Update on Discussions
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
3 October 2023
Alfa Financial Software Holdings PLC ("the Company" or "Alfa")
Update on discussions
Following the Company's announcement of 27 September 2023, which was required following press speculation concerning the unsolicited approach for a possible offer being made for the entire issued and to be issued share capital of Alfa, the Board has continued to engage with Thomas H. Lee Partners, L.P. ("THL").
The discussions have continued to remain at a preliminary stage with no certainty that a firm offer will be forthcoming. The Board of Alfa are mindful of their fiduciary duties to the Company and are conscious of the established principle of the UK's Takeover Code, General Principle 6, that a company subject to an approach concerning the possibility of a takeover offer must not be hindered in the conduct of its affairs for longer than is reasonable.
After careful consideration the Board has unanimously decided to terminate Alfa's engagement with THL.
The Board remains confident in the Company's strategic direction including continued investment into the software and in high-quality people. The inherent robustness of the asset finance market, seen in the exceptionally strong late-stage pipeline, underpins our strong confidence in the outlook for the business.
In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers ("Code"), the Company remains in an offer period and THL is required, by not later than 5:00 p.m. (London time) on 25 October 2023, being 28 days after 27 September 2023, to either announce a firm intention to make an offer for Alfa in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer for Alfa, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
This announcement has not been made with the consent of THL.
The person responsible for arranging the release of this announcement on behalf of Alfa is Duncan Magrath, Chief Financial Officer.
Enquiries:
Alfa + 44 (0) 20 7588 1800
Andrew Denton, Chief Executive Officer
Duncan Magrath, Chief Financial Officer
Barclays Bank PLC, acting through its Investment Bank
(Financial Adviser and Joint Corporate Broker) + 44 (0) 20 7623 2323
Jessel Sheth
Callum West
Rob Mayhew (Corporate Broking)
Investec (Joint Corporate Broker) + 44 (0) 20 7597 4000
Patrick Robb
Virginia Bull
Important notices
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.
The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Alfa and no one else in connection with a possible offer and will not be responsible to anyone other than Alfa for providing the protections afforded to clients of Barclays nor for providing advice in relation to a possible offer or any other matter referred to in this announcement.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Alfa securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Website Publication
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.alfasystems.com, by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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