Ann: MEETING: MTF: Special meeting 13 August 2014 - update

• Release Date: 04/08/14 16:24
• Summary: MEETING: MTF: Special meeting 13 August 2014 - update
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					MTF
04/08/2014 16:24
MEETING

REL: 1624 HRS Motor Trade Finances Limited

MEETING: MTF: Special meeting 13 August 2014 - update

4 August 2014

Special meeting 13 August 2014 - update

We have received reports from shareholders that the shareholder group that
called for a Special Meeting is also actively promoting a Heartland takeover
of MTF.

We are aware that the proposers or their affiliates are advising shareholders
and originators that MTF has a liability in respect of the Sportzone case
that is not based on the case and is speculative in the extreme, to the point
of being potentially misleading and unhelpful to the Company and its
shareholders.

As the Board detailed in the Notice of Meeting:

- the quantification process in the Sportzone litigation continues and, until
completed, it is not possible to usefully quantify any liability to MTF,
because the existing High Court judgment does not determine the amount by
which MTF fees are unreasonable;
- the Sportzone litigation applies to 39 loans; it does not apply to any
other loan and it is not clear at this early stage what application any
principles that arise from this case may have on other loans initiated by
MTF;
- to seek a settlement with the Commerce Commission, as proposed, requires
MTF to admit liability in a case which has not yet been decided, removes the
ability of MTF to have the High Court case overturned on appeal, and would
require MTF to unnecessarily admit liability for a case that has not been
brought and therefore does not exist;
- it is clear to the Board that any attempt to reach a settlement with the
Commerce Commission at this point is impractical;

- MTF will review the position in light of the quantification judgment in the
Sportzone case, when it is received, and keep shareholders informed.

You have received the Notice of Meeting, which is for a shareholder meeting
to discuss seven formal resolutions put forth by nine proposing shareholders;
it should not be used as a platform for Heartland to further its ambitions.

We recommend that you do not give any undertaking to Heartland or any other
party concerning your MTF shares before the board of MTF has received any
formal proposal, taken proper advice and is able to make an appropriate
recommendation to shareholders and originators.

MTF is a valuable business with assets under management in excess of $500
million and year on year growth of 17%; it is small wonder that MTF is
attractive to its competitors.

It is important that shareholders remain united, so that maximum shareholder
value can be realised, should a takeover offer be forthcoming.

The MTF Board strongly recommends that shareholders disregard any
representations from the proposing group and from Heartland, and, as set out
in my letter of 29 July 2014, WE STRONGLY RECOMMEND THAT YOU VOTE AGAINST ALL
THE RESOLUTIONS.

It is important that you record your vote at this meeting, whether in person,
by postal vote or by proxy.  We need to put a stop to the actions of a few
shareholders who would appear to have an agenda that plays into the hands of
our competitors.

Contact:

Angus Bradshaw  Glen Todd
Managing Director  Chief Financial Officer
p: 03 467 7988  p: 03 474 6370
e: [email protected] e: [email protected]

Yours sincerely,

Stephen Higgs
Chairman
End CA:00253463 For:MTF    Type:MEETING    Time:2014-08-04 16:24:36