TIDMNSF TIDMPFG
RNS Number : 1934B
Non-Standard Finance PLC
05 June 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.
Non-Standard Finance plc ("NSF")
Offer for Provident Financial plc ("Provident")
Lapse of Offer
Following discussions with the regulatory authorities, NSF
understands that the Regulatory Condition (as defined below) for
the Offer will not be satisfied by midnight on 5 June 2019, the
last time by which all conditions to the Offer must be satisfied or
waived. Accordingly, NSF has decided, with the consent of the
Takeover Panel, to lapse the Offer. Therefore, as of midnight on 5
June 2019, the Offer will lapse and will not be capable of further
acceptance and Provident Shareholders who have accepted the Offer
will cease to be bound by such acceptances.
While (i) NSF and its group is and remains appropriately
capitalised; (ii) Provident and its group is and remains
appropriately capitalised; and (iii) the Enlarged NSF Group would
have been appropriately capitalised once Provident had become a
wholly-owned subsidiary of NSF, as a result of the level of
acceptances received, the Enlarged NSF Group would not have
sufficient regulatory capital on a consolidated basis at Completion
due to the expected level of minority interests at that point.
NSF is well-capitalised and each of its three businesses is in a
market-leading position. The lapsing of the Offer does not affect
the capital or regulatory position of NSF going forward, and each
of its businesses remains fully authorised by the FCA and is
focused on providing good customer outcomes in accordance with its
regulatory obligations.
The NSF Board remains committed to its long-term strategy of
delivering value to all NSF shareholders, including via its
progressive dividend policy. The NSF Group's final dividend for
2018 of 2.00p per share will be paid on Friday 7 June 2019 to those
NSF shareholders on the register on 24 May 2019, and NSF expects to
pay an interim dividend later this year in accordance with its
normal practice.
Prior to commencement of the Offer, NSF ensured that a
significant proportion of its deal-related costs were on a
success-only basis with the result that the total fees for the
transaction, which will be treated as an exceptional item in the
2019 half year results, are expected to amount to between GBP10.0
million and GBP10.5 million before VAT, which is at the lower-end
of the range estimated. NSF confirms that such fees will be met
from its existing resources.
Return of acceptances
In accordance with the terms of the Offer: (i) in respect of
Provident Shares held in certificated form, the Forms of Acceptance
and any share certificate(s) and/or other document(s) of title will
be returned by post within 14 calendar days at the risk of the
Provident Shareholders; and (ii) in respect of Provident Shares
held in uncertificated form, Computershare will immediately (or
within such longer period as the Panel may permit, not exceeding 14
calendar days) give TFE instructions to Euroclear to transfer all
Provident Shares held in escrow balances and in relation to which
it is the Escrow Agent for the purposes of the Offer to the
original available balances of the Provident Shareholders
concerned.
Commenting on today's announcement, John van Kuffeler, NSF's
Group Chief Executive said:
"I am very disappointed that despite our best efforts customers,
employees and shareholders will not now benefit from our
transformation plan to build a brighter future by combining
Provident with NSF.
"I wish to thank our shareholders for their support and all of
NSF's staff and self-employed agents for their continued
dedication. NSF will continue to focus on delivering value to its
customers, employees and shareholders by providing a helping hand
to the 10-12 million UK consumers that are either unable or
unwilling to access mainstream credit.
"Each of our businesses has a top three position in its
respective market segment and we believe each is capable of
delivering attractive long-term returns for NSF shareholders
through a combination of capital and dividend growth."
Enquiries:
Non-Standard Finance plc T: +44 20 3869
Peter Reynolds, Director, IR and Communications 9020
Ondra LLP (Financial Adviser to NSF) T: +44 20 7082
Michael Tory 8750
Oliver Ives
Gurnek Teja
Deutsche Bank, London Branch (Financial T: +44 20 7545
Adviser to NSF) 8000
James Arculus
Chris Raff
Nicholas Hunt
Neil Collingridge, Corporate Broking
Finsbury (Public Relations Adviser to T: +44 20 7251
NSF) 3801
Faeth Birch
Michael Turner
Maitland/AMO (Public Relations Adviser T: +44 20 7379
to NSF) 5151
Neil Bennett
Andy Donald
Finlay Donaldson
Shore Capital (Corporate Broker to NSF) T: +44 20 7408
Mark Percy 4090
Daniel Bush
Further Information
In this announcement:
"Regulatory Condition" means the condition to the Offer set out
in the Offer Document at Appendix I Part A (E), namely the PRA: (i)
giving notice for the purpose of section 189(4)(a) of FSMA that it
has determined to approve; or (ii) being treated, by virtue of
section 189(6) of FSMA, as having approved, the acquisition of
control (as defined in section 181 of FSMA) over Vanquis by NSF
which will arise from the successful completion of the
Transaction.
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 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
OLAEELBBKQFFBBK
(END) Dow Jones Newswires
June 05, 2019 02:01 ET (06:01 GMT)
Provident Financial (LSE:PFG)
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