TIDMMCRB
RNS Number : 6048A
MCB Finance Group PLC
23 December 2014
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.
MCB Finance Group plc
23 December 2014
For immediate release
Publication and Posting of Scheme Document in relation to the
Recommended Cash Acquisition of MCB Finance Group plc by
International Personal Finance plc
On 19 December 2014, the boards of MCB Finance Group plc ("MCB"
or the "Company") and International Personal Finance plc ("IPF")
announced that they had reached agreement on the terms of a
recommended cash offer through which IPF will acquire the entire
issued and to be issued share capital of MCB (the "Acquisition").
The Acquisition will be implemented by means of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
MCB announces that the scheme document (the "Scheme Document")
relating to the Acquisition is today being posted to MCB
Shareholders, together with the associated Forms of Proxy. The
Scheme Document contains, inter alia, the full terms and conditions
of the Scheme, an Explanatory Statement in relation to the Scheme
in compliance with section 897 of the Companies Act 2006, notices
of the required meetings of MCB Shareholders, an anticipated
timetable of principal events and details of the actions to be
taken by MCB Shareholders.
The Acquisition is subject to, among other things, MCB
Shareholder approval of the Scheme at the Court Meeting and the
passing of a related special resolution at the General Meeting. The
Scheme Document contains notices convening the Court Meeting for 15
January 2015 at 11.45 a.m. and convening the General Meeting on the
same day at 12.00 noon (or as soon thereafter as the Court Meeting
is concluded or adjourned), in each case at the offices of
Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y
4AG. The relevant Forms of Proxy for such meetings have been posted
with the Scheme Document.
The expected timetable of principal events related to the Scheme
is attached as an Appendix to this announcement. If there is any
change to any of these key dates, an announcement will be made
through a Regulatory Information Service.
MCB Shareholders should carefully read the Scheme Document
before making a decision in respect of the Scheme. If MCB
Shareholders have any questions about the Scheme Document, the
Court Meeting or the General Meeting, or are in any doubt as to how
to complete the Forms of Proxy, they should call Capita Asset
Services between 9.00 a.m. and 5.30 p.m. on Monday to Friday, on
0871 664 0300 from within the United Kingdom (calls cost 10 pence
per minute including VAT, plus network extras) or on +44 (0)20 8639
3399 if calling from outside the United Kingdom. Calls may be
monitored or recorded and Capita Asset Services cannot provide
legal, tax or financial advice or advice on the merits of the
Scheme.
Copies of the Scheme Document will be available for viewing on
MCB's website at www.mcbfinance.com and will also be available for
inspection at the offices of Addleshaw Goddard LLP, Milton Gate, 60
Chiswell Street, London EC1Y 4AG during usual business hours on
Monday to Friday of each week (United Kingdom public holidays
excepted) until the Scheme becomes effective (or lapses or is
withdrawn). The Scheme Document is also available on IPF's website
at www.ipfin.co.uk.
All references to time in this announcement are to UK time.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document.
Enquiries:
For further information contact:
IPF
Gergely Mikola
Phone: +36 20 339 0225
Rachel Moran
Phone: +44 7760 167 637
FTI Consulting
Neil Doyle
Phone +44 20 3727 1141 / +44 7771 978 220
Paul Marriott
Phone: +44 20 3727 1341 / +44 7710 426 131
Evercore
Matthew Lindsey-Clark
Graham Copeland
Phone: +44 20 7653 6000
MCB
Paul Aylieff, Chief Financial Officer
Phone: +372 501 4064 / +44 7599 000007
Torch Partners
Rupert Robson
Tom Roberts
Phone: +44 20 7227 8830
Sanlam Securities UK Limited
Lindsay Mair
James Thomas
Phone: +44 20 7628 2200
Allerton Communications
Peter Curtain
Phone: +44 203137 2500
Evercore, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial
adviser exclusively for IPF and no one else in connection with the
Acquisition andwill not regard any other person as its client in
relation to the Acquisition and will not be responsible to anyone
other than IPF for providing the protections afforded to clients of
Evercore nor for giving advice in relation to the Acquisition or
any other matters referred to in this announcement.
Torch Partners, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting for MCB and
no one else in connection with the Acquisition and will not be
responsible to anyone other than MCB for providing the protections
afforded to clients of Torch Partners nor for giving advice in
relation to the Acquisition or any other matters referred to in
this announcement.
Sanlam, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting for MCB and no one
else in connection with the Acquisition and will not be responsible
to anyone other than MCB for providing the protections afforded to
clients of Sanlam nor for giving advice in relation to the
Acquisition or any other matters referred to in this
announcement.
This announcement is not intended to, and does not, constitute,
or form part of, an offer to sell, purchase, exchange or subscribe
for, or an invitation to purchase or subscribe for, any securities
or the solicitation of an offer to sell, purchase, exchange or
subscribe for any securities or of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any such sale, purchase, exchange or subscription of
securities in MCB, or any such offer or solicitation, in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely on the basis of information contained or
referred to in, or the procedures set out in, the Scheme Document
and the accompanying Forms of Proxy, which together contain the
full terms and conditions of the Acquisition including details of
how to vote in respect of the Acquisition. Any vote in respect of
the Scheme or other response in relation to the Acquisition should
be made only on the basis of the information contained in the
Scheme Document. MCB Shareholders are advised to read the formal
documentation in relation to the Acquisition carefully.
Overseas Shareholders
MCB Shareholders who are not resident in and citizens of the
United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions.
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable requirements.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. This announcement has been prepared for the purposes
of complying with the laws of England and Wales, the AIM Rules and
the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom.
Unless otherwise determined by IPF or required by the Code and
permitted by applicable law and regulation, this announcement may
not be sent in, into or from any Restricted Jurisdiction and no
person may vote in favour of the Acquisition by use of the mails
of, or by any means or instrumentality (including, without
limitation, facsimile or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility
of a national, state or other securities exchange of, or from or
within, a Restricted Jurisdiction, or any other overseas
jurisdiction in respect of which such action would not be lawful.
Accordingly, unless otherwise determined by IPF or required by the
Code and permitted by applicable law and regulation, copies of this
announcement and any other formal documentation relating to the
Acquisition will not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any jurisdiction
where to do so would violate the laws of that jurisdiction.
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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 p.m. (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.
Appendix
An expected timetable of principal events in relation to the
Scheme is set out below:
Event Time and/or date
Latest time for lodging Forms of Proxy
for the:
a) Court Meeting (blue form) 11.45 a.m. on 13 January
2015
b) General Meeting (white form) 12.00 noon on 13 January
2015
Voting Record Time for the Court Meeting 6.00 p.m. on 13 January
and General Meeting 2015 (1)
Court Meeting 11.45 a.m. on 15 January
2015
General Meeting 12.00 noon on 15 January
2015 (2)
The following dates are indicative
only and are subject to change (3)
First Court Hearing (to sanction the 4 February 2015
Scheme)
Last day of dealings in, and for registrations 5 February 2015
of transfers of, and disablement in
CREST of, MCB Shares
Scheme Record Time 6.00 p.m. on 5 February
2015
Dealings in MCB Shares suspended 7.30 a.m. on 6 February
2015
Second Court Hearing (to confirm the 6 February 2015
Reduction of Capital)
Effective Date of the Scheme 6 February 2015
Cancellation of admission to trading by no later than 7:00 a.m.
on AIM of MCB Shares on 9 February 2015
Despatch of cheques and crediting of by the end of 20 February
CREST accounts for cash consideration 2015
due under the Scheme
Long Stop Date 6 March 2015(4)
----------------------------------------------- ---------------------------
Notes:
(1) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two Business Days'
prior to the date of the adjourned meeting.
(2) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(3) These dates are indicative only and will depend on several
factors which are more fully explained in the Scheme Document. MCB
will give adequate notice of all of these dates, when confirmed, by
issuing an announcement through a Regulatory Information Service.
Further updates or changes to other times or dates indicated shall,
at MCB's discretion, be notified in the same way.
(4) This is the latest date by which the Scheme may become
effective unless MCB and IPF agree, with the consent of the Panel
and (if required) the Court, a later date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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