Ann: GENERAL: MTF: Turners Finance Limited - Unsolicited ordinary share offer

• Release Date: 14/09/15 17:02
• Summary: GENERAL: MTF: Turners Finance Limited - Unsolicited ordinary share offer
• Price Sensitive: No
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					MTF
14/09/2015 17:02
GENERAL
NOT PRICE SENSITIVE
REL: 1702 HRS Motor Trade Finances Limited

GENERAL: MTF: Turners Finance Limited - Unsolicited ordinary share offer

Motor Trade Finances Limited (MTF) advises that Turners Limited (NZX: TNR),
through its subsidiary Turners Finance Limited (Turners), has notified MTF of
its intention to write to MTF ordinary shareholders with an unsolicited offer
to buy ordinary shares at $1.15 per share.  Turners is prepared to receive
acceptances that would take its shareholding to up to 20% of the ordinary
shares.

The proposed offer is expected to open on 17 September 2015 and close 30 days
later on 17 October 2015.

MTF recommends that ordinary shareholders who receive an offer letter from
Turners:

Read Turners' disclosure document and terms of the offer carefully and
thoroughly; and
Seek independent financial and/or legal advice if they are uncertain about
the offer or are contemplating selling their MTF ordinary shares.

Shareholders are under no obligation to accept any offer or to take any
action in respect of the Turners' offer. Unsolicited offers are subject to
the Financial Markets Conduct Regulations 2014. Under these regulations,
unsolicited offers must be made within a clear and concise disclosure
document that outlines certain prescribed information. Shareholders have a
right to cancel any acceptance of the offer up to 10 working days after the
date of their acceptance.
Turners has been an MTF shareholder originator since 2004.

Under MTF's constitution:

A single shareholder may hold up to 10% of the voting shares in the company;
and
any shareholder wanting to hold more than 10% may only do so with the
approval of both the Board and MTF shareholders at a shareholders' meeting on
the matter.  This means that the Board by itself cannot approve a shareholder
holding more than 10% of the voting shares in the company - at least 75%
shareholder approval is also required.

A transfer of shares will be approved by the Board only if the transfer
results in a shareholder continuing to hold their minimum shareholding
requirement after the transfer is complete. This means that a shareholder
originator may only agree to sell into Turners' offer those ordinary shares
that are in excess of their minimum shareholding.

Similarly, the board will only approve a transfer of shares which would
result in a shareholder holding more than 10% of the voting shares in the
company if shareholder approval to that holding has been obtained in
accordance with MTF's constitution.

This offer does not apply to the listed MTF perpetual preference shares
(NZDX: MTFHC).

Stephen Higgs
Chairman
Motor Trade Finances Limited
03 474 9716
End CA:00270120 For:MTF    Type:GENERAL    Time:2015-09-14 17:02:18