MCB Finance Group PLC Announcement regarding Rule 2.6 deadline extension (8397Z)

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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

[e-mail]

[phone]

[phone]

Financial Adviser:

Torch Partners Corporate Finance Limited

Rupert Robson

Tom Roberts

[phone]

Nominated Adviser and Broker:

Sanlam Securities UK Limited

Lindsay Mair

James Thomas

[phone]

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 [phone] 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

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