TIDMNSF TIDMPFG
RNS Number : 3523A
Non-Standard Finance PLC
28 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.
28 May 2019
Non-Standard Finance plc ("NSF")
Offer for Provident Financial plc ("Provident")
Protections for shareholders
1. Summary
On 15 May 2019, NSF declared its Offer for Provident
unconditional as to acceptances, having received acceptances in
respect of Provident Shares representing 53.53 per cent. of
Provident's issued share capital. The last date on which the Offer
may become or be declared wholly unconditional is 5 June 2019.
As previously announced, if NSF receives acceptances under the
Offer in respect of 90 per cent. or more of the Provident Shares to
which the Offer relates, NSF intends to exercise its rights under
Part 28 of the Companies Act 2006 to acquire compulsorily the
Provident Shares in respect of which the Offer has not been
accepted, on the same terms as the Offer.
NSF recognises that it is possible that the Offer becomes or is
declared wholly unconditional and subsequently completes before NSF
is in a position to exercise its compulsory acquisition rights. It
may also be the case that each of Woodford Investment Management
Limited ("Woodford") and Invesco Asset Management Limited
("Invesco") becomes interested in NSF Shares carrying 30 per cent.
or more of the total voting rights of NSF (a "Rule 9 Interest") for
part of this period. Further details are contained in section
2.
Although NSF expects any such period to be short, NSF has
nonetheless agreed a number of measures with Woodford, Invesco and
the Panel which are intended to safeguard the interests of NSF
Shareholders and Provident Shareholders, in each case in the event
that Woodford or Invesco (as applicable) becomes interested in NSF
Shares carrying 30 per cent. or more of the total voting rights of
NSF when the Offer completes.
First, Independent Shareholders (as defined below) holding
shares carrying more than 50 per cent. of the voting rights of NSF
which would be capable of being cast on the relevant "whitewash"
resolution (see further section 2 below) have confirmed in writing,
in respect of each of Woodford and Invesco, that they approve the
waiver of any requirement for a general offer under Rule 9 of the
Code and would vote in favour of any resolution to that effect at a
general meeting. As a result, the Panel has agreed, if Woodford or
Invesco becomes interested in NSF Shares carrying 30 per cent. or
more of the total voting rights of NSF when the Offer completes, to
waive the requirement for a general offer under Rule 9 of the Code
for each of Woodford and Invesco.
Second, as it is now possible that the Offer will complete at a
time when each of Woodford and Invesco is interested in NSF Shares
carrying 30 per cent. or more of NSF's total voting rights (and in
circumstances where there will be no requirement for a general
offer under Rule 9 of the Code), NSF has agreed with the Panel that
all Provident Shareholders will have the right to withdraw their
acceptances until 5 June 2019 on the terms set out in section
4.
Invesco, Woodford, and Marathon have committed not to exercise
such withdrawal rights.
2. Potential application and waiver of Rule 9
Background
Under Rule 9 of the Code, where any person acquires, whether by
a series of transactions over a period of time or not, an interest
in shares which (taken together with shares already held by that
person and an interest in shares held or acquired by persons acting
in concert with it, him or her) carry 30 per cent. or more of the
voting rights of a company which is subject to the Code, that
person is normally required to make a general offer to all the
holders of any class of equity share capital or other class of
transferable securities carrying voting rights in that company to
acquire the balance of their interests in the company.
Pursuant to the Offer, if acceptances were to stay at the level
announced on 15 May 2019 (53.53%) until completion:
-- 555,593,858 New NSF Shares would be issued to Woodford,
thereby increasing its interest in shares carrying voting rights of
the Company from approximately 25.72 per cent. (prior to the Offer)
to 41.93 per cent; and
-- 473,869,762 New NSF Shares would be issued to Invesco,
thereby increasing its interest in shares carrying voting rights of
the Company from approximately 28.62 per cent. (prior to the Offer)
to 37.14 per cent.
Woodford will cease to have a Rule 9 Interest if NSF receives
acceptances under the Offer in respect of 80.35 per cent. or more
of the Provident Shares to which the Offer relates. Invesco will
cease to have a Rule 9 Interest if NSF receives acceptances under
the Offer in respect of 69.59 per cent. or more of the Provident
Shares to which the Offer relates.
Dispensation from General Offer
Under Note 1 on the Notes on the Dispensations from Rule 9 of
the Code, when the issue of new securities in consideration for an
acquisition or a cash subscription would otherwise result in an
obligation to make a general offer under Rule 9 of the Code, (the
"Rule 9 Offer") the Panel would normally grant a waiver if, inter
alia, the shareholders of the company who are independent of the
person who would otherwise be required to make an offer and any
person acting in concert with him or her (the "Independent
Shareholders") pass an ordinary resolution on a poll at a general
meeting (a "Whitewash Resolution") approving the proposals giving
rise to the obligation to make an offer and the waiver of it by the
Panel.
The Panel may waive the requirement for a Whitewash Resolution
to be considered at a general meeting (and for a circular to be
prepared in accordance with Section 4 of Appendix 1 to the Code) if
Independent Shareholders holding more than 50 per cent. of the
company's shares capable of being voted on such a resolution
confirm in writing that they would vote in favour of the Whitewash
Resolution were such a resolution to be put to the shareholders of
the company at a general meeting.
NSF has, with respect to each of Woodford and Invesco,
approached Independent Shareholders holding more than 50 per cent.
of the Company's shares capable of being voted on the applicable
Whitewash Resolution. NSF has, with respect to each of Woodford and
Invesco, obtained confirmation in writing from Independent
Shareholders that they would vote in favour of the applicable
Whitewash Resolution were such a resolution to be put to NSF
Shareholders at a general meeting. The Panel has subsequently
agreed, if Woodford or Invesco becomes interested in NSF Shares
carrying 30 per cent. or more of the total voting rights of NSF
when the Offer completes, to waive the requirement with respect to
each of Woodford and Invesco for a Whitewash Resolution to be
considered at a general meeting (and for a circular to be prepared
in accordance with Section 4 of Appendix 1 to the Code). Further
details are provided in the Appendix to this announcement.
3. Supplementary prospectus
Given the possibility that Woodford and Invesco may become
interested in NSF shares carrying 30 per cent. or more of the total
voting rights of NSF when the Offer completes, Woodford and Invesco
may hold controlling positions in NSF for a period of time and,
because of the actions outlined in paragraph 2 above, they would
not be required to extend a general offer under Rule 9 of the Code.
Therefore, NSF will be shortly publishing a supplementary
prospectus (the "Supplementary Prospectus"), which supplements the
prospectus dated 9 March 2019 prepared in connection with the
Offer, as supplemented by the supplementary prospectus dated 14
March 2019.
Following approval by the Financial Conduct Authority, the
Supplementary Prospectus will be posted to the shareholders of NSF
and Provident (subject to certain U.S. and other securities law
restrictions) shortly. A copy of the Supplementary Prospectus will
be submitted to the National Storage Mechanism, where it will be
available for inspection at www.morningstar.co.uk/uk/NSM, and it
will also be available on NSF's website at www.nsfgroupplc.com.
4. Withdrawal rights
Section 87Q(4) of the Financial Services and Markets Act 2000
permits shareholders of Provident who have, at the time a
supplementary prospectus is published, accepted the Offer, to
withdraw their acceptances at any time during the two working days
following the date on which the supplementary prospectus is
published.
However, in light of the matters set out in section 1 above and
with the agreement of the Takeover Panel, NSF announces that
shareholders of Provident will be entitled to withdraw their
acceptances until 5 June 2019 (by notice to be received no later
than 5.00 p.m. on 5 June 2019). This period includes the two
working day period for withdrawal under the Financial Services and
Markets Act 2000 outlined in the paragraph above. Further details,
including details of how any such withdrawal may be properly
effected, are contained in the Supplementary Prospectus. The
appropriate form of withdrawal will be posted to Provident
shareholders with the Supplementary Prospectus shortly. Withdrawals
may alternatively be effected by lodging a written notice of
withdrawal which must include the full name and address of the
person wishing to exercise their statutory withdrawal rights and,
if such person is a CREST member, the Participant ID and the Member
Account ID of such CREST member, with Computershare Investor
Services PLC, by post to Computershare Investor Services PLC,
Corporate Actions Projects, Bristol, BS99 6AH or by hand (during
normal business hours only) to Computershare Investor Services PLC
at The Pavilions, Bridgwater Road, Bristol BS13 8AE.
5. Level of acceptances
As at 3.00 p.m. on 24 May 2019, being the last Business Day
prior to the date of this announcement, NSF had received valid
acceptances in respect of a total of 135,667,870 Provident Shares,
representing, in aggregate, approximately 53.54 per cent. of
Provident's issued share capital (the "Acceptances"). 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 23 May 2019 (being the last 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
Finsbury (Public Relations Adviser to NSF)
Faeth Birch T: +44 20 7251 3801
Michael Turner
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.
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 City
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 City 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.
Appendix
The Code is issued and administered by the Panel. The Code and
the Panel operate to ensure fair and equal treatment of
shareholders in relation to takeovers, and also provide an orderly
framework within which takeovers are conducted. The Code applies to
the Company, and as such its shareholders are entitled to the
protections afforded by the Code.
Under Rule 9 of the Code, where any person acquires, whether by
a series of transactions over a period of time or by one specific
transactions, an interest (as defined in the Code) in shares which
(taken together with shares in which he is already interested and
in which persons acting in concert with him are interested) carry
30 per cent., or more of the voting rights of a company that is
subject to the Code, that person is normally required by the Panel
to make a general offer to all remaining shareholders of that
company to acquire their shares.
Similarly, where any person, together with persons acting in
concert with him, is interested in shares which in aggregate carry
not less than 30 per cent., of the voting rights of a company, but
does not hold shares carrying more than 50 per cent., of the voting
rights of that company and such person or any such person acting in
concert with him acquires an interest in any other shares which
increases the percentage of shares carrying voting rights in which
he is interested, such person or persons acting in concert with him
will normally be required to make a general offer to all remaining
shareholders to acquire their shares.
An offer under Rule 9 of the Code must be made in cash and at
the highest price paid by the person required to make the offer, or
any person acting in concert with him, for any interest in shares
of the company during 12 months prior to the announcement of the
offer.
Under Note 1 of the Notes of the Dispensations from Rule 9, the
Panel will normally waive the requirement for a general offer to be
made in accordance with Rule 9 if, inter alia, those shareholders
of the company who are independent of the person who would
otherwise be required to make an offer and any person acting in
concert with him and do not have any interest in the transaction
which may compromise their independence pass an ordinary resolution
on a poll at a general meeting approving such a waiver.
Under Note 5 of the Notes of the Dispensations from Rule 9, the
Panel may waive the requirement for a "whitewash" resolution to be
considered at a general meeting (and for a circular to be prepared
in accordance with Section 4 of Appendix 1 to the Code) if
independent shareholders holding more than 50 per cent. of the
company's shares capable of being voted on such a resolution
confirm in writing that they approve such a waiver and would vote
in favour of a whitewash resolution were one to be put to the
shareholders of the company at a general meeting.
If acceptances were to remain at the level announced by NSF on
15 May 2019 until completion, the position would be as follows:
Shareholder Current holding in NSF Post-completion holding
in NSF assuming no further
acceptances received from
that declared as at 1.00
p.m. on 15 May 2019 (53.53%);
based on issued share capital
of NSF and Provident as
at date of this announcement
No. of shares % of issued No. of shares % of issued
share capital share capital
-------------- --------------- --------------- ----------------
Woodford 80,273,553 25.72% 635,867,411 41.93%
-------------- --------------- --------------- ----------------
Invesco 89,318,263 28.62% 563,188,025 37.14%
-------------- --------------- --------------- ----------------
NSF has, with respect to each of Woodford and Invesco,
approached Independent Shareholders holding more than 50 per cent.
of the Company's shares capable of being voted on the applicable
Whitewash Resolution.
NSF has, with respect to Woodford, obtained confirmation in
writing from the following Independent Shareholders that they would
vote in favour of the applicable Whitewash Resolution were such a
resolution to be put to NSF Shareholders at a general meeting:
Shareholder Number of shares Voting rights Voting rights
held in NSF in NSF (%) in NSF (excluding
shares held
by Woodford)
(%)
Invesco Asset
Management Limited 89,318,263 28.62% 38.54%
----------------- -------------- -------------------
Aberforth Partners
LLP 40,555,629 13.00% 17.50%
----------------- -------------- -------------------
Marathon Asset
Management LLP 24,902,437 7.98% 10.74%
----------------- -------------- -------------------
Toscafund Asset
Management LLP 12,000,000 3.85% 5.18%
----------------- -------------- -------------------
Quilter Cheviot
Limited 5,000,000 1.60% 2.16%
----------------- -------------- -------------------
John van Kuffeler 2,114,474 0.68% 0.91%
----------------- -------------- -------------------
Miles Cresswell-Turner 833,780 0.27% 0.36%
----------------- -------------- -------------------
Charles Gregson 256,083 0.08% 0.11%
----------------- -------------- -------------------
Nicholas Teunon 87,980 0.03% 0.04%
----------------- -------------- -------------------
Heather McGregor 78,700 0.03% 0.03%
----------------- -------------- -------------------
Total 175,147,346 56.13% 75.57%
----------------- -------------- -------------------
NSF has, with respect to Invesco, obtained confirmation in
writing from the following Independent Shareholders that they would
vote in favour of the applicable Whitewash Resolution were such a
resolution to be put to NSF Shareholders at a general meeting:
Shareholder Number of shares Voting rights Voting rights
held in NSF in NSF (%) in NSF (excluding
shares held
by Invesco)
(%)
Woodford Investment
Management Limited 80,273,553 25.72% 36.04%
----------------- -------------- -------------------
Aberforth Partners
LLP 40,555,629 13.00% 18.21%
----------------- -------------- -------------------
Marathon Asset
Management LLP 24,902,437 7.98% 11.18%
----------------- -------------- -------------------
Toscafund Asset
Management LLP 12,000,000 3.85% 5.39%
----------------- -------------- -------------------
Quilter Cheviot
Limited 5,000,000 1.60% 2.24%
----------------- -------------- -------------------
John van Kuffeler 2,114,474 0.68% 0.95%
----------------- -------------- -------------------
Miles Cresswell-Turner 833,780 0.27% 0.37%
----------------- -------------- -------------------
Charles Gregson 256,083 0.08% 0.11%
----------------- -------------- -------------------
Nicholas Teunon 87,980 0.03% 0.04%
----------------- -------------- -------------------
Heather McGregor 78,700 0.03% 0.04%
----------------- -------------- -------------------
Total 166,102,636 53.23% 74.58%
----------------- -------------- -------------------
The Panel has subsequently agreed, if Woodford or Invesco is
interested in NSF Shares carrying 30 per cent. or more of the total
voting rights of NSF when the Offer completes, to waive the
requirement with respect to each of Woodford and Invesco for a
Whitewash Resolution to be considered at a general meeting (and for
a circular to be prepared in accordance with Section 4 of Appendix
1 to the Code). The written confirmations will be made available on
NSF's website at www.nsfgroupplc.com.
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
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCPGUAPAUPBGGR
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May 28, 2019 07:29 ET (11:29 GMT)
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