IFG Group plc: Regulatory Capital (851347)

 
 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:          IE0002325243 
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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