INTERNATIONAL PERSONAL FINANCE PLC
MCB Finance Group plc
18 November 2014
Date: 18 November 2014
On behalf of: MCB Finance Group plc ("MCB" or the "Company")
For immediate release
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.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER MIGHT BE MADE.
MCB Finance Group plc
Announcement regarding preliminary approach
MCB Finance Group plc ("MCB" or the "Company") announces that it has received a preliminary approach relating to a possible cash offer for the Company by International Personal Finance plc ("IPF").
The MCB Board can confirm it is engaged in preliminary discussions with IPF and further announcements will be made as appropriate.
This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and, accordingly, there can be no certainty of an offer being made for MCB by IPF, nor as to the terms of any offer. This announcement is not being made by MCB with the agreement or approval of IPF.
In accordance with Rule 2.6(a) of the Code, IPF is now required, by not later than 5.00 p.m. on 16 December 2014 (the "relevant deadline"), either to announce a firm intention to make an offer for MCB in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer for MCB, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The relevant deadline will only be extended with the consent of the Takeover Panel. The relevant deadline will cease to apply to IPF if another offeror announces, prior to the relevant deadline, a firm intention to make an offer for MCB.
Refinancing discussions with principal shareholders, with bondholders and with potential new investors
The Company has for some time been in discussion with its principal shareholders and with its bondholders regarding an equity fundraising and the refinancing of its senior and subordinated debt facilities, which mature on 7 March 2015. The Company has also been in discussions with potential new investors to support an equity fundraising and the bond refinancing.
Given there can be no certainty of an offer being made for MCB by IPF, the Company considers it appropriate to progress these discussions so far as practical whilst it considers the approach by IPF.
General
The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by law and, therefore, persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.
A copy of this announcement will be made available on MCB's website at www.mcbfinance.com by no later than 12 noon (London time) on 19 November 2014. The content of such website is not incorporated into, and does not form part of, this announcement.
Enquiries:
MCB Finance Group plc:
Paul Aylieff, Chief Financial Officer
paul.aylieff@mcbfinance.com
+372 501 4064
+44 7599 000007
Financial Adviser:
Torch Partners Corporate Finance Limited
Rupert Robson
Tom Roberts
+44 207 227 8830
Nominated Adviser and Broker:
Sanlam Securities UK Limited
Lindsay Mair
James Thomas
+44 20 7628 2200
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, MCB confirms that it has 17,690,007 ordinary shares of 10 pence each (the "Ordinary Shares") in issue. The International Securities Identification Number ("ISIN") for the Ordinary Shares is GB00B1LD2G45.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Torch Partners Corporate Finance Limited ("Torch Partners") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Torch Partners is acting exclusively for MCB and for no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than MCB for providing the protections afforded to clients of Torch Partners, nor for providing advice in relation to any matter referred to herein.
Sanlam Securities UK Limited ("Sanlam") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Sanlam is acting exclusively for MCB and for no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than MCB for providing the protections afforded to clients of Sanlam, nor for providing advice in relation to any matter referred to herein.
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