RECOMMENDED CASH OFFER BY SAINTMICHELCO (A WHOLLY-OWNED SUBSIDIARY OF FUNDS ADVISED BY EPIRIS LLP) (“BIDCO”) FOR IFG GROUP PLC (THE “COMPANY”) (THE “OFFER”)

THE SECTION OF THE WEBSITE YOU ARE SEEKING TO ACCESS (THE “WEB PAGE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER (TOGETHER THE “MATERIALS”), IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT, 1997, IRISH TAKEOVER RULES 2013. ACCESS TO THE WEB PAGE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT LOCATED OR RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE WEB PAGE.

Disclaimer

THE MATERIALS YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THE WEB PAGE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND THEIR AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

THE MATERIALS YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THE WEB PAGE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND THEIR AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

THESE MATERIALS ARE NOT DIRECTED AT, OR INTENDED TO BE ACCESSIBLE BY, PERSONS LOCATED OR RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (EACH A “RESTRICTED JURISDICTION”). IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THE WEB PAGE, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS PAGE OR CLICK ON THE “DECLINE” BUTTON AT THE BOTTOM OF THIS PAGE.

If you would like information on the Offer, please read this notice carefully in full before clicking “Accept” or “Decline” below. This notice applies to all persons who view the Web Page and, depending on who you are and where you are located and/or resident, it may affect your rights and/or responsibilities.

Basis of access

The Materials contained on the Web Page in respect of the Offer are made available in good faith and for information purposes only and are not intended to, and do not, constitute or form any part of an offer to sell or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for or otherwise acquire, any securities or the solicitation of a vote or approval pursuant to the Materials or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Please note that this notice may be altered or updated from time to time. You should read it carefully in full each time you access the Web Page.
The Materials contained on the Web Page speak only at the specified date of the relevant document or announcement reproduced on the Web Page and neither the Company nor any of its affiliated companies has, or accepts, any responsibility or duty to update or revise any such Materials (other than to the extent such duty arises as a matter of law or regulation) and reserves the right to add to, remove or amend any information reproduced on the Web Page at any time in whole or in part at its sole discretion.
In relation to any information, document or announcement contained on the Web Page, the only responsibility accepted by the officers and directors of the Company is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.
None of the officers or directors of Bidco or any of Bidco’s affiliated companies have reviewed, and no such person is or shall be responsible for, or accepts any liability in respect of, any information contained on any other website which may be linked to or from the Web Page.
If you are in any doubt about the contents of the Web Page or the action you should take, you should seek your own financial advice from an appropriately authorised independent financial adviser.

Forward-looking statements

The information (including information incorporated by reference) and documents on the Web Page may contain statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements, other than statements of historical fact, may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", “pro forma”, "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Among other things, the information (including information incorporated by reference) and documents on the Web Page may contain forward-looking statements regarding the Offer and may include statements about the benefits of the proposed combination, expected future earnings, revenues and cost savings and other such items, based on Bidco’s and the Company’s plans, estimates and projections. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statements. Such factors include, but are not limited to, the possibility that the Offer will not be pursued, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganisation activities, interest rate and currency fluctuations, the failure to satisfy the conditions of the Offer if and when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, the inability of the enlarged group to realise successfully any anticipated synergy benefits when the proposed transaction is implemented, the inability of the enlarged group to integrate successfully the Company’s and Bidco’s operations and programmes when the proposed transaction is implemented and the enlarged group incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the proposed transaction when the proposed transaction is implemented.

All forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as at the date that they were made. Bidco and its members, directors, officers, employees, advisers, agents and representatives expressly disclaim any intention or obligation to update or revise any forward-looking or other statements contained in the information available on the Web Page, whether as a result of new information, future events or otherwise, except as required by applicable law.

Neither Bidco, nor any of its members, directors, officers, employees, advisers, agents or representatives, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the information available on the Web Page will actually occur.

No forward-looking or other statements have been reviewed by the auditors of Bidco or the Company, unless otherwise explicitly stated. All subsequent oral or written forward-looking statements attributable to Bidco or the Company, or any of its or their respective members, directors, officers, employees, advisers, agents or representatives, are expressly qualified in their entirety by the cautionary statement above.

No statement contained or referred to on the Web Page is intended to be a profit forecast, unless otherwise explicitly stated.

Overseas persons

The Materials contained on the Web Page contain information in respect of the Offer. Viewing this information may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such information. All persons resident or located outside the United Kingdom and Ireland who wish to view this information must first satisfy themselves that they are not subject to any local legal or regulatory requirements that prohibit or restrict them from viewing such information and should inform themselves of, and observe, any legal or regulatory requirements applicable in their jurisdiction. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements.

By clicking the “Accept” option below, you represent that you are not located or resident in a Restricted Jurisdiction and that Bidco is lawfully entitled to make the content of any communication or document in relation to the Offer available to you under applicable securities laws. If you are not permitted to view the information on the Web Page, or viewing the information would result in a breach of the above, or if you are unable to give this representation, please exit this page and do not view the content of any communication or document in relation to the Offer.

Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Bidco and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.

CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

By clicking "Accept", I:

  1. certify that I am not (nor do I act on behalf of someone who is) located or resident in any jurisdiction (including any Restricted Jurisdiction) where accessing the Web Page or parts thereof would constitute a breach of securities law or regulation in that jurisdiction;
  2. agree that I will not forward, transfer, show or distribute (by any means, including by electronic transmission) any Materials available on the Web Page, either in whole or in part, to any person in any jurisdiction (including any Restricted Jurisdiction) where such distribution may be restricted by applicable law or regulation;
  3. represent and warrant to Bidco that I intend to access the Web Page for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights and/or responsibilities; and
  4. agree to be bound by the terms of this notice.

By clicking "Decline", you will not be able to proceed to the Web Page.