Non-Standard Finance PLC Statement on Offer for Provident Financial

Fecha : 28/05/2019 @ 06:29
Fuente : UK Regulatory (RNS & others)
Emisora : Provident Financial Plc (PFG)
Cotización : 424.2  -17.3 (-3.92%) @ 10:35
Provident Financial Cotización de acciones Gráfica

Non-Standard Finance PLC Statement on Offer for Provident Financial

Provident Financial (LSE:PFG)
Gráfica de Acción Histórica

6 Meses : De Mar 2019 a Sep 2019

Haga Click aquí para más Gráficas Provident Financial.

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 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

MSCPGUAPAUPBGGR

(END) Dow Jones Newswires

May 28, 2019 07:29 ET (11:29 GMT)

Su Consulta Reciente
BMV
FIBRAPL14
Fibra Prol..
BMV
AMXL
América Mó..
BMV
ME
IPC México
BMV
ALSEA*
Alsea
FX
USDMXN
United Sta..
Las acciones que ha visto aparecerán en este recuadro, lo que le permite volver fácilmente a las cotizaciones que ha consultado previamente
Registrarse ahora para crear su lista personalizada de acciones en streaming.

Cotizaciones PLUS están en tiempo real. Cotizaciones NYSE y AMEX están con retraso de por lo menos 20 minutos.
El resto de las cotizaciones están con retraso de por lo menos 15 minutos al menos que se indique lo contrario.

Al acceder a los servicios disponibles de ADVFN usted acepta quedar sujerto a los Términos y Condiciones

P: V:mx D:20190921 15:39:55