TIDMNSF TIDMPFG
RNS Number : 3621A
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")
Publication and Posting of Supplementary Prospectus
Further to its announcement earlier today, NSF has published 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.
The Supplementary Prospectus has been approved by the Financial
Conduct Authority and is being posted to the shareholders of NSF
and Provident (subject to certain U.S. and other securities law
restrictions) as soon as possible. A copy of the Supplementary
Prospectus has been submitted to the National Storage Mechanism,
where it will be available for inspection at
www.morningstar.co.uk/uk/NSM, and it is also available on NSF's
website at www.nsfgroupplc.com.
Enquiries:
Non-Standard Finance plc T: +44 20 3869 9020
Peter Reynolds, Director, IR and Communications
Ondra LLP (Financial Adviser to NSF) T: +44 20 7082 8750
Michael Tory
Oliver Ives
Gurnek Teja
Deutsche Bank, London Branch (Financial T: +44 20 7545 8000
Adviser to NSF) James Arculus
Chris Raff
Nicholas Hunt
Neil Collingridge, Corporate Broking
Finsbury (Public Relations Adviser to T: +44 20 7251 3801
NSF)
Faeth Birch
Michael Turner
Maitland/AMO (Public Relations Adviser T: +44 20 7379 5151
to NSF)
Neil Bennett
Andy Donald
Finlay Donaldson
Shore Capital (Corporate Broker to NSF) T: +44 20 7408 4090
Mark Percy
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.
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
MSCLVLFLKEFEBBL
(END) Dow Jones Newswires
May 28, 2019 08:56 ET (12:56 GMT)
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