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RNS Number : 8397Z
MCB Finance Group PLC
16 December 2014
MCB Finance Group plc
16 December 2014
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 Rule 2.6 deadline extension
On 18 November 2014, MCB Finance Group plc ("MCB" or the
"Company") announced that it had received a preliminary approach
relating to a possible cash offer for the Company by International
Personal Finance plc ("IPF").
In accordance with Rule 2.6(a) of the Takeover Code (the
"Code"), IPF is required, by not later than 5.00 p.m. on 16
December 2014, 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. This deadline can be
extended with the consent of the Takeover Panel (the "Panel") in
accordance with Rule 2.6(c) of the Code.
The Company has sought the consent of the Panel for a short
extension of the current deadline, as referred to above, in order
to allow time for completion of the procedures for obtaining a
conditional waiver of certain change of control and similar
provisions under the asset backed fixed rate notes and the
subordinated fixed rate notes issued by MCB Treasury AB (a
wholly-owned subsidiary of MCB) and MCB, respectively, and in order
to allow IPF to complete its remaining due diligence.
The Panel has consented to an extension of the deadline and,
accordingly, IPF must, by not later than 5.00 pm on 19 December
2014, either announce a firm intention to make an offer for MCB in
accordance with Rule 2.7 of the Code, or 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. This deadline will only be extended with the consent of
the Panel in accordance with Rule 2.6(c) of the Code.
There can be no certainty that an offer for MCB will be made nor
as to the terms on which any such offer might be made.
The release, distribution or publication of this announcement in
jurisdictions outside 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 laws 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 17 December 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
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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