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Acquisition of Langty Trust
Date: 27-11-2006
Source: IFG
Acquisition of Langtry Trust (Channel Islands) Limited and placing of 4,135,651 Ordinary Shares
ANNOUNCEMENT
IFG Group plc (the “Company”) is pleased to announce that, through its subsidiary IFG Trust (Jersey) Limited (“IFG Trust”), it has conditionally agreed to acquire the entire issued share capital of Langtry Trust Company (Channel Islands) Limited (“Langtry Trust”), a company based in St. Helier, Jersey.
Langtry Trust, founded in 1975, is a financial services company providing trust and company establishment and management services to predominantly private clients, mainly from the United Kingdom and continental Europe.
Langtry Trust’s income is generated from annual administration fees charged for maintaining and operating the underlying companies and trusts, together with time based activity fees on such entities. It provides services to approximately 670 client entities, whose structures generally hold assets consisting of property, investment portfolios and cash.
The initial consideration payable is Stg£3.427 million (€5.065 million). Further deferred consideration of up to Stg£7.442 million (€11 million) may be payable, determined by reference to the turnover of Langtry Trust for the years ending 30 September, 2007 and 30 September, 2008. The aggregate maximum consideration payable is Stg£10.869 million (€16.07 million). The full consideration is payable in cash.
In the year ended 31 March 2006, the last date to which audited accounts were prepared, Langtry Trust had turnover of Stg£3,197,031 and profit on ordinary activities before income tax of Stg£1,289,106. Net assets acquired on completion were Stg£869,328.
Commenting on the placement and the acquisition, Mark Bourke the Group’s CEO said, "We are delighted with the strong demand for IFG stock and the added scale and enhanced market position achieved in our Trustee business through the purchase of this bolt-on acquisition"
The Acquisition Agreement contains normal warranties and indemnities in favour of IFG Trust. Post Completion, it is intended that the business of Langtry Trust will be integrated into IFG’s Trustee and Corporate Services Divisions business, consolidating IFG’s position as one of the leading independent offshore corporate service providers.
As announced yesterday the Company has placed 4,135,651 Ordinary Shares in the market place at a price of €1.92 per share to raise €7.94 million before expenses. The placing was made up of 3,224,425 new Ordinary Shares and 911,226 Ordinary Shares previously held as Treasury Shares. The total placing represents 6.02% of the present total issued share capital of the Company. These shares will rank pari passu in all respects with the existing Ordinary Shares in issue. The net proceeds will be used for general corporate purposes including this Proposed Acquisition. The placing was arranged by Davy.
In view of its size, the Proposed Acquisition of Langtry Trust is conditional upon the approval of the Company’s shareholders which will be sought at an Extraordinary General Meeting (“EGM”) to be convened for 18 December 2006. It is also subject to consent from the Jersey Financial Services Commission.
A Circular to shareholders setting out full details of the Proposed Acquisition will be posted shortly. Completion of the acquisition is expected to take place immediately after the passing of the Resolution at the EGM.
24 November 2006
FOR FURTHER INFORMATION CONTACT
Mark Bourke
Chief Executive
IFG Group plc
(00 353 1) 275 2800
Ivan Murphy
Director
Davy Corporate Finance
(00 353 1) 679 6363
Registered in the Republic of Ireland No. 21010
Registered Office: IFG House, Booterstown Hall, Booterstown, Co. Dublin
Tel: + 353 (0)1 2752800 | Fax: + 353 (0)1 2752801
Email: group@ifg.ie