MCRB Mcb Fin Grp.

TIDMMCRB

RNS Number : 1814C

MCB Finance Group PLC

14 January 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

14 January 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

Amendment to Director's Interest

In MCB's Opening Position Disclosure made on 2 December 2014 MCB indicated that Rami Ryhänen, one of the MCB Directors, was interested as at 18 November 2014 in a total of 125,542 MCB Shares (excluding interests held under options to subscribe for new shares), representing approximately 0.71 per cent. of the issued share capital of MCB. This interest was again referred to in the Scheme Document, where it was indicated that Rami Ryhänen was the beneficial owner of 46,878 MCB Shares and that the remainder of such interest comprised MCB Shares beneficially owned by, and registered in the name of, Solotel Oy, a company of which Rami Ryhänen is the beneficial owner.

It has subsequently come to MCB's attention that the number of MCB Shares of which Rami Ryhänen is the beneficial owner is 45,878, rather than 46,878 as referred to in the Scheme Document. Accordingly, as at 18 November 2014 (being the date of the MCB Opening Position Disclosure) and as at 23 December 2014 (being the date of the Scheme Document) Rami Ryhänen was interested in a total of 124,542 MCB Shares (excluding interests held under options to subscribe for new shares), representing approximately 0.70 per cent. of the issued share capital of MCB.

MCB is today making a separate announcement to amend appropriately MCB's Opening Position Disclosure made on 2 December 2014.

Irrevocable Undertakings

In the announcement pursuant to Rule 2.7 of the Code made on 19 December 2014 and in the Scheme Document it was stated that:

(a) Rami Ryhänen had given to IPF an irrevocable undertaking in respect of the 46,878 MCB Shares (representing approximately 0.26 per cent. of the issued share capital of MCB) of which he was the beneficial owner;

(b) IPF had received irrevocable undertakings from Directors of MCB, and from certain related parties, to vote in favour of the Scheme at the Court Meeting and in favour of the General Meeting Resolution in respect of a total of 2,157,725 MCB Shares, representing approximately 12.2 per cent. of the issued share capital of MCB; and

(c) IPF had received, in total, irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and in favour of the General Meeting Resolution in respect of 14,621,990 MCB Shares, representing approximately 82.7 per cent. of the issued share capital of MCB.

In light of the fact that, as referred to above, Rami Ryhänen is the beneficial owner of 45,878, rather than 46,878, MCB Shares:

(a) the irrevocable undertaking referred to in (a) above related (and could only relate) to 45,878 MCB Shares (representing 0.26 per cent. of the issued share capital of MCB);

(b) the aggregate number of MCB Shares in respect of which IPF received irrevocable undertakings from Directors of MCB, and from certain related parties, as referred to in (b) above, was therefore 2,156,725 MCB Shares (representing approximately 12.2 per cent. of the issued share capital of MCB); and

(c) the total number of MCB Shares in respect of which IPF received irrevocable undertakings, as referred to in (c) above, was therefore 14,620,990 MCB Shares (representing approximately 82.7 per cent. of the issued share capital of MCB).

Also, one of the parties who gave to IPF an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and in favour of the General Meeting Resolution was Henry Nilert, who is an MCB Director. This irrevocable undertaking related to a total of 669,603 MCB Shares (representing approximately 3.79 per cent. of the issued share capital of MCB). Of these 669,603 MCB Shares, 53,333 MCB Shares (representing 0.30 per cent. of the issued share capital of MCB) are registered in the name of Pershing Nominees Limited. Although Pershing Nominees Limited validly exercised the votes attached to such MCB Shares in favour of the Scheme at the Court Meeting, such votes were not validly exercised in respect of the General Meeting Resolution, notwithstanding the terms of the irrevocable undertaking given by Henry Nilert to IPF.

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. The contents of this website 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: +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 20 3137 2500

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 +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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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