MCB Finance Group plc. Prospectus regarding admission to trading of SEK 100,000,000 18% Multicurrency Subordinated Fixed Rate Notes 2013/2015

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1 MCB Finance Group plc Prospectus regarding admission to trading of SEK 100,000,000 18% Multicurrency Subordinated Fixed Rate Notes 2013/2015

2 Important information This prospectus (the Prospectus ) has been prepared by MCB Finance Group plc (the Issuer ) in relation to the application for admission to trading of the loan constituted by the Issuer s SEK 100,000,000 (or the equivalent amount in EUR) 18% Multicurrency Subordinated Fixed Rate Notes 2013/2015 (the Notes ) on the regulated market (as defined in the Securities Markets Act (lag (2007:528) om värdepappersmarknaden), a Regulated Market ) of NASDAQ OMX Stockholm ( Nasdaq OMX Stockholm ). References to MCB, MCB Finance or the Group refer in this Prospectus to the Issuer and its subsidiaries, unless otherwise indicated by the context. References to a Subsidiary refer to MECB Finance AS, MCB Treasury AB (publ) ( MCB Treasury ), MCB Finance Finland Oy, MCB Finance Estonia Oü, MCB Finance Latvia SIA, UAB MCB Finance or MCB Finance Australia Pty Ltd while references to the Subsidiaries refer to all of them combined. References to ABGSC in this Prospectus refer to ABG Sundal Collier AB. References to the Senior Debt refers to the debt securities issued pursuant to the terms and conditions of MCB Treasury asset backed fixed rate notes with ISIN SE and SE The Prospectus has been prepared in accordance with the rules and regulations in the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella instrument) and Commission Regulation (EC) no 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council, as amended by Directive 2010/73/EC. The Prospectus has been approved by and registered with the Swedish Financial Supervisory Authority (the SFSA ) in accordance with the provisions in Chapter 2, Section 25 and 26 of the Swedish Financial Instruments Trading Act. It should be noted that such approval and such registration does not constitute any guarantee from the SFSA that the information in the Prospectus is accurate or complete. This Prospectus is not an offer for sale or a solicitation of an offer to purchase the Notes in any jurisdiction. It has been prepared solely for the purpose of application for admission to trading of the loans constituted by the Notes at the Regulated Market of Nasdaq OMX Stockholm. This Prospectus may not be distributed in, or into, any jurisdiction where such distribution or disposal requires additional prospectuses, registration or additional measures or is contrary to the rules and regulations in such country. Persons into whose possession this Prospectus comes or persons who acquire the Notes are therefore required to inform themselves about, and to observe, such restrictions. The Prospectus will be available at the SFSA s web site (www.fi.se) and the Group s web site (www.mcbfinance.com). Paper copies of this Prospectus may be obtained from the Issuer. Unless otherwise explicitly stated, no information contained in this Prospectus has been audited or reviewed by auditors. Certain financial information in this Prospectus has been rounded off and, as a result, the numerical figures shown as totals in this Prospectus may vary slightly from the exact arithmetic aggregation of the figures that precede them. Unless otherwise specified or unless the context otherwise requires, EUR refers to Euro, LVL refers to Latvian Lat, LTL refers to Lithuanian Litas, AUD refers to Australian dollars, SEK refers to Swedish kronor and GBP refer to United Kingdom ( UK ) pound sterling. The Prospectus shall be read together with all documents which have been incorporated by reference (please refer the Section Documents incorporated by reference on page 17 of this Prospectus) and any supplements to the Prospectus. The Prospectus is governed by Swedish law. Disputes concerning, or related to, the contents of this Prospectus shall be the exclusive jurisdiction of the courts of Sweden. The district court of Stockholm (Sw: Stockholms tingsrätt) shall be the court of first instance. Forward-looking statements To the extent this Prospectus contains forward-looking statements and assumptions regarding future market conditions, operations and results, the statements can be included in several sections and include statements concerning the Group s current intentions, assessments and expectations. The words consider, intends, deems, expects, anticipates, plans and similar expressions indicate some of these forward-looking statements. Other such statements may be identified from the context. Although the Group believes that the forecasts of, or indications of, future results, performance and achievements are based on reasonable assumptions and expectations, the Group cannot guarantee the materialization of these forecasts. Actual events and financial outcomes may differ significantly from what is described in such statements as a result of risks and other factors affecting the Group s operations. Certain risk factors are mentioned in the Section Risk Factors in this Prospectus. These forward-looking statements speak only as of the date of this Prospectus. Except to the extent required by law, the Issuer expressly disclaims any obligation or undertaking to disseminate after the date of this Prospectus any updates or revisions to any forward-looking statements made in this Prospectus whether as a result of new information, future events or otherwise. All subsequent written or oral forward-looking statements attributable to the Issuer or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained throughout this Prospectus. As a result of these risks, uncertainties and assumptions, undue reliance should not be placed on these forward-looking statements. Moreover, no assurance can be given that any of the historical information, data, trends or practices mentioned and described in this Prospectus are indicative of future results or events. 2

3 Table of contents Risk factors... 4 The Notes in brief... 9 Responsibility statement Description of the Issuer, the Group and its operations Documents incorporated by reference Addresses Terms and Conditions for the Notes

4 Risk factors All investments in notes involve a degree of risk. The financial performance of the Group and the risks associated with its business are important when making a decision on whether to invest in the Notes. A number of factors influence and could influence the Group s operations and financial performance and ultimately the Issuer s ability to meet its obligations under the Terms and Conditions. In this Section a number of risk factors are illustrated and discussed, both risks pertaining to the Group s operations and risks related to the Notes as financial instruments. This Section aims at describing the risks associated with MCB s operations and by that also the Issuer s ability to fulfil its obligations according to the Terms and Conditions for the Notes. The risk factors below are not ranked in any specific order of importance and no claim is being made that the list is exhaustive. Potential investors should carefully consider the risk factors below and other information in this Prospectus before deciding on making an investment in the Notes. An investor must, in addition, alone or together with financial and/or other advisors, consider the general business prospects, other information in the Prospectus and general information about the applicable market and companies active on that market, based on their personal circumstances. An investor should possess sufficient knowledge to assess the risk factors and sufficient financial strength to bear those risks. Additional risk factors that are not currently known or not currently considered to be material may also affect the future operations, performance and financial position of the Group, and consequently the Issuer s ability to meet its obligations under the Terms and Conditions for the Notes. Risks related to the Group s business operations Risk relating to political or economic instability The Group currently has operations in Finland, Estonia, Latvia and Lithuania (all of which are members of the European Union). In addition MCB Finance has limited operations in Australia. The Baltic countries are, to some extent, still emerging markets undergoing rapid economic, political and social development. The Group s operations in such countries are and will continue to be exposed to risks common to regions undergoing political, economic and social change, including economic recession, inflation, tax regime changes, local market disruption and labour unrest. The prevailing political, economic and social conditions in a territory may significantly affect the general demand for loans, other credit services in that territory, the creditworthiness of the Group s customers and the regulatory and taxation regime in which the Group operates. Risk relating to the current macroeconomic environment The Group s business is subject to inherent risks arising from general and sector-specific economic conditions in the Fenno- Baltic region and Australia. A deterioration in economic conditions globally and in the markets in which the Group operates, including, but not limited to business and consumer confidence, unemployment, household disposable income, the state of the housing market, foreign exchange markets, counter-party risk, inflation, the availability and cost of credit, the liquidity of global financial markets, or market interest rates may reduce the level of demand for the products and services of the Group. This may adversely affect the earnings the Group can achieve on its products and lead to reduced volumes of credit issued, reduced revenue and increased levels of impairment charges. The aforementioned factors may materially and adversely impact the Group s operating results, financial condition and prospects. In addition, a credit rating downgrade of the Republic of Finland and Australia, and any further downgrades of the Baltic countries or Eurozone countries (or a perception that downgrades may occur) may severely destabilise the markets and could have a material adverse effect on the Group s operating results, financial condition and prospects. Should the economic conditions faced by certain Eurozone member states, such as Greece, Italy, Portugal and Spain be replicated in other Eurozone member states, the risks above would be exacerbated. The exact nature of the risks faced by the Group is difficult to predict and guard against in view of (i) the severity of the global financial crisis, (ii) difficulties in predicting whether the recovery will be sustained and at what rate, and (iii) the fact that many of the related risks to the business are totally, or in part, outside the control of the Group. 4

5 Highly regulated environment The Group operates in a highly regulated environment. A Subsidiary s inability to remain in relevant consumer loan provider registers (in such jurisdictions where this is mandatory), or maintain its respective consumer credit license (in such jurisdictions where this is relevant) or a breach of any of its terms or of any other consumer credit regulation could have a material adverse effect on such Subsidiary s (and indirectly the Issuer s) business, financial condition, results of operations and prospects. Consumer credit regulations are subject to frequent change The volatile economic environment has resulted in a greater focus on regulation, and in particular, there has been an increase in the level of scrutiny placed upon lenders in the non-standard credit market. Modifications to existing legislation, regulation, rules, guidance, codes of conduct, government policies and/or their respective interpretations and/or new legislative and/or regulatory initiatives, may affect the industry and markets in which the Group operates. The consumer credit regulations are subject to frequent change in Finland, Estonia, Latvia, Lithuania and Australia, and it is unclear how these changes could specifically impact on each Subsidiary s (and indirectly the Issuer s) business. Any material change in the consumer credit regulation could have a material adverse effect on the respective Subsidiary s (and indirectly the Issuer s) business, financial condition, results of operations and prospects. A legislative initiative in Finland has recently been adopted. The new legislation will enter into force 1 June 2013 and, inter alia, put a limit on the annual percentage rate (APR) that the Finnish Subsidiary is permitted to charge and impose an obligation on the Finnish Subsidiary to evaluate the consumers creditworthiness more rigorously. In addition, in the Baltic countries regulatory changes have been initiated or are in the early stages of consideration regarding consumer loans generally which could affect the MCB s business in these regions. The purpose of such legislative or regulatory amendment programmes are to, amongst others, guard against irresponsible borrowing by consumers and to ensure more thorough evaluation by lenders of the consumer s creditworthiness. This new legislation is likely to have a material impact on the Issuer s business, financial condition, results of operations and prospects. There can be no assurance that the Group s financial performance will not be adversely affected should unforeseen events relating to regulatory risk arise in the future, which may materially and adversely affect, amongst other things, the Group s product range and activities, the sales and pricing of its products, the Group s profitability, solvency and capital requirements and may give rise to increased costs of compliance. Counterparty risk Counterparty risk is part of the Group s operations of extending short and medium term consumer loans. A certain amount of delinquencies and impairments is anticipated. In addition, the Group is exposed to risks associated with the uncontrolled deterioration in the credit quality of its customers which may be driven by, for example, socio-economic or customer-specific factors linked to economic performance. For instance, in 2009, the Group experienced a significant rise in impairment levels due to the global economic downturn. The impact of higher impairment levels on the profitability of the Group is likely to be exacerbated by a consequent reduction in the reservable customer population (those current customers with the potential to take a new loan) causing a rapid fall in the Group s revenue at a time of increased impairments. Declining credit quality and increased impairment levels impact profitability and the number of reservable customers and could ultimately have a material adverse effect on the Group s business, results of operations and financial condition. Although the Group has undertaken extensive research to predict future potential impairments and credit losses on which the Group s lending model is based, there is no guarantee that these estimates will prove accurate. An increase in the level of credit losses will have an adverse impact on the Group s business, financial condition and results of operations. The Group is also exposed to counterparty risk related to the risk that the Group will suffer loss in the event of default by a bank counterparty. The risk arises as a result of occasional cash deposits placed with banks and the use of derivative financial instruments with banks and other financial institutions. A default occurs when a bank fails to honour payments as they fall due. 5

6 Key employees The Group is dependent on its ability to attract, motivate and retain high quality and highly skilled management. The Group is dependent on existing key executives and it s senior to middle management in order to sustain, develop and grow its business and there can be no assurances that these employees will remain with the Group. The loss of key personnel or of a substantial number of talented employees or an inability to attract, retain and motivate the calibre of employees required for the continuation of, and the expansion of, the Group s activities, could cause disruption and adversely affect its business, results of operations and financial condition. Operational risk The Group is dependent on its ability to process a large number of transactions efficiently and accurately. The Group s ability to develop business intelligence systems, to monitor and manage collections, to maintain financial and operating controls, to monitor and manage its risk exposures across the Group, to keep accurate records, to provide high-quality customer service and to develop and sell profitable products and services in the future depends on the success of its business continuity planning, the uninterrupted and efficient operation of its information and communications systems, including its information technology, and the successful development and implementation of new systems. However, in common with information technology systems generally, losses can result from inadequate or failed internal control processes and protection systems, human error, fraud or external events that interrupt normal business operations. This may result in a loss of data and a failure to provide quality service to customers. Although the Group has in place certain business continuity plans to guard against service disruptions, there is no guarantee that the Group s business continuity plans prove to be adequate at all times. If any of the above risks materialise, the interruption or failure of the Group s information technology and other systems could impair the Group s ability to provide its services effectively causing direct financial loss and may compromise the Group s strategic initiatives. Technology failure or underperformance could also increase the Group s litigation and regulatory exposure or require it to incur higher administrative costs (including remediation costs). Further, an irrecoverable loss of any customer database would be expensive and time-consuming to endeavour to retrieve or recreate and would have a material adverse effect on the Group s operations and financial situation. Reputational risk Reputational risk is the risk that an event or circumstance could adversely impact on the Group s reputation. Operating as it does in the non-standard credit market leads to greater scrutiny of the Group s activities and any adverse publicity from the activities of legislators, pressure groups and the media could potentially have a detrimental impact on the Group s sales and collection activities. Media and pressure activity can increase during an economic downturn or when the Group is not performing well. Despite measures taken to manage reputational risk, there can be no assurance that the Group s financial performance will not be adversely affected should unforeseen events relating to reputational risks arise in the future. Each Subsidiary s business relies on outsourcing relationship with partners Each Subsidiary s business model involves extensive outsourcing of various operating functions, such as collecting of certain credit and other customer information, customer identification, IT-related services and debt collection. This makes each Subsidiary dependent on its outsourcing partners and exposes such Subsidiary to the risk that existing partners will fail to adequately perform these outsourcing services, as well as the risk that such Subsidiary will be unable to find new outsourcing partners if any existing partners terminate their relationship with relevant Subsidiary. Delay in enforcing Subsidiary s rights Enforcement of loans granted to consumers are in some jurisdiction subject to, inter alia, mandatory stay periods and/or certain minimum amounts outstanding. Any delays in enforcing a Subsidiary s rights in its respective jurisdiction may have an adverse effect on such Subsidiary s business, financial condition, results of operations and prospects. Exposure to currency risks MCB currently operates in Finland, Estonia, Latvia, Lithuania and Australia and as a result generates revenues in EUR, LVL, LTL and AUD. However, the Group s reporting currency is EUR and is as a consequence exposed for currency translation risk to the extent that the assets, liabilities, revenues and expenses of the Group are denominated in currencies other than 6

7 EUR. Consequently, there is a risk that increases and decreases in the value of the EUR versus LVL, LTL and AUD will affect the amount of these items in MCB s consolidated financial statements, even if their value has not changed in the original currency. Furthermore, the financing of the Group including the interest costs related to the Senior Debt and the Notes are in SEK. Although MCB has put in place an arrangement for the purpose of hedging the currency exposure of all amounts outstanding under the Senior Debt, the currency risk under the Notes is not hedged and the Group. The Group is thus exposed to a potential appreciation of the SEK versus the EUR and such appreciation could negatively affect the Group s financial results. Liquidity risk Liquidity risk is the risk that the Group will have insufficient liquid resources available to fulfil its operational plans and/or meet its financial obligations as they fall due. Credit markets and economic conditions continue to be difficult making it more challenging for companies to obtain funding. Despite several measures taken to manage liquidity risk, there can be no assurance that the Group s financial performance will not be adversely affected should unforeseen events relating to liquidity risks arise in the future. Risk of funding MCB s operation is to a large extent funded by shareholders equity and from the debt capital markets. The risk of funding relates to securing financing, refinancing of outstanding loans or securing additional loans at commercially viable terms at a specific point in time. These factors infer risk for the Group s operations, its financial position and ability to meet its financial commitments. Risks relating to the Notes Structural subordination No present or future Subsidiary will guarantee or provide any security for the Issuer s obligations under the Notes and consequently the Noteholders do not have any recourse to the assets of the Issuer s present or future Subsidiaries. Contractual subordination and encumbered assets As consideration for Senior Debt being made available to MCB Treasury, the Issuer guarantees all of MCB Treasury s present and future obligations and liabilities under the Senior Debt (the Guarantee ). The Noteholders will be fully subordinated to all present and future claims of any present and future creditor of the Group (as long as the Senior Debt remain outstanding), including, but not limited to, any present and future claim pursuant to the Guarantee. A substantial part of the Group s assets are encumbered as a result of securing the Senior Debt and the proceeds from an enforcement of such assets may not be sufficient to pay any other creditors than creditors of Senior Debt. Up-streaming of funds to the Issuer The Issuer is a holding company and holds no significant assets other than the shares in the Subsidiaries and as such the Issuer is reliant on the ability of other entities within the Group to advance loans or make dividend distributions to the Issuer so as to enable it to make payments under the Notes. The Issuer is thus dependent upon receipt of sufficient income arising from the operations of the Group. The ability of the Subsidiaries to make such payments to the Issuer is subject to, among other things, the availability of funds, corporate restrictions, the terms of each operation s indebtedness and security arrangements to support such indebtedness and local law. Withholding tax on interest payments Although the Group is headed by a UK holding company, the Group does not have substantial operations in the UK. This exposes the Group to the UK s international tax regime, including its controlled foreign companies regime, and makes the UK tax position more difficult to manage. Currently no UK withholding tax will be levied on interest payments under the Notes provided that the Notes are listed on the Regulated Market of Nasdaq OMX Stockholm (and, for the avoidance of doubt, not on NASDAQ OMX First North) prior to the first Interest Payment Date (the Listing Exemption ) and remain so listed on each interest payment date. If such listing by that time is not achieved by the Issuer, then the Issuer may in respect of certain Noteholders (e.g., UK tax resident individual noteholders and non-uk tax resident individual and corporate noteholders) be 7

8 obliged to withhold a 20% withholding tax on interest payments being made to such noteholders. Such withholding tax may, subject to the Noteholder making a successful tax treaty claim, be reduced or eliminated under a relevant tax treaty. If the Issuer is required to deduct UK withholding tax from interest payments, it will be required to make a tax gross-up payment unless it determines (in its sole discretion) that the Noteholder may obtain a tax credit for the UK withholding tax deducted. If the Issuer is required to make a gross up payment, such additional expenditure could materially and adversely affect the Issuer s and the Group s financial position and ability to meet its financial commitments. Credit risks Investors in the Notes carry a credit risk relating to the Issuer. The investor s ability to receive payment under the Terms and Conditions for the Notes is therefore dependent on the Issuer s ability to meet its payment obligations, which in turn is largely dependent upon the performance of the Group s operations and its financial position. The Group s financial position is affected by several factors of which a number have been discussed above. Furthermore, restrictions on the ability of the Group to freely move capital and dividends from subsidiaries may inhibit or prevent the Group from meeting its obligations to repay loans or meet other obligations. An increased credit risk may cause the market to charge the Notes a higher risk premium, which would affect the Notes value negatively. Another aspect of the credit risk is that a deteriorating financial position of the Group may reduce the Group s possibility to receive debt financing at the time of the maturity of the Notes. Majority decisions by the Noteholders According to the Terms and Conditions, certain majorities of the Noteholders have the right to make decisions and take measures that bind all Noteholders. Consequently, the actions of a majority of Noteholders could impact the Noteholders rights in accordance with the Terms and Conditions in a manner that is undesirable for some of the Noteholders. Interest rate risks The Notes value depends on several factors, one of the most significant over time being the level of market interest. Investments in the Notes involve a risk that the market value of the Notes may be adversely affected by changes in market interest rates. Liquidity risks The Issuer cannot guarantee that a liquid market for trading in the Notes will occur and that such trading is maintained. The Issuer will apply for admission to trading of the loan constituted by the Notes at Nasdaq OMX Stockholm in connection with the approval of this Prospectus by the SFSA. Even if securities are admitted to trading on a Regulated Market, active trading in the securities does not always occur. This may result in Noteholders not being able to sell their Notes when desired or at a price level which allows for a profit comparable to similar investments with an active and functioning secondary market. Lack of liquidity in the market may have a negative impact on the market value of the Notes. Furthermore, the nominal value of the Notes may not be indicative comparing to the market price of the Notes if the Notes are admitted for trading at Nasdaq OMX Stockholm. It should also be noted that during a given time period it may be difficult or impossible to sell the Notes due to, for example, severe price fluctuations, close down of the relevant market or trade restrictions imposed on the market. Risks relating to the clearing and settlement in Euroclear s book-entry system The Notes are affiliated to Euroclear Sweden AB s ( Euroclear ) account-based system, therefore no physical notes have been, or will be, issued. Clearing and settlement relating to the Notes is carried out within Euroclear s book-entry system as well as payment of interest and repayment of the principal. In addition, the Issuer (or the Issuing Agent or any other person appointed by the Issuer) will effectuate the duties of Euroclear following the occurrence of a Tax Event (as defined in the Terms and Conditions). Investors are therefore dependent on the functionality of Euroclear s account-based system and, following a Tax Event, the ability of the Issuer (or the Issuing Agent or any other person appointed by the Issuer) to effectuate such duties. 8

9 The Notes in brief This Section contains a general and broad description of the Notes and is not a comprehensive description of the Notes. Potential investors should therefore carefully consider the Prospectus as a whole, including documents incorporated by reference, before a decision is made to invest in the Notes. The full terms for the Notes can be found in the Section Terms and Conditions for the Notes (the Terms and Conditions ). Concepts and terms defined in the Section Terms and Conditions for the Notes or anywhere else in the Prospectus are used with the same meaning in the summary unless otherwise is explicitly understood from the context. Issuer: Business description: The Notes: MCB Finance Group plc, a public limited liability company incorporated under the laws of England and Wales with Reg. No MCB Finance is a consumer finance business making short and medium term loans to private individuals. The Group offers term loans up to EUR 2,000 (or the equivalent thereof in LVL or LTL) with maturities up to 24 months. The Group currently operates in Finland, Estonia, Latvia, Lithuania and Australia through the Credit24 brand. MCB operates broadly the same business model across its different national markets backed by a highly automated credit extension and credit repayment and collection system. Lithuania constitutes the largest share of the loan principal issued (2012) followed by Finland, Estonia, Latvia and Australia. The Notes constitute direct, unconditional and unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among them. The Notes are fully subordinated to all present and future claims of any present and future creditor of the Issuer, including, but not limited to, any present or future claim pursuant to the Guarantee. A Noteholder may not for as long as any Senior Debt remain outstanding: (a) demand or receive payment, prepayment or repayment of, or accept discharge by way of set-off, of any principal of the Notes; (b) demand or receive, or accept discharge by way of set-off, any interest on the Notes after the occurrence of an event of default pursuant to the terms and conditions of the Senior Debt; (c) receive or permit to subsist, any Security or other encumbrance, or receive or allow to subsist any financial support, for the Notes; or (d) commence any proceedings against the Issuer or any member of the Group in respect of any Notes, including applying for enforcement of any amount outstanding or for liquidation or bankruptcy. ISIN: Listing on a Regulated Market: Denomination: ISIN: SE in respect of the SEK Notes. ISIN: SE in respect of the EUR Notes. The Issuer has undertaken to use its best efforts to ensure that each loan constituted by the Terms and Conditions is listed on the Regulated Market of NASDAQ OMX Stockholm no later than on the first Interest Payment Date after the issuance of such loan, and remain so listed or, if such listing is not possible to obtain or maintain, on another Regulated Market. The Issuer shall, following a listing, take all actions on its part to maintain the listing of the Notes. SEK and EUR. 9

10 Loan amount: The aggregate amount of the Notes which may be issued under the Terms and Conditions is SEK 100,000,000 (or the equivalent in EUR). SEK Notes in the total amount of SEK 45,000,000 (45 Notes) have been issued in a first tranche as Initial Notes. No EUR Notes have been issued as Initial Notes. Initial Issue Date: 19 March The Issuer may, at one or several occasions, issue Subsequent Notes in the form of SEK Notes or EUR Notes up to the Available Note Amount. Redemption Date: Nominal value and round lot: Interest rate: Interest payment date: Undertakings: 19 March The Issuer may at its own discretion extend the tenor by up to one year. Each SEK Note is issued in a Nominal Amount of SEK 1,000,000 and each EUR Note is issued in a Nominal Amount of EUR 100,000, which is also the minimum trading lot. The Notes carry a fixed interest rate of 18.00% per annum. Should the tenor be extended, the coupon will increase to 20% per annum from (but excluding) 19 March Interest on the Notes shall be paid quarterly on the 19 of each June, September, December and March during the life of the Notes. The first Interest Payment Date shall be 19 June 2013 and the last Interest Payment Date for the Notes shall be on the Final Redemption Date. The Issuer has made undertakings only in relation to the following: Chance of business; Compliance; Books and records; Financial Indebtedness (not to incur any financial indebtedness other (i) where a member of the Group is lending to the Issuer; (ii) arising in the ordinary course of business with suppliers of goods or services with a maximum duration of 90 days; and (iii) any Financial Indebtedness not permitted by (i) to (ii) above provided that the aggregate amount of such indebtedness does not exceed EUR 100,000 (or the equivalent in any other currency); and Listing (see Listing on a Regulated Market above). For a full review of the undertakings, please see Condition 11 of the Terms and Conditions. Events of Default: The Agent is entitled to, on behalf of the Noteholders, declare all, but not only some, of the Notes due for payment immediately or at such later date as the Agent determines by notice to the Issuer, upon the occurrence of events relating to: non-payment; non-compliance with other contractual obligations under the Transaction Documents; invalidity, ineffectiveness or variation of Transaction Documents; insolvency; breach of the Equity and Equity Equivalent Debt to total assets ratio; dividend payments; change of control; cross payment default; and mergers and consolidations. The Events of Default are subject to exceptions and qualifications. For a full review of the 10

11 Events of Default, please see Condition 12 of the Terms and Conditions. Credit risk rating: Form of the Notes and effectuation of payments: Issuing Agent: Agent: Governing law and jurisdiction: Neither the Issuer nor the Notes have been assigned a credit rating from a rating agency or similar. The Notes are affiliated to Euroclear s account-based system, and no physical notes have been, or will be, issued. Clearing and settlement relating to the Notes are carried out within Euroclear s book-entry system as well as payment of interest and repayment of the principal. Payment of principal and interest as well as, if applicable, withholding of preliminary tax will be made by Euroclear. The Issuer (or the Issuing Agent or any other person appointed by the Issuer) will effectuate the duties of Euroclear following the occurrence of a Tax Event (as defined in the Terms and Conditions). ABG Sundal Collier Norge ASA acts as Issuing Agent. CorpNordic Sweden AB acts as Agent. Pursuant to the Agency Agreement between the Issuer and the Agent, the Agent undertakes to represent the Noteholders in accordance with the Terms and Conditions. The Terms and Conditions are governed by and construed in accordance with the laws of Sweden. Any dispute or claim arising in relation to the Terms and Conditions shall be determined by Swedish courts and the District Court of Stockholm (Stockholms tingsrätt) shall be the court of first instance. 11

12 Responsibility statement The Issuer issued the Notes, in accordance with authorization granted by the Issuer s board of directors, referred to in this Prospectus on 19 March The Prospectus has been prepared for the purpose of applying for an admission to trading of the loan constituted by the Notes at the Regulated Market of Nasdaq OMX Stockholm and in accordance with the Commission Regulation (EC) no 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council and the rules and regulations in Chapter 2 of the Swedish Financial Instruments Trading Act. The Issuer accepts responsibility for the information contained in this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. 13 May 2013 MCB Finance Group plc 12

13 Description of the Issuer, the Group and its operations History and development The Group was formed via the incorporation of MCB Finance Estonia Ou (for the purpose of this Section, MCB OU ) in 2005, organized under the laws of Estonia. On 21 August 2006, MCB OU commenced operations in Estonia offering shortterm loans to private individuals. In October 2006, MCB Ou started operations in Finland, in 2007 MCB commenced operations in Lithuania and Latvia and in 2012 MCB initiated operations in Australia. As part of a pre-listing reorganisation of the company in November 2006, MCB Finance AS was incorporated in Estonia with Estonian registry code and acquired MCB Ou and its Finnish subsidiary. In December 2006 MCB Finance AS was acquired by the Issuer in order to float the shares on the AIM market of the London Stock Exchange. The Issuer is incorporated under the laws of England and Wales with Reg. No Business and operations Introduction The Group provides fast, convenient, easily understood and flexible credit solutions to retail customers in Finland, the rapidly-growing Baltic countries of Estonia, Latvia and Lithuania (the Fenno-Baltic Region) and Australia. Operating through the Credit24 brand, the Group commenced its business in Estonia and Finland and expanded to the other Baltic markets within a relatively short period of time in order to capitalise on the significant growth of the consumer credit sector throughout the Fenno-Baltic Region. In 2012 MCB began limited operations in Australia as well launched its online sales offering in Lithuania under the brand name Sving. The Group operates broadly the same business model across its different national markets, yet remains flexible in terms of specific products offered. The Group currently offers term loans up to EUR 3,000 and with maturities up to 24 months to qualifying customers. Due to amendments in the Finnish consumer credit legislation entering into force on 1 June 2013, MCB will materially modify its customer offering in Finland in order to comply with these amendments. Objective and strategy of the Group The objective of the Group is to be a leading provider of unsecured credits by: Offering an attractive selection of products under the Credit24 (consumer credits) and Sving (online sales financing) with transparent terms, good ease of access and high quality customer service Using high impact strategic and tactical marketing, employing the full spectrum of available media to drive growth and provide brand differentiation Maximising operational efficiency through rigorous monitoring of marketing, credit extension, collection and customer data In the near term MCB Finance intends to focus on: Continued profitable growth in current markets Profitable expansion into larger markets Profitable expansion into related product segments Business Operations The Group has prescribed processes to manage its business operations in sales and marketing, credit extension, payment management, customer relationship management and internal back-office operations. The Issuer s subsidiary MCB Treasury AB acts as the Group s internal bank by extending secured loans to the Subsidiaries and, under certain circumstances, new additional operating members of the Group. Credit Extension The Group has detailed procedures covering each step of the credit extension process in order to ensure accuracy, manage credit risk and minimise the possibility of fraud while seeking to maximise customer satisfaction. The Group s credit 13

14 extension process is rigorous yet to a significant extent automated to reduce operating costs and minimise human error. The process is supported by MCB s technology systems which allow customers to apply online, facilitates communications with customers, and allow the Group to manage the customer identification and credit verification parts of the process. Customer care representatives are available by and telephone for support and to answer questions. A significant amount of work has been invested into developing the Group s processes, with the overall target to have a robust credit extension process, yet being flexible and transparent for the Group s customers. MCB continuously monitors the credit extension and repayment performance of extended loans and can as a consequence fine tune its product offering. Credit repayment and collection The Group has established procedures to monitor and manage the repayment process. Invoices or payment plans are sent to customers before the repayment date. If repayment is not received by the due date, MCB initiates a reminder process which is tailored to the requirements of each market and in these circumstances the customers are liable for additional charges. The Group s policy is, where possible, to co-operate with customers who face difficulties repaying their loans. Overdue receivables are transferred to the Group s collection partners. MCB works with reputable and well established credit collection agencies in each market to ensure the prompt repayment of as many loans as possible and management of loans in arrears. The Group approves and monitors correspondence between the credit collection agencies and the customers to ensure a consistent approach. If the collection process is unsuccessful MCB may seek to recover its receivable through a court ordered collection process. Non-performing loans may be sold to third parties. Customer relationship management MCB maintain an on-going relationship with its customers to maximise repeat business and reduce customer acquisition costs. Customers who have repaid a loan on time may qualify for larger and longer term loan options. In addition, the Group s customer relationship management system allows MCB Finance to monitor the track-record of its customers which acts as an additional control for credit extension. Geographical segments MCB offer short-term loans to private individuals in Finland, Estonia, Latvia, Lithuania ( Established Markets ) and Australia. Lithuania is the largest contributor to the Group s revenues as well as loan principal issued while Finland is the second largest. Loan principal issued (Established Markets), 2012 Revenue distribution (Established Markets), % 34% 18% 28% 37% 15% 33% 21% Finland Estonia Lithuania Latvia Finland Estonia Lithuania Latvia Legal structure The Issuer is the parent company of the Group. The Issuer directly owns one Subsidiary, MCB Finance AS, which in turn owns the Group s operating Subsidiaries as well as the treasury company MCB Treasury. Since the Group s operations are carried out in the Subsidiaries, the Issuer is dependent on the financial performance of its Subsidiaries for servicing its financial obligations under the Bond. 14

15 MCB Finance Group plc 100% MCB Finance AS 100% 100% 100% 100% 100% 100% MCB Treasury AB MCB Finance Finland Oy MCB Finance Estonia Ou MCB Finance Lithuania UAB MCB Finance Latvia SIA MCB Finance Australia Pty Ltd Share capital, shares and major shareholders According to the Issuer s current Articles of Association adopted on 29 May 2008, the share capital is GBP 3,000,000 divided into 30,000,000 ordinary shares of GBP 0.10 each. As of the date of this Prospectus a total of 17,690,007 shares had been issued and fully paid. Each share has one voting right and all shares have equal rights to the Issuer s profits and assets. The largest shareholders in the Issuer as of the date of the Prospectus are: Shareholder Number of shares % of capital and votes Mobile Credit Finland Oy 3,982, % IIU Nominees Limited 2,581, % Orient Equity Partners 2,129, % Boxtel Oy 1,805, % H. Nilert, private and through Birch Holding Limited 1,228, % P. Lorange 844, % Philippe Duleyrie 803, % Europanel AB 740, % Conils Ltd 681, % Hansa Eastern European Equity Fund 533, % Shareholders holding more than 3% 15,329, % Other 2,360, % Total 17,690, % The Issuer operates a share incentive plan, under which share options have been granted to directors and selected employees. As of the date of this Prospectus, the Issuer has 2,213,562 options outstanding, not all of which are exercisable. The options outstanding have a range of exercise price of GBP 0.41 to GBP 1.0 and have expiry periods ranging between 31 March 2013 and 30 June

16 Board of Directors Name Position Selected other assignment(s) Dr Anton Mayr Philippe Duleyrie Rami Ryhänen Paul Aylieff Non-Executive Chairman Non-Executive Director Chief Executive Officer Chief Financial Officer Henry Nilert Head of Corporate Development Senior Management Founder and Managing Director of Stratos Ventures Inc., a venture development company focused on environmental technologies. Over 15 years experience in financial services for the under-banked. Senior Advisor at the Rye Group LLC, a strategic advisory firm in global money transfer, electronic payments and pre-paid card. CEO since inception in Previously CEO of Jippii Mobile Entertainment Oy (sold to itouch Plc), CEO Small Planet Limited, Customer Relationship Director of Sonera Oyj. MBA from the Institute for International Management Centers. CFO since Previously with RBS and Bank of America Merill Lynch (Head of EMEA Corporate Banking). Paul holds an M.A. in Economics from Cambridge University and an M.Sc. in Accounting and Finance from the London School of Economics. Previously CFO between 2006 and 2012 and Head of Corporate Development since Previously at Crystal Capital Partners LLP (private equity), Co-founder and COO of iobox (wireless software, sold to Telefonica), investment banking (CSFB, Evli). BA in Political Sciences from Dartmouth College. Name Position Born Employed since Rami Ryhänen Chief Executive Officer Paul Aylieff Chief Financial Officer Henry Nilert Head of Corporate Development The office address of the Board of Directors and the Senior Management is the registered office of the Issuer (please refer to the Addresses section below). Auditors Senior statutory auditor Rüdiger Lang is appointed ordinary auditor for the Issuer. Rüdiger Lang is a German certified Chartered Accountant and a member of the Institute of Chartered Accountants in England and Wales. Mazars LLP Tower Bridge House St Katharine s Way London E1W 1DD United Kingdom Tel: Web page: Mazars LLP has been engaged as the responsible auditing firm since the inception of the Issuer. Costs associated with the admission to trading of the Notes ABGSC acted as financial advisor and Issuing agent to the Issuers in conjunction with the issue of the Notes. For these services ABGSC received remuneration. ABGSC receives no additional remuneration for assisting the Company in conjunction with the admission to trading of the Notes. The Issuer estimates that the aggregated cost for the admission to trading amounts to SEK 200,000. This includes, among others, consultant fees, costs for approval of the Prospectus by the SFSA and fees to Nasdaq OMX Stockholm. 16

17 Trend information There has been no material adverse changes in the prospects of the Issuer since the date of its last audited financial statements. Significant changes No significant negative changes of the Issuer s prospects, financial position or market position have occurred since the date of its last audited financial statements. No significant changes in the Issuer s financial position or market position have occurred between the publication of the audited annual report for 2012 and the completion of this Prospectus. Litigation The Group is not currently, and has not within the last twelve months been, subject to any material court or administrative proceedings which could have a significant effect on the Group s financial position or profitability. Neither the Issuer nor the Group is aware of any legal proceedings or arbitration proceedings that could arise and which could have a significant effect on the Issuer s or the Group s financial position or profitability. Material agreements On 7 March 2012 the Subsidiary MCB Treasury issued SEK 200 million asset backed fixed rate notes at a fixed interest rate of 13% per annum, also referred to herein as the Senior Debt. On 7 July 2012, MCB Treasury issued an additional SEK 60m of Senior Debt. On 7 May 2013, MCB Treasury resolved to issue an additional SEK 86m and EUR 0.5m of Senior Debt. In total, MCB Treasury can issue up to SEK 500m in Senior Debt The purpose of the issuance was to finance the operations of the Group and in particular to finance the extension of consumer loans by the Subsidiaries and possibly, under certain circumstances, new additional operating companies of the Group. The issue proceeds was used to extend intra-group loans to certain Subsidiaries. The final redemption date for the Senior Debt is 7 March A substantial part of the Group s assets are encumbered as a result of securing the Senior Debt. The obligations of MCB Treasury under its notes are directly secured by way of pledges over the Issuer s bank accounts, MCB Treasury s rights under certain currency loans made to Swedbank AB (publ) for deposit purposes as well as by way of a third party pledge of the shares in MCB Treasury granted by MCB Finance AS. In addition, the obligations of MCB Treasury under its notes are secured by an unconditional and irrevocable guarantee issued by the Issuer. The guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Issuer under the transaction documents to which it is a party. The obligations of each Subsidiary under the relevant intra-group loan are secured by way of a pledge over the consumer loans granted by that Subsidiary and by way of a pledge over that Subsidiary s bank accounts (or rights to such bank accounts) to which payments of interest and principal under the consumer loans are paid. Subject to certain qualifications, MCB Treasury may issue further notes under the Senior Debt up to a total amount of SEK 500 million. Conflicts of interest To the Issuer s knowledge, none of the members of the Board of Directors or the Senior Management of the Issuer has a private interest that may be in conflict with the interests of the Group or the Issuer. ABGSC employees may from time to time own Notes and/or shares in the Issuer. Although MCB Finance is not currently aware of any conflicts of interest, it cannot be excluded that conflicts of interest may come to arise between companies in which members of the Board of Directors and members of the senior management have duties, as described above. Documents available for inspection Copies of the following documents can be obtained from the Issuer in paper format during the validity period of the Prospectus at the Issuer s office. 17

18 The memorandum and articles of association of the Issuer All documents which by reference are a part of the Prospectus Documents incorporated by reference In this Prospectus the following documents are incorporated by reference. The documents have been made public and have been handed in to the SFSA. Reference Non-audited financial information regarding the Group s business, Q Audited financial information regarding the Group s business, 2012 Auditor s report for the financial year ended 31 December 2012 Audited financial information regarding the Group s business, 2011 Auditor s report for the financial year ended 31 December 2011 Document MCB Finance s consolidated quarterly report for financial quarter ended 31 March 2013, page MCB Finance s consolidated annual report for financial year ended 31 December 2012, page MCB Finance s consolidated annual report for financial year ended 31 December 2012, page MCB Finance s consolidated annual report for financial year ended 31 December 2011, page MCB Finance s consolidated annual report for financial year ended 31 December 2011, page Investors should read all information which is incorporated in the Prospectus by reference. The documents can be obtained in paper format from the Issuer s office. 18

19 Addresses MCB Finance Group plc Waverly House 5 7 Noel Street W1F 8GQ United Kingdom Web page: ABG Sundal Collier AB Regeringsgatan Stockholm Sweden Tel: Web page: Mannheimer Swartling Advokatbyrå AB Norrlandsgatan 21 Box Stockholm Sweden Tel: Web page: Euroclear Sweden AB P.O. Box Stockholm Sweden Tel: Web page: CorpNordic Sweden AB P.O. Box Stockholm Sweden Tel: Web page: 19

20 Terms and Conditions for the Notes TERMS AND CONDITIONS FOR MCB FINANCE GROUP PLC UP TO SEK 100,000,000 SUBORDINATED FIXED RATE SEK NOTES ISIN: SE SUBORDINATED FIXED RATE EUR NOTES ISIN: SE The distribution of this document and the offer of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the Issuer to inform themselves about, and to observe, such restrictions. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, or any state securities laws, and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered, directly or indirectly, within the United States of America or to, or for the account or benefit of, U.S. persons. 20

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