Provident Financial PLC Final Result of Tender Offer (2432O)
06 Octubre 2021 - 8:30AM
UK Regulatory
TIDMPFG
RNS Number : 2432O
Provident Financial PLC
06 October 2021
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM,
AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY
STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA
OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT
6 October 2021
PROVIDENT FINANCIAL PLC
announces the final results of the tender offer in relation to
its
GBP250,000,000 7.00 per cent. Notes due 2023
Further to its announcements on 29 September 2021 and earlier
today, Provident Financial plc (the "Company") hereby announces the
final results of the invitation to holders of its GBP250,000,000
7.00 per cent. Notes due 2023 (ISIN: XS1827005411) unconditionally
and irrevocably guaranteed by each of Duncton Group Limited,
Moneybarn Group Limited, Moneybarn No.1 Limited and Provident
Financial Holdings Limited (the "Notes") to tender such Notes for
purchase by the Company for cash (the "Offer"). The Offer was made
on the terms and subject to the conditions contained in the tender
offer memorandum dated 29 September 2021 (the "Tender Offer
Memorandum") prepared by the Company.
The Offer remains subject to the conditions and restrictions set
out in the Tender Offer Memorandum. Capitalised terms used in this
announcement but not defined herewith have the meanings given to
them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer was 4.00 p.m. (London
time) on 5 October 2021.
As at the Expiration Deadline, GBP71,453,000 in aggregate
principal amount of Notes had been validly tendered pursuant to the
Offer.
The Company hereby informs the Noteholders that set out in the
table below is the final aggregate principal amount of Notes
validly tendered pursuant to the Offer and accepted for purchase
and the Maximum Acceptance Amount applicable to such Notes. No
pro-ration factor will be applied.
Outstanding
Outstanding Principal
Principal Amount
Amount (prior (following
to the Tender the Tender
Description Offer Maximum Offer
of ISIN/ Common Settlement Acceptance Pro-ration Settlement
the Notes Code Date) Amount Factor Date)
----------------- ------------------------ ----------------- ----------------- ---------------- -----------------
GBP250,000,000 XS1827005411/182700541 GBP175,000,000 GBP71,453,000 Not Applicable GBP103,547,000
7.000(1) per
cent. Notes du
e
2023
(1) Following a step-up event, notice of which was provided to
Noteholders on 20 March 2020, the initial rate of interest has been
stepped-up by a margin of 1.250 per cent. per annum, applicable
from 4 June 2020.
The Purchase Price the Company will pay for those Notes accepted
for purchase pursuant to the Offer is 105.50 per cent. of the
nominal amount of Notes and, subject to the satisfaction or waiver
of the New Financing Condition, the Purchase Price, together with
the Accrued Interest Payment, will be paid to Holders whose Notes
have been accepted for purchase by the Issuer. The Tender Offer
Settlement Date is expected to occur on Wednesday 13 October
2021.
Consistent with the Company's strategy of responsibly managing
the provision of credit to the underserved, the Company is pleased
to announce the successful completion of its previously announced
tender. This transaction reduces the Company's cost of capital and
also borrowing over time, strengthening and diversifying its
capital base in line with the overall strategy of strengthening its
position in the market.
DEALER MANAGERS
Barclays Bank PLC Credit Suisse International
5 The North Colonnade One Cabot Square
Canary Wharf London E14 4QJ
London E14 4BB
Telephone: +44 203 134 8515 Telephone: +44 207 883 8763
Attention: Liability Management Group Attention: Liability Management Desk
Email: eu.lm@barclays.com Email: liability.management@credit-suisse.com
TENDER AGENT
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Telephone: +44 20 7704 0880
Attention: Owen Morris / Illia Vyshenskyi
Email: pfg@lucid-is.com
This announcement is released by Provident Financial plc and
contains information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the "EUWA") ("MAR"),
encompassing information relating to the Offer described above. For
the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 as it forms part of domestic law by
virtue of the EUWA, this announcement is made by Charlotte Davies,
General Counsel at Provident Financial plc.
DISCLAIMER
The offer period for the Offer has now expired. No further
tenders of any Notes may be made pursuant to the Offer. This
announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully. If
any Holder is in any doubt as to the contents of this announcement
and/or the Tender Offer Memorandum or the action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. The Dealer Managers and the Tender
Agent do not accept any responsibility for the accuracy or
completeness of the information contained in this announcement or
the Tender Offer Memorandum including (without limitation)
information concerning the Company or its subsidiaries and
affiliates or for any failure by the Company to disclose events
that may have occurred and may affect the significance or accuracy
of such information.
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END
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October 06, 2021 09:30 ET (13:30 GMT)
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