MCRB Mcb Fin Grp.

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

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