TIDMNSF TIDMPFG
RNS Number : 1649Z
Non-Standard Finance PLC
15 May 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.
This announcement contains inside information.
15 May 2019
Non-Standard Finance plc ("NSF")
Offer for Provident Financial plc ("Provident")
Offer is unconditional as to acceptances
The NSF Board is pleased to announce that our Offer for
Provident has today become unconditional as to acceptances. This is
an important milestone as we progress towards building a brighter
future for Provident's customers, employees and shareholders.
The NSF Board would like to take the opportunity to thank those
shareholders who have already accepted our Offer and looks forward
to further engagement with all remaining shareholders in the coming
days and weeks as we work towards satisfying all other conditions
on or before 5 June 2019, the last date on which the Offer may
become or be declared wholly unconditional.
-- As at 1.00 p.m. today, NSF had received acceptances from
Provident Shareholders in respect of Provident Shares representing
53.53 per cent. of Provident's issued share capital.
-- The Acceptance Condition (as defined below) has been lowered
in accordance with its terms from 90 per cent. to 50 per cent. plus
one Provident Share.
-- Accordingly, NSF is pleased to announce that the Acceptance
Condition has been satisfied and the Offer has become unconditional
as to acceptances.
Having passed this important milestone in the overall offer
process, the NSF Board is now approaching the Provident Board again
to establish a pragmatic and constructive dialogue, so that, as and
when the remaining conditions are satisfied, the interests of all
stakeholders will be safeguarded.
Provident Shareholders who have not accepted the Offer are again
urged to do so, in order that, if and when the remaining conditions
are satisfied or waived, the NSF Board can start to implement its
transformation plan for the benefit of customers, employees and
shareholders.
Commenting on today's announcement, John van Kuffeler, NSF's
Group Chief Executive said:
"We are pleased to have passed today's important milestone and
are focused on satisfying all remaining conditions as soon as
possible so that we can start to unlock substantial value for
shareholders and restore Provident's business culture for the
benefit of its customers and employees.
"We have been, and are continuing to engage with Provident
shareholders and hope those who have not yet done so will join us
by accepting our Offer.
"We are excited at the prospect of working with the many
talented management and staff at Provident, a number of whom will
know me as a former colleague, to help us build a brighter future
for the benefit of all stakeholders."
Continuation of the Offer
The Offer will remain open for acceptance until further notice
and for at least seven calendar days following the date on which
the Offer becomes or is declared unconditional in all respects. In
any event, not less than 14 calendar days' notice will be given in
respect of the closure of the Offer.
Level of acceptances
As at 1.00 p.m. today, NSF had received valid acceptances in
respect of a total of 135,657,017 Provident Shares, representing,
in aggregate, approximately 53.53 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 13 May 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
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.
Enquiries:
Non-Standard Finance plc
Peter Reynolds, Director, T: +44 20 3869 9020
IR and Communications
Ondra LLP (Financial Adviser to NSF)
Michael Tory T: +44 20 7082 8750
Oliver Ives
Gurnek Teja
Deutsche Bank, London Branch (Financial Adviser to NSF)
James Arculus T: +44 20 7545 8000
Chris Raff
Nicholas Hunt
Neil Collingridge, Corporate
Broking
Maitland/AMO (Public Relations Adviser to NSF)
Neil Bennett T: +44 20 7379 5151
Andy Donald
Finlay Donaldson
Shore Capital (Corporate Broker to NSF)
Mark Percy T: +44 20 7408 4090
Daniel Bush
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.
The person responsible for arranging the release of this
announcement on behalf of NSF is Peter Reynolds, NSF Director, IR
and Communications.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPFMGMKKKKGLZM
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