Takeover Offers
NOTICE OF OFFER BY
NON-STANDARD FINANCE PLC (“NSF”) FOR
PROVIDENT FINANCIAL PLC (“PROVIDENT”)
NSF announces that, by means of an offer document dated and posted on 9 March 2019 (the “Offer Document”) (together with the accompanying form of acceptance (the “Form of Acceptance”)) and by means of this notice, NSF is making an offer to acquire the entire issued and to be issued share capital of Provident (the “Offer”). Capitalised terms used but not defined in this notice have the meanings set out in the Offer Document dated 9 March 2019.
Copies of the Offer Document setting out the terms and conditions of the Offer, the Form of Acceptance, and the prospectus published by NSF in connection with the issue of the New NSF Shares for the purpose of the Offer (the “Prospectus”) are available free of charge, subject to certain restrictions relating to persons located in the United States of America or any jurisdiction where local laws or regulations may result in risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Provident Shareholders in that jurisdiction including, without limitation, Canada, New Zealand and Japan (each a “Restricted Jurisdiction” and, together, the “Restricted Jurisdictions”), on NSF’s website at www.nsfgroupplc.com. They are also available for inspection at the offices of the Receiving Agent, Computershare, at The Pavilions, Bridgwater Road, Bristol BS13 8AE, subject to certain access restrictions relating to citizens, residents or nationals of Restricted Jurisdictions.
The Offer comprises an all-share offer, the full terms and conditions applicable to which (including details of how the Offer may be accepted) are set out in the Offer Document. The value per Provident Share being offered is 8.88 New NSF Shares.
This notice does not constitute, and must not be construed as, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities, pursuant to the Offer or otherwise. The Offer is being made solely by the Offer Document and, in the case of Provident Shareholders holding Provident Shares in certificated form, the Form of Acceptance.
The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in the case of certificated shares only, the Form of Acceptance. Provident Shareholders who accept the Offer may rely only on the Offer Document and the Form of Acceptance, in the case of certificated shares only, for all the terms and conditions of the Offer. The Prospectus contains further information about the New NSF Shares, NSF, the NSF Group and the Enlarged NSF Group.
The Offer is, by means of this notice subject to certain restrictions relating to persons located in the United States of America or any Restricted Jurisdiction, being extended to all persons to whom the Offer Document may not be despatched who hold Provident Shares. Such persons are informed that copies of the Offer Document and the Form of Acceptance are available for inspection at the offices of the Receiving Agent, Computershare at The Pavilions, Bridgwater Road, Bristol BS13 8AE.
The Offer, which has been made by means of the Offer Document and this notice, will be open for acceptance until 1.00 pm on 8 May 2019 (or such later time(s) and/or date(s) as NSF may, with the consent of the Panel or in accordance with the City Code, decide).
The Offer is not being made and is not capable of acceptance from, directly or indirectly, in or into, or by use of the mails or any means of instrumentality (including, without limitation, electronic mail, facsimile transmission, telephone, internet or other forms of electronic communications) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States or any area subject to its jurisdiction or any political division thereof, nor is it being made in Canada, New Zealand or Japan or any other Restricted Jurisdiction. Accordingly, this notice is not being published and may not be forwarded, distributed or sent, and neither the Offer Document nor the Form of Acceptance (nor any related offering document(s)) are being or may be mailed or otherwise forwarded, distributed or sent, in, into or from the United States of America, Canada, New Zealand, or Japan or any other Restricted Jurisdiction and doing so may render any purported acceptance of the Offer invalid.
The Offer will be made pursuant to Section 14(e) and Regulation 14E under the US Securities Exchange Act of 1934, as amended (the “US 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. The New NSF Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (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 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 the United States or any Restricted Jurisdiction if to do so would constitute (or result in the Offer constituting) a violation of relevant laws or require registration thereof.
If you are in any doubt about the Offer or the contents of this notice or the Offer Document or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or an independent financial adviser duly authorised under the FSMA if you are located in the United Kingdom or, if you are located outside the United Kingdom, an appropriately authorised independent financial adviser.
This notice, which is published by NSF, has been approved by Ondra LLP and Deutsche Bank AG solely for the purposes of Section 21 of the Financial Services and Markets Act 2000. 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 notice or the Offer Document and will not regard any other person as its client in relation to the matters set out in this notice or the Offer Document 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 notice or the Offer Document. 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 notice or the Offer Document, 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 notice or the Offer Document.
14 March 2019