Provident Financial PLC
25 June 2007
This announcement comprises an advertisement for the purposes of paragraph 3.3.2
of the Prospectus Rules made under the Financial Services and Markets Act 2000.
This announcement is an advertisement and not a prospectus and investors should
not acquire any shares in IPF (defined below) referred to in this announcement
except on the basis of information in the Prospectus (defined below). Copies of
the Prospectus may be obtained from Provident's registered office at Colonnade,
Sunbridge Road, Bradford, West Yorkshire, BD1 2LQ.
25 June 2007
Publication of Circular
Provident Financial plc ('Provident') announces that it has today posted a
circular to its shareholders (the 'Circular') giving full details of the
proposed demerger of its international home credit business ('IHC'). Pursuant
to the demerger, IHC (comprising Provident International Holdings Limited and
its wholly-owned subsidiaries) will be transferred to International Personal
Finance plc (a newly established public limited company which has been
incorporated to be the holding company of IHC) ('IPF').
In addition, Provident has also posted to its shareholders today a prospectus
prepared by IPF (the 'Prospectus') providing details of the proposed
introduction and admission of shares in IPF to the Official List of the
Financial Services Authority and to trading on London Stock Exchange plc's main
market for listed securities.
The demerger is conditional on approval by Provident's shareholders at an
Extraordinary General Meeting of Provident, which has been convened for 13 July
2007. Subject, inter alia, to Provident shareholder approval, the demerger will
result in Provident shareholders receiving one share in IPF for every Provident
share they hold. Thereafter, the expected effective date of the demerger and of
admission and commencement of dealings in IPF shares on the London Stock
Exchange is 16 July 2007.
Shortly after the demerger is effective, and upon completion of admission, the
share capital of Provident will be consolidated on the basis of one consolidated
Provident share for every two non-consolidated Provident shares. The purpose of
this share consolidation is to preserve the value of share options and awards
under Provident's employee share schemes and to maintain, so far as reasonably
practicable, the pre-demerger share price, the comparability of historic and
future earnings per share and dividend per share data.
In addition, it is proposed that shortly after the demerger the capital of IPF
will be reduced. This will create distributable reserves in IPF of approximately
£410 million. The reduction of capital was approved by a special resolution of
the current IPF shareholders on 30 May 2007 and is subject to the approval of
the Court.
Expected Timetable of Principal Events
2007(2), (3)
Posting and publication of Circular and Prospectus 25 June 2007
Latest time and date for receipt of proxy request forms from members of 11 a.m. on 10 July 2007
the Provident Financial Company Nominee Scheme for the Extraordinary
General Meeting of the Company
Latest time and date for receipt of forms of proxy for the 11 a.m. on 11 July 2007
Extraordinary General Meeting of the Company(1)
Extraordinary General Meeting of Provident 11 a.m. on 13 July 2007
Latest time and date for transfers of Provident shares to be registered 5.00 p.m. on 13 July 2007
in order for the transferee to be registered at the Demerger Record (4)
Time, Provident share register closes and Provident shares disabled in
CREST
Demerger Record Time 5.00 p.m. on 13 July 2007
Expected effective date of demerger, Provident share consolidation, 8.00 a.m. on 16 July 2007
admission and commencement of dealings in IPF shares and consolidated
Provident shares on the London Stock Exchange and crediting of IPF
shares and consolidated Provident shares to CREST accounts
Court hearing to approve the reduction of capital 18 July 2007
Dispatch of definitive certificates for IPF shares and consolidated By 27 July 2007
Provident shares (other than in respect of such shares held through
CREST) and any fractional entitlement cheques
Payment of fractional entitlements in respect of consolidated Provident By 27 July 2007
shares held through CREST
Notes:
(1) Applicable also to online forms of proxy and CREST proxy instructions.
(2) References to times in this announcement are to British Summer Time.
(3) Each of the times and dates in the above timetable is based on current
expectations and is subject to change.
(4) It is likely that transfers of Provident shares in certificated form will
need to take place earlier in order for the transferee to be on the Provident
share register at the Demerger Record Time but this will depend on Provident
shareholders' individual dealing arrangements.
Application will be made to the Financial Services Authority for the
consolidated Provident shares and the IPF shares to be admitted to the Official
List and for the consolidated Provident shares and the IPF shares to be admitted
to trading on the London Stock Exchange plc's main market for listed securities.
Copies of the Circular and Prospectus may be obtained from Provident's
registered office at Colonnade, Sunbridge Road, Bradford, West Yorkshire, BD1
2LQ. Copies of the Circular and Prospectus have today been sent to the UK
Listing Authority and will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility which is located at: Financial Services
Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 020 7676
1000.
Enquiries:
David Stevenson Provident Financial 01274 731111
This announcement does not contain or constitute or form part of, and should not
be construed as, any offer or invitation to sell or issue, or any solicitation
of any offer to purchase, any Provident shares or shares in IPF or any other
securities, nor shall it or any part of it nor the fact of its distribution form
the basis of, or be relied on in connection with, any contract or investment
decision in relation thereto. This announcement does not constitute a
recommendation regarding the securities of Provident or IPF.
This information is provided by RNS
The company news service from the London Stock Exchange
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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