| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | UNI - EN REPORT No | 142 | / | 2014 | | | | | | Date of issue: | 2014-11-18 | | | | | | | | | | | Short name of the issuer | | | | | | | | | | INTERNATIONAL PERSONAL FINANCE | | | | Subject | | | | | | | | | | | | | Possible Offer for MCB Finance Group plc | | | | Official market - legal basis | | | | | | | | | Art. 56 ust. 1 pkt 1 Ustawy o ofercie - informacje poufne
| | | | Unofficial market - legal basis | | | | | | | | Contents of the report: | | | | | | | | | | | 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
FOR IMMEDIATE RELEASE
18 November 2014INTERNATIONAL PERSONAL FINANCE PLC
STATEMENT RE POSSIBLE CASH OFFER FOR MCB FINANCE GROUP PLC
International Personal Finance plc (“IPF") notes the announcement made by MCB Finance Group plc (“MCB").
IPF confirms that it has made a formal approach to the Board of MCB in relation to a possible cash offer for the entire issued and to be issued share capital of MCB.
As outlined in the presentation to investors on 22 October 2014, the development of a digital lending proposition is one of IPF's key strategic priorities. The proposed acquisition of MCB would enable IPF to use the rich experience MCB has gained since it began operating in 2006 to accelerate the development of IPF’s digital lending business and it would also expand IPF’s range of new digital products and distribution channels. In addition, it would increase IPF’s geographical footprint with a proven business model in a manner that is consistent with IPF’s declared strategy.
This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the “Code"). It does not represent a firm intention to make an offer under Rule 2.7 of the Code and accordingly there can be no certainty that any offer will be made.
Further announcements will be made as and when appropriate.
Enquiries:
International Personal Finance plc
Gergely Mikola, Group Corporate Affairs Director Tel: +36 20 339 0225
Disclosure requirements of the Takeover Code (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. | | | | Annexes | | | | | | | | | | | | | File | Description | | |
