TIDMALFA
RNS Number : 5610O
Alfa Financial Software Hldgs PLC
03 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
3 October 2023
Alfa Financial Software Holdings PLC ("the Company" or
"Alfa")
Update on discussions
Following the Company's announcement of 27 September 2023, which
was required following press speculation concerning the unsolicited
approach for a possible offer being made for the entire issued and
to be issued share capital of Alfa, the Board has continued to
engage with Thomas H. Lee Partners, L.P. ("THL").
The discussions have continued to remain at a preliminary stage
with no certainty that a firm offer will be forthcoming. The Board
of Alfa are mindful of their fiduciary duties to the Company and
are conscious of the established principle of the UK's Takeover
Code, General Principle 6, that a company subject to an approach
concerning the possibility of a takeover offer must not be hindered
in the conduct of its affairs for longer than is reasonable.
After careful consideration the Board has unanimously decided to
terminate Alfa's engagement with THL.
The Board remains confident in the Company's strategic direction
including continued investment into the software and in
high-quality people. The inherent robustness of the asset finance
market, seen in the exceptionally strong late-stage pipeline,
underpins our strong confidence in the outlook for the
business.
In accordance with Rule 2.6(a) of the City Code on Takeovers and
Mergers ("Code"), the Company remains in an offer period and THL is
required, by not later than 5:00 p.m. (London time) on 25 October
2023, being 28 days after 27 September 2023, to either announce a
firm intention to make an offer for Alfa in accordance with Rule
2.7 of the Code, or announce that it does not intend to make an
offer for Alfa, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can
be extended with the consent of the Panel on Takeovers and Mergers
in accordance with Rule 2.6(c) of the Code.
This announcement has not been made with the consent of THL.
The person responsible for arranging the release of this
announcement on behalf of Alfa is Duncan Magrath, Chief Financial
Officer.
Enquiries:
Alfa
+ 44 (0) 20 7588 1800
Andrew Denton, Chief Executive Officer
Duncan Magrath, Chief Financial Officer
Barclays Bank PLC, acting through its Investment Bank
(Financial Adviser and Joint Corporate Broker) + 44 (0) 20 7623
2323
Jessel Sheth
Callum West
Rob Mayhew (Corporate Broking)
Investec (Joint Corporate Broker) + 44 (0) 20 7597 4000
Patrick Robb
Virginia Bull
Important notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction, whether pursuant to this announcement
or otherwise.
The release, distribution or publication of this announcement in
jurisdictions outside the United Kingdom may be restricted by laws
of the relevant jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, any such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of
any such jurisdiction.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for Alfa and no one else in connection with a
possible offer and will not be responsible to anyone other than
Alfa for providing the protections afforded to clients of Barclays
nor for providing advice in relation to a possible offer or any
other matter referred to in this announcement.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in Alfa
securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Website Publication
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.alfasystems.com, by no later
than 12 noon (London time) on the business day following this
announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
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END
OUPMJBJTMTMMBMJ
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