board of directors of IFG Group plc ("IFG") announces that the Scheme became effective today, 28 August 2019.

Despatch of cheques and crediting of CREST accounts for Consideration due under the Scheme is expected to occur on 11 September 2019, in accordance with the terms of the Scheme.

Trading of IFG shares on Euronext Dublin and the main market of the London Stock Exchange has been suspended from 7:30 a.m. today and cancellation of IFG shares to trading on Euronext Dublin and the main market of the London Stock Exchange will take effect from 8:00 a.m. on 29 August 2019.

Following the Scheme becoming Effective, David Paige, Peter Priestley, and Cara Ryan have resigned as non-executive directors of IFG, and Owen Wilson and Bill Priestley have been appointed as non-executive directors of IFG, with immediate effect.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document published on 9 April 2019.

Enquiries:

Statement required by the Takeover Rules

The directors of IFG accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of IFG (who have 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.

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 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 in this announcement 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 in this announcement, 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 for information purposes only and 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, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction 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.  The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).

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.

Publication on website

A copy of this announcement will be available, free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on INM's website at www.inmplc.com by no later than 12.00 p.m. on the business day following this announcement.  The contents of INM's website are not incorporated into, and do not form part of, this announcement.