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IFG Group announce acquisition in Ireland
Date: 29-05-2002
Source: IFG Group plc
IFG Group announces that it has acquired the entire share capital of Trade Credit Brokers Limited (’TCB’), Ireland’s largest independent credit insurance brokerage.
TCB was formed in 1993 by Hugh McGivern and Michael Raleigh and specialises in domestic and export credit insurance for a range of companies whose aggregate turnover insured is in excess of €5 billion. John Simpson who opened the Northern Ireland office in 1995 heads the companies operations in Belfast.
The company has grown its profits and turnover in each year since commencement of trading. In the year ended 31 March 2001 turnover and profits were €1,198,277 and €255,782, respectively. At 31 March 2001, the date to which the last audited financial statements were prepared, TCB had net assets of €185,690.
The initial consideration for the acquisition was €1,650,974 and was satisfied on completion by a cash payment of €1,524,00 and by the issue of 44,867 ordinary shares of IFG. Additional consideration of €4,062,847 may be payable based on six times the average profits before tax for the three years ending 31 December 2004, less the initial consideration of €1,650,974. The total maximum consideration payable will be €5,713,821. Net assets acquired were €253,948.
IFG Group announce acquisition in UK
Date: 29-01-2002
Source: IFG Group plc
IFG Group plc ("IFG") is pleased to announce that its subsidiary IFG Holdings Limited has acquired the entire issued share capital of IPS Pensions Limited ("IPS").
IPS is being acquired from a number of vendors, who are the senior employees in the business. The initial consideration is Stg£11.43 million (€18.68 million) comprising the issue of Stg£10.8 million (€17.65 million) Loan Notes on Completion and the payment of Stg£0.63 million (€1.03 million) in cash on 6 April 2004. Further consideration of up to Stg£4 million (€6.54 million) is payable in the event that the profits for the two years ending 30 September 2003 achieve certain agreed thresholds. The aggregate maximum consideration payable is Stg£15.43 million (€25.22 million).
Background to and reasons for the acquisition
IPS is a holding company based in Bristol in the UK, whose wholly owned trading subsidiary IPS Actuarial Services Limited ("IPS Actuarial") is engaged in providing actuarial services, employee benefit consultancy and pension scheme administration.
The main thrust of IFG’s acquisition policy to date has been to acquire and develop niche financial services businesses with significant recurring income. The activities of IPS are complementary to the financial services presently being provided by the IFG Group and provides the opportunity to increase both the current actuarial and financial services business of IPS and IFG’s existing UK financial services business.
Financial information on IPS
IPS’s income arises from the provision of pension administration and actuarial services. The following information has been extracted from the combined audited accounts of IPS and IPS Actuarial:-
| Year ended 30 September | |||
| 2001 Stg£’000 |
2000 Stg£’000 |
1999 Stg£’000 |
|
| Turnover | 3,009 | 2,763 | 2,525 |
| Profit on ordinary activities before taxation | 1,575 | 1,367 | 1,177 |
| Net assets being acquired amount to Stg£852,234 (€1,392,994) | |||
Terms of the acquisition
The initial consideration is Stg£11,430,000 (€18,682,576), satisfied in two tranches. Further consideration of up to Stg£4,000,000 (€6,538,084) may be payable in the event that the aggregate profits for the two years ending 30 September 2003 achieve certain agreed thresholds. The aggregate maximum consideration payable is Stg£15,430,000 (€25,220,660).
(a) The first tranche of initial consideration is Stg£10,800,000 (€17,652,828) and will be satisfied on Completion by the issue of two year Bank Guaranteed Loan Notes. They will not bear any interest and will be redeemable on the second anniversary of the date of issue.
(b) The second tranche of the initial consideration of Stg£630,000 (€1,029,748) will be payable in cash on 6 April 2004 or, if later, within 28 days of the profits before tax of IPS for the financial year ended 30 September 2003 having been determined. Such payment is not dependent on IPS profits.
(c) Further consideration for the Acquisition, which it is intended would be funded out of retained earnings of the Group, may be payable in cash up to Stg£4,000,000 (€6,538,084). Such consideration will be payable on 6 April 2004 or, if later, within 28 days of the profits before tax of IPS for the financial year ended 30 September 2003 having been determined. This consideration shall be calculated based on the profits before tax of IPS for the two year period ending 30 September 2003 ("the Aggregate Profits") as follows:-
if the Aggregate Profits are
(i) less than Stg£3,000,000 no additional consideration is payable;
(ii) greater than or equal to Stg£3,000,001 but not greater than Stg£3,250,000 a sum is payable up a maximum of Stg£500,000 equal to twice the amount by which such Aggregate Profits exceed Stg£3,000,000;
(iii) greater than or equal to Stg£3,250,001 a sum is payable up a maximum of Stg£4,000,000 equal to the amount of such Aggregate Profits.
The Acquisition Agreement contains warranties and indemnities in favour of IFG in relation to the accounts of IPS and IPS Actuarial for the year ended 30 September 2001, IPS’s general financial position, its contracts and employees and regulatory compliance. The obligations of the Purchaser under the Acquisition Agreement are guaranteed by IFG.
Following Completion, David Saunderson, chief executive of IFG’s UK Operations, will join the Board of IPS as Chairman.
IFG announces proposal to raise STG£20,000,000
Date: 21-11-2001
Source: IFG
IFG Group plc is pleased to announce that it proposes to raise Stg£20,000,000 (&euros;32.12 million) through an issue of Senior Unsecured Notes ("the Notes") with Warrants ("the Warrants").
Use of proceeds
IFG intends to use the net proceeds of the fund raising to fund acquisitions and for other general corporate purposes. The Group is in discussion with a number of potential vendors, and subject to agreeing satisfactory terms with them, and completion of due diligence on their companies, expects to complete these over the next few months.
Until such time as the proceeds are used to finance the Group's ongoing acquisition activity, the proceeds will be used to retire short term debt and as working capital in the business.
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