Posting of Shareholder Circular

RNS Number : 0602H

Manx Financial Group PLC

20 March 2020

 

FOR IMMEDIATE RELEASE      20 March 2020

Manx Financial Group PLC (the "Group")

Posting of Shareholder Circular

Proposed Share Buyback and Mandatory Cancellation by Manx Financial Group Plc

and

Approve a Waiver of Obligations under Rule 9 of the Takeover Code

incorporating a

Notice of Extraordinary General Meeting

Manx Financial Group PLC is pleased to announce that it has today published a Shareholder Circular in connection with a p roposed Share Buyback and Mandatory Cancellation of the Company's Ordinary Shares held by Southern Rock Insurance Company Limited ("SRICL") and resultant requirement for approval by Shareholders of a Waiver of Obligations under Rule 9 of the Takeover Code (the "Circular"). The Circular includes a Notice of EGM to be held at the Claremont Hotel, Loch Promenade, Douglas, Isle of Man IM1 2LX at 11.00 a.m. on 9 April 2020.

Copies of the Circular are being sent to Shareholders today and a copy is available on the Company's website

Extracts from the Circular are set out as an Appendix below.

This announcement contains inside information for the purposes of Article 7 of EU Regulation No. 596/2014 on market abuse. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

For further information, please contact: -

Manx Financial Group PLC Denham Eke, Chief Executive Tel [phone]

Beaumont Cornish Limited Roland Cornish/James Biddle Tel [phone]

Britton Financial PR Tim Blackstone Tel [phone]

ENDS

Appendix

Dear Shareholder

Proposed Share Buyback and Mandatory Cancellation by Manx Financial Group Plc

and Waiver under Rule 9 of the Takeover Code

1.  Share Buyback

The Company is the holding company for a group of companies with operations in the Isle of Man and the UK (the "MFG Group").

The MFG Group offer financial services to both retail and commercial customers. The principal operating companies in the MFG Group are Conister Bank Limited ("Conister"), Edgewater Associates Limited ("Edgewater") and Manx FX Limited. Both Conister and Edgewater are regulated by the IOM FSA. Conister is also, in part, regulated by the UK FCA holding certain Consumer Credit Licences.

Over recent years, the MFG Group has improved its core performance but is required by regulation to retain sufficient regulatory capital within the MFG Group (in particular the core operating subsidiaries) to allow for further growth and increased profitability.

On 6 November 2018, the Company announced that, in relation to press comment regarding a possible sale by Mr Arron Banks ("AB") of his 29.10% beneficial interest in the Group, it had been informed by AB that he was exploring options in relation to his beneficial interest in the MFG Group which could include the disposal of some or all of these holdings.

Subsequently, as variously announced between September 2019 and January 2020, AB has reduced his interest so that his remaining indirect beneficial interest is now 16,966,158 Ordinary Shares held by Southern Rock Insurance Company Limited ("SRICL"), a company controlled by AB, which represents 12.94% of the current Issued Share Capital ("ISC"). In addition to these Ordinary Shares, SRICL had also made a loan of £460,000 to the Company which is due to be repaid, renewed or converted into 5,111,111 Ordinary Shares on or before 26 April 2020 (the "SRICL Convertible Loan").

SRICL still wishes to dispose of its Ordinary Shares and therefore the Board has decided to put forward proposals to Shareholders to buy back the block of Ordinary Shares currently held by SRICL (the "Buyback Shares") in order to bring this matter to a conclusion. This is proposed at a price of approximately £0.095 per share ("Buy-Back Price") for a total consideration of £1,611,785.00 (the "Share Buyback and Mandatory Cancellation" or "Share Buyback"). This sum shall be left outstanding as a loan on the terms of a loan agreement to be entered into by MFG and SRICL (the "Loan Agreement"). Upon completion of the Share Buyback, (i) the Buyback Shares shall be automatically cancelled by operation of Isle of Man law as explained in paragraph 6 of Part II of this document and (ii) John Banks, a current Non-Executive Director of the Company, will resign as a director.

Since the terms of the buyback were negotiated and in principle agreed several weeks ago, Shareholders will be aware that there has been a significant drop in the price of the Company's Ordinary Shares on AIM in line with the collapse of market sentiment generally. However, the Buyback Independent Directors remain of the view that that this does not detract from the fundamental benefits of the Buyback which resolves the longstanding shareholding issue at a price substantially below NAV and in a way which ensures no immediate outflow of cash from the Company. The removal of the stock overhang is in their view now even more imperative in the light of the current market conditions.  For that reason, they continue to believe that the Buyback is fair and reasonable and in the best interest of the Company and its Shareholders.

Further details regarding the consideration of the Buyback Independent Directors and the Company's Nominated Adviser are detailed at paragraph 5 of this document, and the recommendation of the Buyback Independent Directors that shareholders vote in favour of the Share Buy-Back is set out at paragraph 9 below.

Concurrent with completion of the Share Buyback and Mandatory Cancellation, it is proposed that the terms applicable to the SRICL Convertible Loan will be varied pursuant to which: (i) the terms applicable to the SRICL Convertible Loan shall be amended such that the SRICL Convertible Loan will be subject to the terms of the Loan Agreement (which shall contain no ability to convert the amounts outstanding into Ordinary Shares), and (ii) the principal amount outstanding in respect of the SRICL Convertible Loan shall be increased by £25,300 to account for the reduction of the interest rate applicable to the SRICL Convertible Loan. By these means, the maximum amount of regulatory capital will be retained within the Group and thus be available to help fund the future growth for the benefit of the remaining Shareholders.

As at the date of this document, the Company has an ISC of 131,096,235 Ordinary Shares. The Company has secured an irrevocable undertaking from SRICL not to sell further shares until the transaction is either satisfied or falls away. Upon completion of the Share Buyback and Mandatory Cancellation, the Buyback Shares will be cancelled as required by the Isle of Man Companies Act 2006, and the issued share capital shall then comprise of 114,130,077 Ordinary Shares (the "Post Buyback ISC"). Accordingly, every other Shareholder's percentage share of the Company will increase by approximately 14.86%. In particular, the Share Buyback will have the following effect on the significant shareholders of the Company:

The below table sets out the position of the Shareholders who have a declared holding of 3% and over in the Company should the Share Buyback and Mandatory Cancellation be completed (including the SRICL Ordinary Shares to be issued):

Name		Holding immediately prior to the Share Buyback and Mandatory Cancellation	% of ISC		Shareholding following the Share Buyback and Mandatory Cancellation	% of Post Buyback ISC
James Mellon*	21,492,232
Gregory Bailey***	17,835,750
Concert Party		39,327,982	29.99%		39,327,982	34.46%
SRICL**		16,966,158	12.94%		0	0.00%
Aeternitas Investments plc		13,109,623	9.99%		13,109,623	11.49%
Lynchwood Nominees Limited		9,673,385	7.38%		9,673,385	8.48%
Island Farms Limited		4,222,319	3.22%		4,222,319	3.70%
Rock (Nominees) Limited		3,955,868	3.02%		3,955,868	3.47%
Others		43,840,900	33.44%		43,840,900	38.41%
Total current ISC		131,096,235	100.00%		114,130,077	100.00%

* Burnbrae holds 19,164,250 Ordinary Shares. Burnbrae is 100% beneficially owned by James Mellon. Denham Eke, CEO of MFG, is also a director of Burnbrae. Pershing Nominees Limited holds 166,666 Ordinary Shares and Vidacos Nominees Limited holds 1,468,666 Ordinary Shares in trust for James Mellon and 692,650 Ordinary Shares are held in his own name.

** Arron Banks, a former Director of MFG, is beneficially interested in 16,966,158 Ordinary Shares. These shares are held by Rene Nominees (IOM) Limited in trust for Southern Rock Insurance Company Limited ("SRICL"). John Banks, a director of MFG, is also a director of SRICL.

*** Vidacos Nominees Limited holds 17,835,750 Ordinary Shares in trust for Gregory Bailey.

Completion of the Share Buyback and Mandatory Cancellation would result in the Concert Party being obliged under Rule 9 of the Takeover Code to make an offer for the remaining Ordinary Shares then in issue and not already owned by them (further details in relation to this are set out in paragraph 3 of this Part I below). The Panel has agreed, subject to the approval by Whitewash Independent Shareholders voting on a poll on the Whitewash Resolution to be proposed at the Extraordinary General Meeting, to waive this obligation in the event that the Concert Party's aggregate holding of 39,327,982 Ordinary Shares increases to a maximum of approximately 34.46%, provided that any increase in such holding arises only as a result of the Company purchasing and cancelling the Buyback Shares. No member of the Concert Party or SRICL will be entitled to vote on the Whitewash Resolution and accordingly no member of the Concert Party or SRICL will do so. Further, Conister has a licence condition, imposed by the IOM FSA, that no single shareholder or "concert-party" may hold 30% or over of the Company's shares. The IOM FSA has confirmed to the Company that it consents to waive the licence condition in respect of the Concert Party's shareholding on the condition that the Buyback Independent Shareholders approve the terms of the Share Buyback.

In light of the requirements of the IOM FSA and the Panel, completion of the Share Buyback and Mandatory Cancellation is subject to the condition that the Buyback Resolution and the Whitewash Resolution be passed at the Company's Extraordinary General Meeting to be held on 9 April 2020 at 11.00a.m. It is expected that completion of the Share Buyback and Mandatory Cancellation will take place immediately following the passing of the Buyback Resolution and Whitewash Resolution.

2.  Waiver of Obligations under The Takeover Code and other Regulatory Consents

The Share Buyback and Mandatory Cancellation gives rise to certain considerations under the Takeover Code. Brief details of the Panel, theTakeover Code and the protections they afford are set out below.

The Takeover Code is issued and administered by the Panel. The Takeover Code governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies. The Company is such a company and its Shareholders are entitled to the protections afforded by the Takeover Code.

Under Rule 9 of the Takeover Code ("Rule 9"), where any person acquires, whether by a single transaction or a series of transactions over a period of time, interests in securities which (taken together with securities in which he is already interested and in which persons acting in concert with him are interested) carry 30% or more of the voting rights of a company which is subject to the Takeover Code, that person is normally required by the Panel to make a general offer to all the remaining shareholders of that company to acquire their shares. Rule 9 of the Takeover Code further provides that where any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any such persons acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, such person or persons acting in concert with him will normally be required to make a general offer to all remaining shareholders to acquire their shares. An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Under Rule 37 of the Takeover Code, any increase in the percentage of shares carrying voting rights held by a shareholder or persons acting in concert with the shareholder resulting from the purchase by the company of its own shares will be treated as an acquisition for the purpose of Rule 9. For the purposes of the Takeover Code, James Mellon and Gregory Bailey, along with their Connected Persons, full details of whom are set out in paragraph 2.2 of Part II of this document, form the Concert Party. As the Concert Party is currently beneficially interested in 39,327,982 Ordinary Shares, representing approximately 29.99% of the Issued Share Capital and the members of the Concert Party have previously been and are regarded by the Panel to be acting in concert, the proposed Share Buyback would result in the Concert Party being obliged under Rule 9 of the Takeover Code to make an offer for the remaining Ordinary Shares then in issue and not already owned by them. If 16,966,158 of the Ordinary Shares in issue immediately prior to the Share Buyback and Mandatory Cancellation (being the Buyback Shares) were to be purchased by the Company and subsequently cancelled, the Concert Party's aggregate holding, and maximum interest, would increase to approximately 34.46% of the Post-Buyback ISC.

The Panel has agreed, subject to the approval by the Whitewash Independent Shareholders voting on a poll on the Whitewash Resolution to be proposed at the Extraordinary General Meeting, to waive this obligation in the event that the Concert Party's aggregate holding of 39,327,982 Ordinary Shares increases to a maximum of approximately 34.46%, provided that any increase in such holding arises only as a result of the Company purchasing and cancelling the Buyback Shares. No member of the Concert Party or SRICL will be entitled to vote on the Whitewash Resolution and accordingly no member of the Concert Party or SRICL will do so.

Following the repurchase and cancellation of Buyback Shares, the Concert Party will between them be interested in Ordinary Shares carrying 30% or more of the Company's voting share capital but will not hold Ordinary Shares carrying more than 50% of such voting rights and as long as they continue to be treated as acting in concert any further increase in that aggregate interest in Ordinary Shares will be subject to the provisions of Rule 9 of the Takeover Code.  

In addition to the obligations under Rule 9 of the takeover Code, Conister has a licence condition, imposed by the IOM FSA, that no single shareholder or "concert-party" may hold 30% or over of MFG's shares (the "Licence Condition"). Upon completion of the Share Buyback and the cancellation of the Buyback Shares, the Concert Party's combined shareholding shall increase to 34.46% of the ISC. The IOM FSA has confirmed to the Company that it consents to waive the licence condition in respect of the Concert Party's shareholding on the condition that the Buyback Independent Shareholders approve the terms of the Share Buyback and Mandatory Cancellation.

In the event that the Whitewash Resolution is approved by Whitewash Independent Shareholders at the Extraordinary General Meeting, the Concert Party will not be restricted from making an offer for the Company in the future.

James Mellon and Burnbrae have convertible loans outstanding to the Company as described in paragraphs 4.1 and 4.3 of Part II of this Document. In respect of the JM Convertible Loan Agreement, on conversion in full, this would result in the issue of 13,888,889 Ordinary Shares. In respect of the Burnbrae Convertible Loan Agreement, on conversion in full, this would result in the issue of 22,666,667 Ordinary Shares. This would result in the Concert Party's shareholding increasing to 75,883,538 Ordinary Shares.

However, it is important to note that neither James Mellon nor Burnbrae are seeking to exercise either the JM Convertible Loan Agreement or the Burnbrae Convertible Loan Agreement. The JM Convertible Loan Agreement, as set out in paragraph 4.1 of Part II, requires that a conversion can only be exercised where either: (i) the conversion does not result in the Concert Party holding more than 29.99% of the ISC; or (ii) may otherwise trigger a obligation for the Concert Party to make a general offer under Rule 9 of the Takeover Code. The Burnbrae Convertible Loan Agreement, as further set out in paragraph 4.3 of Part II, requires that such conversion cannot result in the Concert Party holding 30% or more in the Company as directed by the IOM FSA. Accordingly, any issue of Ordinary Shares to the Concert Party cannot result in any increase in its beneficial interest in the Company beyond 29.99% without both the Panel and the Company's Whitewash Independent Shareholders agreeing to a waiver of the Concert Party's obligations under Rule 9 and IOM FSA consent and, as a result, have not been included in the waiver or Whitewash Resolution.

3.  The Concert Party

The Concert Party consists of James Mellon and Gregory Bailey, along with their Connected Persons, full details of which are given in Part II of this document.

4.  Summary of the Share Buyback Documents

Share Buyback Agreement

The Company and SRICL have entered into the Share Buyback Agreement, pursuant to which SRICL has agreed to sell to the Company the Buyback Shares. The consideration payable in relation to the acquisition of the Buyback Shares is £1,611,785.00 which shall be left outstanding as a loan on the terms of the Loan Agreement. Completion of the Share Buyback and Mandatory Cancellation is subject to the condition that the Resolutions be passed at the EGM. The conditions under the Share Buyback Agreement are required to be satisfied by no later than midnight on 26 April 2020. Under the Share Buyback Agreement, SRICL has provided basic title and capacity warranties to the Company. It is a term of the Share Buyback Agreement that John Banks, a current Non-Executive Director of the Company, will resign as a director.

Loan Agreement

Upon completion of the Share Buyback Agreement, the Company shall enter into the Loan Agreement with SRICL. Pursuant to the Loan Agreement, the consideration payable pursuant to the Share Buyback Agreement shall remain outstanding as a loan to the Company and shall accrue interest at the rate of 5.4% per annum which will be paid quarterly. The aggregate principal amount which will be outstanding pursuant to the Loan Agreement will be £2,097,085.00 comprising of amounts due to SRICL pursuant to the Share Buyback Agreement and also amounts outstanding pursuant to the SRICL Loan (as amended by the letter of agreement summarised below). This is repayable after a 5-year term, but the Company shall be entitled to voluntarily prepay the Loan at any time in that period.

Letter of agreement relating to the SRICL Loan

Upon completion of the Share Buyback Agreement, the Company and SRICL shall enter into a letter of agreement pursuant to which the terms applicable to the SRICL Convertible Loan will be varied such that: (i) the terms applicable to the SRICL Convertible Loan shall be amended such that the SRICL Convertible Loan will be subject to the terms of the Loan Agreement (which shall contain no ability to convert the amounts outstanding into Ordinary Shares), and (ii) the principal amount outstanding in respect of the SRICL Convertible Loan shall be increased by £25,300 to £485,300 to account for the reduction of the interest rate applicable to the SRICL Convertible Loan.

5.  Related Party Transaction

As SRICL is interested in greater than 10% of the Company's issued shares, the Share Buyback and Mandatory Cancellation is a related party transaction under Rule 13 of the AIM Rules. John Banks, a non-executive director of the Company, is also a non-executive director of SRICL. The Buyback Independent Directors, having consulted with the Company's Nominated Adviser, Beaumont Cornish, consider that the terms of the Share Buyback are fair and reasonable insofar as Shareholders are concerned.

In particular, the Buyback Independent Directors have considered the following:

1.  The benefit of removing the "overhang" of shares which may be depressing the Company's share price.

2.  The benefit of ensuring that the shares held by SRICL are disposed of in such a way as to ensure compliance with regulatory requirements and in an orderly manner so as to avoid a considerable volume of shares being sold in the market far in excess of normal daily volumes of trades.

3.  The preservation of capital resources within the Group.

4.  The Buy-Back price (approximately 9.50 pence) represents a 31.03% premium to the current share price (7.25 pence) and a discount of 40% to net asset value per share as per the 2019 Interim Results announced on 26 September 2019 (16 pence).

5.  Despite the current market volatility caused by the COVID-19 pandemic, the rationale for the Share Buy-Back remains valid.

6.  Extraordinary General Meeting

You will find set out at the end of this document a notice convening the Extraordinary General Meeting to be held at the Claremont Hotel, Loch Promenade, Douglas, Isle of Man IM1 2LX at 11.00 a.m. on 9 April 2020.

Resolution 1

The Buyback Resolution to be proposed at the EGM is an ordinary resolution, to be taken on a vote of the Buyback Independent Shareholders, to approve the terms of the Share Buyback. SRICL will not vote on the Buyback Resolution.

Resolution 2

The Whitewash Resolution to be proposed at the EGM is an ordinary resolution, to be taken on a poll of Whitewash Independent Shareholders, to approve the waiver by the Panel on Takeovers and Mergers of any requirement under Rule 9 of the Takeover Code for the Concert Party to make a general offer to Shareholders of the Company to acquire their Ordinary Shares in the Company arising as a result of the purchase by the Company of up to 16,966,158 Ordinary Shares in the capital of the Company pursuant to the Share Buyback and cancellation of the Buyback Shares, which would have the effect of increasing the Concert Party's aggregate interest to approximately 34.46% of the voting rights of the Company. No members of the Concert Party or SRICL will vote on the Whitewash Resolution.

Resolution 1 is conditional on the approval of Resolution 2.

The Company has received an irrevocable written voting undertaking from the beneficial interests of James Mellon and Greg Bailey, shareholder of the Company interested in 29.99% of the ISC.

Furthermore, the Company has received an irrevocable undertaking from Aeternitas Investments plc to vote in favour of the Resolutions in respect of its shareholding of 13,109,623 Ordinary Shares representing 9.9% of the Company's ISC.

7.  Action to be taken

Shareholders will find enclosed with this document a Form of Proxy for use in connection with the Extraordinary General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions thereon so as to be received by the Company's Registrar, Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY not later than 11.00 a.m. on 7 April 2020 as soon as possible and in any event not later than 48 hours before the time of the EGM. Completion and return of the Form of Proxy will not prevent an Independent Shareholder from attending and voting at the meeting should he/she so wish.

8.  Additional Information

Your attention is drawn to the additional information set out in Part II of this document. Shareholders are advised to read the whole of this document and not rely solely on the summary information presented in this letter.

9.  Recommendation

The Buyback Independent Directors, who have been so advised by Beaumont Cornish, believe the Buyback Resolution to be fair and reasonable and to be in the best interests of all Shareholders and the Company as a whole. In providing advice to the Buyback Independent Directors, Beaumont Cornish has considered the Buyback Independent Directors' commercial assessment. The Buyback Independent Directors unanimously recommend Buyback Independent Shareholders to vote in favour of the Buyback Resolution as the Buyback Independent Directors intend so to do in respect of their beneficial shareholdings amounting to 41,607,385 Ordinary Shares representing approximately 31.73% of the ISC held by the Buyback Independent Shareholders.

The Whitewash Independent Directors, who have been so advised by Beaumont Cornish, believe the Whitewash Resolution to be fair and reasonable and to be in the best interests of all Shareholders and the Company as a whole. In providing advice to the Whitewash Independent Directors, Beaumont Cornish has taken into account the Whitewash Independent Directors' commercial assessment. The Whitewash Independent Directors unanimously recommend Whitewash Independent Shareholders to vote in favour of the Whitewash Resolution as the Whitewash Independent Directors intend so to do in respect of their beneficial shareholdings amounting to 2,279,403 Ordinary Shares representing approximately 3.05% of the Enlarged ISC held by the Whitewash Independent Shareholders.

DEFINITIONS

The following definitions apply throughout this document and the accompanying Form of Proxy, unless the context requires otherwise or unless it is otherwise specifically provided:

"Act"	Isle of Man Companies Act 2006 (as amended)
"AIM"	a market of that name operated by the London Stock Exchange
"Articles"	the memorandum and articles of association in force as at the date of this document
"Beaumont Cornish"	Beaumont Cornish Limited, authorised and regulated by the Financial Conduct Authority
"Board"	the board of Directors of the Company as at the date of this Circular
"Burnbrae"	Burnbrae Limited
"Burnbrae CLA"	the convertible loan agreement entered into by the Company and Burnbrae which was subsequently assigned in part to James Mellon, further details of which are set out in paragraph 4.3 of Part II of this document
"Burnbrae Convertible Loan"	The convertible loan of £1,700,000 outstanding pursuant to the Burnbrae CLA, of which £1,200,000 is outstanding to Burnbrae and £500,000 is outstanding to James Mellon
"Business Day"	any day (other than a Saturday, Sunday or a public holiday) on which banks are generally open in the City of London and Douglas in the Isle of Man for the transaction of normal banking business
"Buyback Independent Directors"	the Board other than John Banks
"Buyback Independent Shareholders"	Shareholders other than SRICL
"Buyback Resolution"	the ordinary resolution to be proposed to Buyback Independent Shareholders, to approve the terms of the Share Buyback
"Buyback Shares"	16,966,158 Ordinary Shares presently held by SRICL
"Company" or "MFG"	Manx Financial Group PLC
"Concert Party"	James Mellon and Gregory Bailey, along with their Connected Persons, being the persons presumed to be acting in concert as described in paragraph 2.2 of Part II of this document
"Connected Persons"	has the meaning set out in the Takeover Code and includes a spouse, children under 18 and any company in which the relevant person is interested in shares comprising at least one-fifth of the share capital of that company
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in the Regulations)
"Directors" or "Board"	the directors of the Company whose names are set out on page 5 of this document
"Eligible Shareholders"	in respect of the Buyback Resolution, the Buyback Independent Shareholders, and in respect of the Whitewash Resolution, the Whitewash Independent Shareholders
"Euroclear"	Euroclear UK & Ireland Limited, a company incorporated in England and Wales and the operator of CREST
"Extraordinary General Meeting" or "EGM"	the extraordinary general meeting of the Company to be held at 11.00 a.m. on 9 April 2020, notice of which is set out at the end of this document
"FSMA"	the UK Financial Services and Markets Act 2000
"Form(s) of Proxy"	the form of proxy enclosed with this document for use at the EGM
"IOM"	the Isle of Man
"IOM FSA"	the Isle of Man Financial Services Authority
"Issued Share Capital" or "ISC"	the Ordinary Shares in issue as at the date of this document
"JM CLA"	the convertible loan agreement entered into by the Company and James Mellon, further details of which are set out in paragraph 4.1 of Part II of this document
"JM Convertible Loan"	The convertible loan of £1,250,000 outstanding and owing by the Company to James Mellon pursuant to the JM CLA
"Loan Agreement"	The conditional loan agreement to be entered into by the Company and SRICL on the date upon which the Share Buyback Agreement completes, further details of which are set out in paragraph 4 of Part I of this document
"London Stock Exchange"	London Stock Exchange Plc
"MFG Group"	the Company and its subsidiaries
"Official List"	the Official List of the UK Listing Authority
"Ordinary Shares"	ordinary shares of nil par value each in the capital of the Company
"Panel"	the Panel on Takeovers and Mergers
"Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/3755), as amended
"Resolutions"	the Buyback Resolution and the Whitewash Resolution
"Share Buyback and Mandatory Cancellation" or "Share Buyback"	the proposed purchase of the Buyback Shares by the Company from SRICL and their immediate cancellation
"Share Buyback Agreement"	the conditional share purchase agreement entered into by the Company and SRICL on 20 March 2020, further details of which are set out in paragraph 4 of Part I of this document
"Share Buyback Documents"	the Share Buyback Agreement and the Loan Agreement
"Shareholders"	holders of Ordinary Shares
"SRICL"	Southern Rock Insurance Company Limited
"SRICL CLA"	the convertible loan agreement entered into by the Company and Rock Holdings Limited which was subsequently assigned to SRICL, further details of which are set out in paragraph 4.2 of Part II of this document
"SRICL Convertible Loan"	The convertible loan of £460,000 outstanding and owing by the Company to SRICL pursuant to the SRICL CLA
"Takeover Code"	The City Code on Takeovers and Mergers, as amended from time to time
"UK FCA"	the UK Financial Conduct Authority
"UK" or "United Kingdom"	The United Kingdom of Great Britain and Northern Ireland
"Whitewash Independent Directors"	the Board other than James Mellon, Denham Eke, Gregory Bailey and John Banks
"Whitewash Independent Shareholders"	Shareholders other than the members of the Concert Party and SRICL
"Whitewash Resolution"	the ordinary resolution to be proposed to Whitewash Independent Shareholders, on a poll at the Extraordinary General Meeting, to approve a waiver under Rule 9 of the Takeover Code

 

END

 

 

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