TIDMPFG
RNS Number : 9114U
Provident Financial PLC
03 August 2020
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)
3 August 2020
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, Provident Financial Management Services
Limited, Provident Personal Credit Limited, Duncton Group Limited,
Moneybarn Group Limited and Moneybarn No.1 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 3 August
2020 (the "Tender Offer Memorandum") prepared by the Company and is
subject to the offer restrictions set out below under the heading
"Offer and Distribution Restrictions" 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
herewith have the meanings given to them in the Tender Offer
Memorandum. Details of the Notes are set out in the table
below:
Outstanding Minimum Purchase Price Maximum
Description ISIN/ Common Principal Purchase Acceptance
of the Notes Code Amount Price Amount
------------------ ------------------------ ------------------ -------------- ----------------- -------------------
GBP250,000,000 XS1827005411/182700541 GBP250,000,000 94 per cent. To be determined GBP75,000,000
of the nominal pursuant to a
amount of the modified Dutch
Notes auction process
as set out herein
7.000 per cent.
Notes due 2023
THE OFFER
Rationale for the Offer
In line with the Company's stated ambition at last year's
Capital Markets Day, the Company intends to proactively manage its
outstanding debt and seek efficiencies where possible. It
demonstrates the group's strong capital and liquidity positions
that the Company is able to launch such a transaction and
illustrates one of the benefits of having a bank within the group.
Furthermore, the Offer will provide liquidity to those Holders
whose Notes are accepted in the Offer.
The Notes purchased by the Company pursuant to the Offer are
expected to be cancelled and will not be re-issued or re-sold.
Notes which have not been validly submitted and accepted for
purchase pursuant to the Offer will remain outstanding.
Purchase Price
The Company will pay for Notes accepted by it for purchase
pursuant to the Offer a cash purchase price (expressed as a
percentage of the nominal amount of Notes accepted for purchase
pursuant to the Tender Offer and rounded to the nearest 0.10 per
cent. (with 0.05 per cent. rounded upwards)) (the "Purchase Price")
determined in accordance with the modified Dutch auction procedures
described in the Tender Offer Memorandum, and subject to the
Minimum Purchase Price in respect of the Notes, as set out in the
table on the cover page of this announcement.
Maximum Acceptance Amount
The Company proposes to accept for purchase Notes up to a
maximum aggregate principal amount equal to the maximum acceptance
amount of GBP75,000,000 (the "Maximum Acceptance Amount") 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 or less 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.
Such pro rata allocations will be calculated in relation to the
Notes by multiplying the aggregate principal amount of the Notes
represented by each validly submitted and accepted Tender
Instruction by a pro-ration factor equal to (i) the Maximum
Acceptance Amount divided by (ii) the aggregate principal amount of
the Notes validly tendered and accepted in the Offer (subject to
adjustment to allow for the aggregate principal amount of Notes
accepted for purchase, following the rounding of Tender
Instructions as set out below to equal the Maximum Acceptance
Amount exactly). Each tender of Notes reduced in this manner will
be rounded to the nearest GBP1,000 principal amount.
Accrued Interest
The Company will also pay accrued interest from (and including)
the last interest payment date to (but excluding) the Settlement
Date in respect of Notes accepted by it for purchase pursuant to
the Offer (the "Accrued Interest").
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.
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 10 August 2020 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 the Notes, and may be submitted in integral
multiples 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
(All times are London
time)
Commencement of the Offer 3 August 2020
Announcement of Offer. Tender Offer
Memorandum available from the Tender
Agent.
Expiration Deadline 4.00 p.m. 10 August 2020
Final deadline for receipt of valid
Tender Instructions by the Tender Agent
in order for Holders to be able to
participate in the Offer.
Announcement of Results As soon as reasonably
Announcement of whether the Company practicable on 11 August
will accept valid tenders of Notes 2020
for purchase pursuant to the Offer
and, if so accepted, the aggregate
principal amount of the Notes accepted
for purchase, together with the Purchase
Price and applicable pro-ration factor,
if any.
Settlement Date 12 August 2020
Expected Settlement Date for the Offer.
Payment of the Purchase Price and Accrued
Interest in respect of 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 NatWest Markets Plc 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 NatWest Markets Plc
5 The North Colonnade 250 Bishopsgate
Canary Wharf London EC2M 4AA
London E14 4BB Telephone: +44 207 678 5222
Telephone: +44 203 134 8515 Attention: Liability Management
Attention: Liability Management Group Email: liabilitymanagement@natwestmarkets.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
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Telephone: +44 20 7704 0880
Attention: David Shilson / Owen Morris
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 ("MAR"), encompassing information relating
to the Offer described above. For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by John Rowan 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.
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.
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 any persons located
or resident in the United States. 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 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.
Each Holder of Notes participating in the Offer will represent
that it is not 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. 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, 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, to the
public in the Republic of France ("France"). None of this
Announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offer has been or shall be distributed to
the public in France and only qualified investors (investisseurs
qualifiés) other than individuals, in each case acting on their own
account and all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et
Financier, are eligible to participate in the Offer. This
Announcement, 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.
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.
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
TENUPUUGRUPUURW
(END) Dow Jones Newswires
August 03, 2020 04:13 ET (08:13 GMT)
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