REG - Alfa Financial Soft - Update on Discussions

Alfa Financial Software HoldingsAnnouncement

03/10/2023 14:15

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RNS Number : 5610O  Alfa Financial Software Hldgs PLC  03 October 2023

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 (http://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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