Offer Update

RNS Number : 8029U

Non-Standard Finance PLC

02 April 2019

 

This announcement and the information herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, New Zealand, Japan, or any other Restricted Jurisdiction in which such release, publication or distribution would be unlawful.

2 April 2019

Non-Standard Finance plc ("NSF")

Offer for Provident Financial plc ("Provident")
Offer Update

Offer update: acceptance levels

As described in further detail below, NSF has now received acceptances from Provident Shareholders in respect of Provident Shares representing more than 50 per cent. of Provident's issued share capital. 

NSF notes that the Acceptance Condition (as defined below) of the Offer requires the receipt of valid acceptances in respect of not less than 90 per cent. (or such lower percentage as NSF may decide) (1) in nominal value of the Provident Shares to which the Offer relates, and (2) of the voting rights attached to those shares, provided that NSF shall have acquired or agreed to acquire shares in Provident carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Provident.

Further announcements regarding the level of acceptances will be made in due course, as required.

Level of acceptances

As at 3.30 p.m. on 1 April 2019, being the last Business Day prior to the date of this announcement, NSF had received valid acceptances in respect of a total of 128,539,087 Provident Shares, representing, in aggregate, 50.7 per cent. of Provident's issued share capital (the "Acceptances"). Each of the Acceptances may be counted by NSF towards the satisfaction of the 'Acceptance condition' (i.e. condition (A) of Part A of Appendix I of the Offer Document dated 9 March 2019) (the "Acceptance Condition"). Of the Acceptances, no acceptance had been received from persons acting in concert with NSF.

NSF had, at the time of the Acceptances, received (i) irrevocable undertakings and (ii) letters of intent to accept the Offer from Woodford Investment Management Limited, Invesco Asset Management Limited and Marathon Asset Management LLP in respect of 125,097,841 Provident Shares (made up of 75,985,191 Provident Shares subject to irrevocable undertakings and 49,112,650 Provident Shares subject to letters of intent) representing, in aggregate, 49.4 per cent. of Provident's issued share capital. Of the Acceptances, acceptances have been received in respect of all of the Provident Shares to which the irrevocable undertakings and the letters of intent relate.

As at 5.00 p.m. on 29 March 2019 (being the latest practicable date prior to the date of this announcement), neither NSF nor any persons acting in concert with NSF had: (i) any interest in, or any right to subscribe for, any relevant securities of Provident; (ii) any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Provident; (iii) borrowed or lent any relevant securities of Provident, save for any borrowed Provident Shares that have been on-lent or sold; or (iv) save as set out above, received any outstanding irrevocable commitment or letter of intent in respect of any relevant securities of Provident.

NSF Offer

Through the Offer, the NSF Board seeks to fix and de-risk Provident, as well as unlock substantial value, to ensure a better future for Provident, its customers, employees and shareholders.

The Offer will, in the view of the NSF Board:

(1)  Introduce highly experienced and effective management across the Provident businesses within the Enlarged NSF Group

(2)  Revitalise Provident through the implementation of a clear transformation plan

(3)  Implement lasting change by improving Provident's culture and working closely with regulators

(4)  Address Provident's lack of leadership, governance and vision to drive improved financial performance

The NSF Board urges Provident Shareholders to accept the Offer without delay; the time for change is now.

John van Kuffeler, NSF's Chief Executive, said:

"We are delighted to have received acceptances for a majority of Provident's shares. This represents a clear validation of the experienced NSF management team and of our transformation plan to unlock substantial value for shareholders, as well as providing us with a platform to complete this transaction and get on with the job of implementing our plan."

Enquiries:

Non-Standard Finance plc Peter Reynolds, Director, IR and Communications	T: [phone]
Ondra LLP (Financial Adviser to NSF) Michael Tory Stewart Bennett Oliver Ives Gurnek Teja	T: [phone]
Deutsche Bank, London Branch (Financial Adviser to NSF) James Arculus Chris Raff Nicholas Hunt Neil Collingridge, Corporate Broking	T: [phone]
Maitland/AMO (Public Relations Adviser to NSF) Neil Bennett Andy Donald Finlay Donaldson	T: [phone]
Shore Capital (Corporate Broker to NSF) Mark Percy Daniel Bush	T: [phone]

Further Information

Capitalised terms used but not defined in this announcement have the meanings set out in the Offer Document dated 9 March 2019.

All references to time in this document are to London time.

This announcement is not intended to and does not constitute or form part of any offer to exchange or subscribe for or any invitation to exchange or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely pursuant to the terms of the Offer Document, which contains the full terms and conditions of the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document.

The contents of this announcement are not to be construed as legal, business, financial or tax advice.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Jurisdictions

The information contained herein is not for release, distribution or publication, directly or indirectly, in or into the United States, Canada, New Zealand, Japan or any other Restricted Jurisdiction where applicable laws prohibit its release, distribution or publication. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the applicable securities laws. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from the United States or any other Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from the United States or any other Restricted Jurisdiction. Unless otherwise determined by NSF and permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of the United States or any other Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Provident:

The Offer is being made for the securities of a UK company and is subject to UK procedural and disclosure requirements, which are different from certain of those of the United States.

For purposes of the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"): the Offer will be made pursuant to Section 14(e) and Regulation 14E under the Exchange Act benefitting from the exemptions available to "Tier II" tender offers. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law, and certain rules applicable to tender offers made into the United States, including rules promulgated under Section 14(d) of the US Exchange Act, do not apply.

In accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Exchange Act, the Financial Advisers and their respective affiliates may continue to act as exempt principal traders in Provident Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the US Exchange Act. To the extent required to be disclosed in accordance with applicable regulatory requirements, information about any such purchases will be disclosed to the Panel by no later than 12 noon on the next "business day", as such term is defined in the Code, and will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com, and will also be available on NSF's website www.nsfgroupplc.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

For purposes of the US Securities Act of 1933, as amended (the "US Securities Act"): this document does not constitute a public offer of securities in the United States or an offer to the public in the United States to acquire or exchange securities. The New NSF Shares have not been, and will not be, registered under the US Securities Act, and may not be offered, sold or resold except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act.  The New NSF Shares have not been, and will not be, registered under the relevant securities laws of any other Restricted Jurisdiction and the relevant clearances have not been, and will not be, obtained from any securities commission of any Restricted Jurisdiction and no prospectus in relation to the New NSF Shares has been or will be lodged with, or registered by, any such securities commission. Accordingly, the New NSF Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold, delivered or transferred, directly or indirectly, in or into any Restricted Jurisdiction if to do so would constitute (or result in the Offer constituting) a violation of relevant laws or require registration thereof.

Important Notices relating to Financial Advisers

Ondra LLP, which is regulated in the United Kingdom by the FCA, is acting as financial adviser to NSF and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than NSF for providing the protections afforded to clients of Ondra LLP nor for providing advice in relation to any matter referred to herein.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and FCA. Neither Deutsche Bank nor any of its subsidiaries, branches or affiliates will be responsible to any person other than NSF for providing any of the protections afforded to clients of Deutsche Bank nor for providing advice in relation to any matters referred to in this announcement. Neither Deutsche Bank nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with this announcement, any statement contained herein, or otherwise. Deutsche Bank is acting as financial adviser to NSF and no other person in connection with the contents of this announcement.

Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, acts as broker to NSF and will not regard any other person as its client and will not be responsible to anyone other than NSF for providing the protections afforded to clients of Shore Capital nor for providing advice in relation to any matter referred to herein. Neither Shore Capital nor any of its subsidiaries, associates, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this document, any statement contained herein, or otherwise.

Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Provident and certain plans and objectives of NSF with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may', 'should', 'would', 'could', or, in each case, their negative or other words of similar meaning. They appear in a number of places throughout the announcement and include statements regarding the intentions, beliefs or current expectations of the NSF and the NSF Board. These statements are based on assumptions and assessments made by NSF in light of its experience and its perception of historical trends, current conditions, future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. NSF does not assume any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this presentation should be interpreted as such.

The forward-looking statements contained in this announcement speak only as at the date of this announcement. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by FCA's Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules), NSF and its directors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement, whether as a result of any change in events, conditions or circumstances or otherwise on which any such statement is based.

Ondra LLP and Deutsche Bank (and their respective affiliates) expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on NSF's website at www.nsfgroupplc.com no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the content of this website is not incorporated by reference into, and does not form part of, this announcement.

 

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