IFG Group plc: Regulatory Capital

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 £15 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:

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.

"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