MCB Finance Group PLC Result of Court Hearing & General Meeting (0418E)

TIDMMCRB

RNS Number : 0418E

MCB Finance Group PLC

04 February 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

4 February 2015

Recommended cash acquisition

of

all of the issued and to be issued share capital of

MCB Finance Group plc

by

International Personal Finance plc

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Result of Court Hearing to sanction the Scheme

MCB Finance Group plc (MCB) is pleased to announce that at the First Court Hearing earlier today the Court gave its approval to the Scheme.

Next Steps and Expected Timetable

Completion of the Acquisition remains subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court confirmation of the Reduction of Capital which is associated with the Scheme. The expected date for the Second Court Hearing, for the purpose of obtaining this confirmation, is 6 February 2015.

On the basis of the current timetable for the Acquisition, and assuming that the Court confirms the Reduction of Capital, the last day of dealings in, and for registration of transfers of, MCB Shares will be 5 February 2015. At 7.30am on 6 February 2015, MCB Shares will be suspended pending the Scheme becoming effective, in accordance with its terms, which is expected to occur on 6 February 2015. On the basis of this timetable, the admission to trading on AIM of the MCB Shares will be cancelled with effect from no later than 7.00am on 9 February 2015.

The Acquisition is conditional upon the Scheme becoming effective by no later than the Long Stop Date, or such later date (if any) as MCB and IPF may agree, with the consent of the Panel and (if required) the Court.

The expected timetable of principal events is set out below:

 
 Event                                                        Time and Date 
 Last day of dealings in, and                               5 February 2015 
  for registration of transfers 
  of, and disablement in CREST 
  of, MCB Shares 
 Scheme Record Time                               6.00pm on 5 February 2015 
 Dealings in MCB Shares suspended                 7.30am on 6 February 2015 
 Second Court Hearing (to confirm                           6 February 2015 
  the Reduction of Capital) 
 Effective Date of the Scheme                               6 February 2015 
 Cancellation of admission to                  by no later than 7.00am on 9 
  trading on AIM of MCB Shares                                February 2015 
 Despatch of cheques and crediting           by the end of 20 February 2015 
  of CREST accounts for cash consideration 
  due under the Scheme 
 Long Stop Date                                                6 March 2015 
 

All references to times are to times in London. The times and dates given above are indicative only and may be subject to change. Any change(s) to these times and dates will be notified via a Regulatory Information Service.

General

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on MCB's website at www.mcbfinance.com and on IPF's website at www.ipfin.co.uk. The contents of these websites are not incorporated into, and do not form part of, this announcement.

Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 23 December 2014.

Enquiries

For further information contact:

MCB

Paul Aylieff, Chief Financial Officer

Phone: [phone]

Torch Partners

Rupert Robson

Tom Roberts

Phone: [phone]

Sanlam Securities UK Limited

Lindsay Mair

James Thomas

Phone: [phone]

Allerton Communications

Peter Curtain

Phone: [phone]

IPF

Gergely Mikola

Phone: [phone]

Rachel Moran

Phone: [phone]

FTI Consulting

Neil Doyle

Phone [phone]

Paul Marriott

Phone: [phone]

Evercore

Matthew Lindsey-Clark

Graham Copeland

Phone: [phone]

Further information on the Acquisition

This announcement is for information purposes only and 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.

This announcement has been prepared for the purpose of complying with the laws of England and Wales, the Code and the AIM Rules 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.

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.

Evercore, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for IPF and no one else in connection with 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.

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 in 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.

Unless otherwise determined by IPF or required by the Code and permitted by applicable law and regulation, this announcement 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 per cent. 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 per cent. 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCUSVARVAAURAR