Result of EGM

RNS Number : 4601I

Provident Financial PLC

21 March 2018

 

21 March 2018

Provident Financial plc - Results of General Meeting

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, THE RUSSIAN FEDERATION, THE PEOPLE'S REPUBLIC OF CHINA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Further to the announcement made by Provident Financial plc (the "Company" or "Provident Financial") on 27 February 2018 and the circular dated 27 February 2018 (the "Circular") containing the Notice of General Meeting, the General Meeting was held on 21 March 2018 at 11.00 a.m. at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ. The ordinary resolution to authorise the Board to allot shares in connection with the Rights Issue (the "Resolution") and as set out in the Notice of General Meeting was duly passed on a show of hands.

A summary of the proxies cast in respect of the Resolution is set out in the table below.

RESOLUTION	IN FAVOUR			AT PROXY'S DISCRETION			AGAINST			WITHHELD
	Number of Shares	Number of Holders	% voting shares	Number of Shares	Number of Holders	% voting shares	Number of Shares	Number of Holders	% voting shares	Number of Shares	Number of Holders	% total shares voted and withheld
To authorise the directors to allot shares	116,980,465	472	99.93	53,491	42	0.05	25,282	17	0.02	908	4	0.0008

Notes:

1. Percentage of voting shares is the percentage of shares voted and excludes shares on which votes were withheld

2. Total number of shares voted = 117,060,146

3. Total number of valid proxies returned = 535

4. Total number of shares in issue = 148,233,748

A copy of the Resolution will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM. The Prospectus and the Circular are available on the Company's website: www.providentfinancial.com.

The Record Date for entitlement under the Rights Issue for Qualifying Shareholders was the close of business on 19 March 2018. Provisional Allotment Letters are expected to be posted today to Qualifying non-CREST Shareholders (other than, subject to certain limited exceptions, shareholders with registered addresses, or who are resident or located, in the United States or any of the Excluded Territories). CREST stock accounts of Qualifying CREST Shareholders with registered addresses in any country other than the United States or an Excluded Territory are expected to be credited with Nil Paid Rights as soon as practicable after 8.00 a.m. on 22 March 2018.

Application has been made to the UK Listing Authority for the 104,998,904 New Ordinary Shares (nil paid) to be admitted to the Official List and to the London Stock Exchange for such New Ordinary Shares (nil paid) to be admitted to trading on the main market for listed securities. It is expected that Admission of the 104,998,904 New Ordinary Shares (nil paid) will occur at 8.00 a.m. on 22 March 2018.

The last time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is expected to be 11.00 a.m. on 9 April 2018.

All references to times of day are to London time. The dates and times specified above are indicative only and may be adjusted by the Company (with the agreement of, in certain circumstances, the Joint Global Co-ordinators), in which event details of the new times and dates will be notified to the FCA, the London Stock Exchange and, where appropriate, Qualifying Shareholders.

The ability to participate in the Rights Issue is subject to certain restrictions relating to Qualifying Shareholders with registered addresses, or who are resident or located, in jurisdictions outside the UK, details of which are set out in Part III "Terms and Conditions of the Rights Issue" of the Prospectus.

The defined terms set out in the Prospectus apply in this Announcement.

For further details please contact:

Provident Financial plc

Gary Thompson, Head of Investor Relations	[phone]
Vicki Turner, Investor Relations Manager	[phone]
Richard King, Director of Corporate Affairs	[phone]
Jade Byrne, Corporate Communications Manager	[phone]

Barclays Bank PLC (Joint Global Co-ordinator and Joint Bookrunner)

Kunal Gandhi	[phone]
Derek Shakespeare	[phone]
Peter Mason	[phone]
Tom Macdonald	[phone]
Ben West	[phone]

J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) (Sole Sponsor, Joint Global Co-ordinator and Joint Bookrunner)

Edmund Byers	[phone]
Jeremy Capstick	[phone]
Barry Meyers	[phone]
Kamalini Hull	[phone]
Virginia Khoo	[phone]

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, THE RUSSIAN FEDERATION, THE PEOPLE'S REPUBLIC OF CHINA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE UK PROSPECTUS RULES OF THE FINANCIAL CONDUCT AUTHORITY ("FCA") AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT.

NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT SHOULD FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS IN CONNECTION WITH THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND ON ITS WEBSITE WWW.PROVIDENTFINANCIAL.COM.

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of Provident Financial. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of information contained in the Prospectus. Any purchase of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the Rights Issue should be made solely on the basis of the information contained in the Prospectus.

A copy of the Prospectus will be available from the registered office of Provident Financial and on Provident Financial's website at www.providentfinancial.com provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the Excluded Territories or the United States.

Neither the content of Provident Financial's website (or any other website) nor any website accessible by hyperlinks on Provident Financial's website (or any other website) is incorporated in, or forms part of, this announcement.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any of the Excluded Territories and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to purchase or subscribe for any securities of the Company in the United States or any of the Excluded Territories. The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares in the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States or any of the Excluded Territories.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and information described in this announcement and/or the Prospectus. This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The Underwriters, who are each authorised in the UK by the Prudential Regulatory Authority and regulated in the UK by the Prudential Regulatory Authority and the Financial Conduct Authority, are acting exclusively for Provident Financial and no one else in connection with the Rights Issue and will not regard any other person as their respective clients in relation to the Rights Issue and will not be responsible to any person other than Provident Financial for providing the protections afforded to clients of the Underwriters, nor for providing advice in relation to the Rights Issue, the contents of this announcement or any transaction, arrangement or any other matters referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters under FSMA or the regulatory regime established thereunder, none of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of this announcement, (or whether any information has been omitted from the announcement), or makes any representation or warranty, express or implied, as to its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Provident Financial, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Rights Issue, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss arising from any use of this announcement or its contents or otherwise arising in connection therewith. Subject to applicable law, each of the Underwriters accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

In connection with the Rights Issue, the Underwriters and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Nil Paid Rights, Fully Paid Rights or New Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Nil Paid Rights, Fully Paid Rights or New Ordinary Shares and other securities of the Company or related investments in connection with the Rights Issue or otherwise. Accordingly, references in the Prospectus to the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Underwriters and any of their affiliates acting as investors for their own accounts. In addition, the Underwriters or any of their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares. The Underwriters do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Underwriters and certain of their respective affiliates have from time to time engaged in, are currently engaged in, and may in future engage in, various commercial banking, investment banking and financial advisory transactions and services in the ordinary course of their business with the Company. They have received and will receive customary fees and commissions for these transactions and services. In addition, Barclays is one of the RCF Lenders (as defined herein) and each of Barclays and JPMorgan Chase Bank, N.A., London Branch is a Bridge Lender. Each of Barclays and J.P. Morgan Cazenove may have performed its own credit analysis on the Company. The Company intends to use a portion of the net proceeds from the Rights Issue to repay the Bridge Facility in full and to make repayments under the Revolving Credit Facility.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have been subject to a product approval process, which has determined that the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares may decline and investors could lose all or part of their investment; the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares and determining appropriate distribution channels.

 

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