TIDMPFG
RNS Number : 3573N
Provident Financial PLC
29 September 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 (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW)
29 September 2021
PROVIDENT FINANCIAL PLC
announces a tender offer to the holders of its outstanding
GBP250,000,000 7.00 per cent. Notes due 2023
Provident Financial plc (the "Company") announces today an
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 is being 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 and is subject to the offer restrictions
set out below and as more fully described in the Tender Offer
Memorandum.
For detailed terms of the Offer, please refer to the Tender
Offer Memorandum, copies of which are (subject to distribution
restrictions) available from the Tender Agent as set out below.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum. Details
of the Notes are set out in the table below:
Description ISIN/ Common Outstanding Principal Maximum Acceptance
of the Notes Code Amount Purchase Price Amount
----------------- --------------- ------------------------- -------------- --------------------------
GBP250,000,000 XS1827005411/ GBP175,000,000 105.50 per An aggregate
cent. principal amount
of the Notes
equal to the
aggregate principal
amount of New
Notes issued
less GBP100,000,000
7.00 [1] per 182700541
cent. Notes
due 2023
THE OFFER
Rationale for the Offer
The purpose of the Offer is to proactively manage the Company's
upcoming debt redemption, to extend its debt maturity profile and
to further strengthen and diversify the capital base of the Company
and its subsidiaries with the intended issue of New Notes.
The Notes purchased by the Company pursuant to the Offer are
expected to be cancelled and will not be re-issued or re-sold.
Purchase Price
Subject to the satisfaction or waiver of the New Financing
Condition (as described below), the Company will pay for Notes
accepted by it for purchase pursuant to the Offer a cash purchase
price equal to 105.50 per cent. of the principal amount of the
Notes (the "Purchase Price").
Accrued Interest
The Company will also pay accrued interest from (and including)
the last interest payment date to (but excluding) the Tender Offer
Settlement Date in respect of Notes accepted by it for purchase
pursuant to the Offer (the "Accrued Interest").
Maximum Acceptance Amount
The Company proposes to accept Notes for purchase up to a
maximum aggregate principal amount of the Notes equal to the
aggregate principal amount of New Notes issued less GBP100,000,000
(the "Maximum Acceptance Amount") (which is expected to be between
GBP50,000,000 and GBP100,000,000 on the basis of the indicative New
Notes issue size described below) on the terms and subject to the
conditions contained in the Tender Offer Memorandum. The Company
reserves the right, in its sole and absolute discretion, to
purchase more than the Maximum Acceptance Amount, subject to
applicable law.
In the event that Tender Instructions are received in respect of
an aggregate principal amount of Notes which is greater than the
Maximum Acceptance Amount, such Tender Instructions will be
accepted on a pro rata basis.
New Financing Condition
The Company announced on 29 September 2021 its intention to
issue new sterling-denominated subordinated notes pursuant to its
GBP2,000,000,000 Euro Medium Term Note Programme (the "New Notes")
(which issuance is indicatively expected to be in aggregate
principal amount between GBP150,000,000 and GBP200,000,000, subject
to market conditions). Whether the Company will accept for purchase
any Notes validly tendered in the Offer and complete the Offer is
subject, without limitation, to the successful completion (in the
sole determination of the Company) of the issue of the New Notes
(the "New Financing Condition").
The Company is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offer. The acceptance for
purchase by the Company of Notes tendered pursuant to the Offer is
at the sole discretion of the Company and tenders may be rejected
by the Company for any reason.
The Company reserves the right, in its sole discretion, at any
time to waive any or all of the conditions of the Offer (including
the New Financing Condition).
The Company reserves the right, in its sole discretion, to use
some only (and not all of) the net proceeds of the issue of the New
Notes to purchase Notes pursuant to the Offer and to apply the
remainder of such net proceeds towards other corporate
purposes.
Priority in allocation of New Notes
A Holder that wishes to subscribe for New Notes in addition to
tendering Notes for purchase pursuant to the Offer may receive
priority (the "New Issue Priority") in the allocation of the New
Notes, subject to the issue of the New Notes and such Holder making
a separate application for the purchase of such New Notes to a
Dealer Manager (in its capacity as a manager of the issue of the
New Notes) in accordance with the standard new issue procedures of
such manager. The aggregate principal amount of New Notes for which
New Issue Priority will be given to such a Holder will be at the
sole discretion of the Company and may be less than, equal to or
greater than the aggregate principal amount of Notes validly
tendered by such Holder in the Offer and accepted for purchase by
the Company. Any New Issue Priority will also, among other factors,
take into account the minimum denomination of the New Notes (being
GBP100,000). The Company is not obliged to allocate the New Notes
to an investor which has validly tendered or indicated a firm
intention to tender the Notes pursuant to the Offer.
In the event that a Holder validly tenders Notes pursuant to the
Offer, such Notes will remain subject to such tender and the
conditions of the Offer as set out in the Tender Offer Memorandum
irrespective of whether that Holder receives all, part or none of
any allocation of New Notes for which it has applied. All
allocations of the New Notes, while being considered by the Issuer
as set out above, will be made in accordance with customary new
issue allocation processes and procedures.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the Offering
Circular (as completed by the final terms in relation to the New
Notes), and no reliance is to be placed on any representations
other than those contained in the Offering Circular (as completed
by the final terms in relation to the New Notes). Subject to
compliance with all applicable securities laws and regulations and
distribution restrictions, the Offering Circular is available upon
request from the Dealer Managers (each in its capacity as a joint
lead manager of the issue of the New Notes). Once published,
following pricing of the New Notes, the final terms in relation to
the New Notes will be available at
www.londonstockexchange.com/news.
All Tender Instructions or applications to purchase New Notes
are subject to all applicable securities laws and regulations in
force in any relevant jurisdiction (including the jurisdiction of
the relevant Holder).
It is the sole responsibility of each Holder to satisfy itself
that it is eligible to purchase the New Notes before registering
its interest with, and making an application to, a Dealer Manager
(in its capacity as a manager of the issue of the New Notes) for
the purchase of the New Notes. Any failure to validly submit a
Tender Instruction (including as a result of such Holder being
ineligible to be offered or to be sold the New Notes in accordance
with any applicable securities laws and regulations), or any
failure of such Holder to make an application for the purchase of
the New Notes in accordance with the standard new issue procedures
of the relevant manager of the issue of the New Notes, will result
in no New Issue Priority being given in respect of such Tender
Instruction.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest pursuant to, the Offer,
Holders must validly tender their Notes for purchase by delivering,
or arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by 4.00 p.m.
(London time) on 5 October 2021 unless extended, re-opened, amended
and/or terminated as provided in the Tender Offer Memorandum.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum. Tender
Instructions must be submitted in respect of a minimum principal
amount of Notes of no less than GBP100,000, being the minimum
denomination of Notes, and may be submitted in integral amounts of
GBP1,000 thereafter (see "Procedures for Participating in the
Offer" in the Tender Offer Memorandum for further information).
EXPECTED TIMETABLE OF EVENTS
The times and dates below are indicative only.
Events Times and Dates
Commencement of the Offer 29 September 2021
Announcement of Offer. Tender Offer Memorandum
available from the Tender Agent.
Expiration Deadline 4.00 p.m. (London
Final deadline for receipt of valid Tender time) on 5 October
Instructions by the Tender Agent in order 2021
for Holders to be able to participate
in the Offer.
Announcement of Indicative Results Before 9.00 a.m.
Announcement of valid tenders of Notes (London time) on
for purchase received by the Company pursuant 6 October 2021
to the Offer.
Expected pricing of the New Notes 6 October 2021
Announcement of Final Results At or around 5.00
Announcement of whether the Company will p.m. (London time)
accept (subject to satisfaction or waiver on 6 October 2021
of the New Financing Condition on or prior
to the Tender Offer Settlement Date) valid
tenders of Notes for purchase pursuant
to the Offer and, if so accepted, the
aggregate principal amount of the Notes
accepted for purchase and any pro-ration
factor.
Tender Offer Settlement Date 13 October 2021
Subject to satisfaction or waiver of the
New Financing Condition on or prior to
the Tender Offer Settlement Date, expected
Tender Offer Settlement Date for the Offer.
The above times and dates are subject to the right of the
Company to extend, re-open, amend, and/or terminate the Offer
(subject to applicable law and as provided in the Tender Offer
Memorandum). Holders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a Holder
in order for that Holder to be able to participate in, or (in the
limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Offer by the deadlines
specified in the Tender Offer Memorandum. The deadlines set by any
such intermediary and each Clearing System for the submission and
revocation of Tender Instructions will be earlier than the relevant
deadlines specified above.
FURTHER INFORMATION
Holders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
Barclays Bank PLC and Credit Suisse International, are acting as
Dealer Managers for the Offer and Lucid Issuer Services Limited is
acting as Tender Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers:
Barclays Bank PLC Credit Suisse International
5 The North Colonnade One Cabot Square
Canary Wharf London E14 4QJ
London E14 4BB Telephone: +44 207 883 8763
Telephone: +44 203 134 8515 Attention: Liability Management Desk
Attention: Liability Management Group Email: liability.management@credit-suisse.com
Email: eu.lm@barclays.com
Questions and requests for assistance in connection with the
procedures for participating in the Offer, including the delivery
of Tender Instructions, may be directed to the Tender Agent:
The 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 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.
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 before
any decision is made with respect to the Offer. 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. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such Notes
pursuant to the Offer. The Dealer Managers are acting exclusively
for the Company and no one else in connection with the arrangements
described in this announcement and the Tender Offer Memorandum and
will not be responsible to any Holder for providing the protections
which would be afforded to customers of the Dealer Managers or for
advising any other person in connection with the Offer. None of the
Company, the Dealer Managers or the Tender Agent has made or will
make any assessment of the merits and risks of the Offer or of the
impact of the Offer on the interests of the Holders either as a
class or as individuals, and none of them makes any recommendation
as to whether Holders should tender Notes pursuant to the Offer.
None of the Company, the Dealer Managers or the Tender Agent (or
any of their respective directors, officers, employees agents or
affiliates) is providing Holders with any legal, business, tax or
other advice in this announcement and/or the Tender Offer
Memorandum. Holders should consult with their own advisers as
needed to assist them in making an investment decision and to
advise them whether they are legally permitted to tender Notes for
cash.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy
the New Notes or the guarantee thereof in the United States or any
other jurisdiction. Securities may not be offered, sold or
delivered in the United States absent registration under, or an
exemption from the registration requirements of the Securities Act.
The New Notes and the guarantee thereof have not been, and will not
be, registered under the Securities Act or the securities laws of
any state or other jurisdiction of the United States and may not be
offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S.
Persons.
The target market for the New Notes is eligible counterparties,
as defined in the FCA Handbook Conduct of Business Sourcebook
(COBS), and professional clients, as defined in Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the
EUWA.
The New Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area. For
these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Directive
2014/65/EU (as amended); or (ii) a customer within the meaning of
Directive (EU) 2016/97, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
Directive 2014/65/EU (as amended).
The New Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom. For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (8) of Article 2 of
Regulation (EU) 2017/565 as it forms part of domestic law by virtue
of the EUWA; or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 (as
amended) and any rules or regulations made under such Act to
implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and/or the Tender Offer Memorandum does not
constitute an invitation to participate in the Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement and/or the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
comes are required by each of the Company, the Guarantors, the
Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person (as defined in Regulation S of the Securities
Act (each a "U.S. Person")). This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes may
not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly,
copies of this announcement and the Tender Offer Memorandum and any
other documents or materials relating to the Offer are not being,
and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to a U.S. Person and the Notes cannot be tendered
in the Offer by any such use, means, instrumentality or facility or
from or within or by persons located or resident in the United
States or by any U.S. Persons. Any purported tender of Notes in the
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by a person located in the United States, by a U.S. Person, by any
person acting for the account or benefit of a U.S. Person or by or
any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
This announcement and the Tender Offer Memorandum is not an
offer of securities for sale in the United States or to U.S.
Persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons.
Each Holder of Notes participating in the Offer will represent
that it is not a U.S. Person, located in the United States and it
is not participating in the Offer from the United States, or it is
acting on a non-discretionary basis for a principal located outside
the "United States" that is not giving an order to participate in
the Offer from the United States and who is not a U.S. Person or
acting for the account or benefit of a U.S. Person. For the
purposes of this and the above two paragraphs, United States means
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.
Italy
None of the Offer, this announcement and the Tender Offer
Memorandum and any other documents or materials relating to the
Offer has been or will be submitted to the clearance procedures of
the Commissione Nazionale per le Società e la Borsa ("CONSOB"). The
Offer is being carried out in the Republic of Italy ("Italy") as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999. Holders or beneficial owners
of the Notes can tender some or all of their Notes pursuant to the
Offer through authorised persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offer.
United Kingdom
The communication of this announcement and the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made, and such documents and/or materials have
not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000 (as
amended). Accordingly, such documents and/or materials are not
being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Financial Promotion Order")) or persons who are within
Article 43 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order (together "relevant persons"). Any investment or
investment activity to which this announcement and the Tender Offer
Memorandum relates is available only to, and will be engaged in
only with, relevant persons (and is subject to the other
restrictions referred to in the Financial Promotion Order).
France
The Offer is not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors
(investisseurs qualifiés) as defined in Article L.411-2 1deg of the
French Code monétaire et financier. Neither this announcement, the
Tender Offer Memorandum nor any other documents or materials
relating to the Offer have been or shall be distributed in France
other than to qualified investors (investisseurs qualifiés) and
only qualified investors (investisseurs qualifiés) are eligible to
participate in the Offer. This announcement and the Tender Offer
Memorandum and any other document or material relating to the Offer
have not been and will not be submitted for clearance to nor
approved by the Autorité des Marchés Financiers.
General
This announcement and the Tender Offer Memorandum does not
constitute an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes in the Offer will not be accepted from
Holders) in any circumstances in which such offer or solicitation
is unlawful. In those jurisdictions where the securities, blue sky
or other laws require the Offer to be made by a licensed broker or
dealer and a Dealer Manager or any of their respective affiliates
is such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made by such Dealer Manager or such
affiliate, as the case may be, on behalf of the Company in such
jurisdiction.
Nothing in this announcement and the Tender Offer Memorandum or
the electronic transmission thereof constitutes an offer to sell or
the solicitation of an offer to buy the New Notes in the United
States or any other jurisdiction. No action has been or will be
taken in any jurisdiction in relation to the New Notes to permit a
public offering of securities.
In addition to the representations referred to above in respect
of the United States, each Holder participating in the Offer will
also be deemed to give certain representations in respect of the
other jurisdictions referred to above and generally as set out in
"Procedures for Participating in the Offer" of the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Offer
from a Holder that is unable to make these representations will not
be accepted. Each of the Company, the Dealer Managers and the
Tender Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to the Offer, whether any such representation given by a
Holder is correct and, if such investigation is undertaken and as a
result the Company determines (for any reason) that such
representation is not correct, such tender shall not be
accepted.
[1] Following a step-up event, notice of which was provided to
Holders 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.
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END
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(END) Dow Jones Newswires
September 29, 2021 03:04 ET (07:04 GMT)
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