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IFG Group announce acquisition in Jersey
Date: 23-11-2000
Source: IFG Group plc
IFG Group plc ("IFG") is pleased to announce that it has acquired the entire issued share capital of the Atlantique Trust Group (’Atlantique’), a company based in Jersey and Geneva. Atlantique provides a range of asset protection and trustee services primarily for continental European customers and has some 440 companies and trusts under administration.
The consideration will be a maximum of Stg£7 million (&euros;11,744,966), of which Stg£2 million (&euros;3,355,704) has been satisfied in cash upon completion. The balance of the consideration will be satisfied in cash by payments of :-
- Stg £1.2 million (&euros;2,013,423) provided Atlantique’s profit for the year ending 31 January 2002 is not less than Stg£495,000. In the event that the profit is less than Stg£495,000 the consideration will be reduced by Stg£12 for each Stg£1 of the shortfall up to a maximum of Stg£1.2 million; and
- Stg.£1.8 million (&euros;3,020,134) provided the average profit for the years ending 31 January 2001, 2002 and 2003 is not less than Stg£550,000. In the event that the average profit is less than Stg£550,000 the consideration will be reduced by Stg£7 for each Stg£1 of the shortfall up to a maximum of Stg£1.8 million; and
- Stg£2 million (&euros;3,355,704) provided the average profit for the years ending 31 January 2001, 2002 and 2003 exceeds Stg£550,000, on the basis that the consideration will be increased by Stg£7 for each Stg£1 of the excess up to a maximum of Stg£2 million.
The acquisition agreement contains warranties and indemnities in favour of IFG.
The business of Atlantique will be operated under IFG’s International Trustee and Corporate Services Division, consolidating IFG’s position as one of the leading independent offshore corporate service providers. Atlantique’s strength in the European market complements the existing IFG International business which is particularly strong in the North American and Far Eastern Markets.
Atlantique will be managed as a separate profit centre within the Division.
In the year ended 31 January 2000, the last date to which audited accounts were prepared, Atlantique had turnover of Stg£1,354,890 (&euros;2,273,306), profit on ordinary activities (after exceptional costs of Stg£200,000 for establishing the Swiss operations) of Stg£248,770 (&euros;417,399). Net assets being acquired on completion are Stg£197,000 (&euros;330,536).
IFG Group announce acquisition in the UK
Date: 13-09-2000
Source: IFG Group plc
IFG Group plc ("IFG") is pleased to announce that it has conditionally agreed to acquire the entire issued share capital of Berkeley Jacobs Financial Services Limited ("Berkeley Jacobs").
Berkeley Jacobs is being acquired from its founder directors/shareholders, Paul Wheal, Shaun Murphy and Andrew Moore. The fixed consideration is Stg£6 million (&euros;9,871,668). Further consideration of Stg£6 million (&euros;9,871,668) is payable in the event that the profits for the four years ending 31 January 2004 achieve certain agreed thresholds. The aggregate maximum consideration payable is Stg£12 million (&euros;19,743,336). This is set out in detail below under the Terms of the Proposed Acquisition.
At the same time IFG proposes to raise &euros;21,112,450 net of expenses by means of a Proposed Placing and Open Offer to Shareholders.
NCB Stockbrokers Limited, as agents of IFG, have conditionally placed 13,509,200 New Ordinary Shares with institutional investors at &euros;162.5 cents IR128p per share, subject to clawback of one share for every three shares held by Qualifying Shareholders under the Open Offer.
In order to enhance the institutional shareholder base, of IFG, the Directors have given commitments not to take up any of their entitlements under the Open Offer. The Directors currently hold 28.59% of the current ordinary share capital in issue.
BACKGROUND TO AND REASONS FOR THE ACQUISITION
Berkeley Jacobs is a specialist Independent Financial Adviser ("IFA") regulated by the Personal Investment Authority ("PIA") in the UK and is engaged in a niche sector of the market. It offers specialist pension and retirement advice to clients, together with advice on the structure of pension benefits including advice on phased pensions and income withdrawal. It is based in Kent in south east England.
The principal activities of IFG in the UK are the provision of financial services through independent financial advisory services, operating primarily through its subsidiary company IFG Life and Pensions Limited and the provision of actuarial and trustee services for self administered pension schemes, provided by Santhouse Whittington Actuarial Services Limited. Recently the main thrust of IFG acquisition policy has been to acquire and develop financial services businesses with significant recurring income.
Berkeley Jacobs has structured many retirement funds under Self Invested Personal Pensions (’SIPP’s’) which are pension funds where the monies within the fund are invested often in managed portfolios. These plans require investment advisers and pensioneer trustees. Santhouse Whittington Actuarial Services is authorised by the UK Inland Revenue to act as a pensioneer trustee for SIPPs and can also act as an administrator for such schemes. This should provide the opportunity for future benefits for both operations.
Because Berkeley Jacobs specialises in just one sector of the pensions market, they have not historically provided other independent advice to their clients. Many of their clients require other services which can be provided by IFG. For example, a full financial planning review and an independent financial advisory service. These services are currently referred elsewhere to other independent financial advisers. It is the intention that IFG’s existing UK operation can provide these services to Berkeley Jacob’s clients and as such its services are complementary to the markets in which IFG operates.
In the opinion of the Directors the Proposed Acquisition provides IFG the opportunity to further expand its recurring income base in the financial sector and for the Enlarged IFG Group to offer services to a broader range of the market. "
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