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).
Provident Financial plc (the "Company") announces today an invitation to holders of its £250,000,000 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 of the Notes |
ISIN/ Common Code |
Outstanding Principal Amount |
Purchase Price |
Maximum Acceptance Amount |
|
£250,000,000 7.00[1] per cent. Notes due 2023 |
XS1827005411/ 182700541 |
£175,000,000 |
105.50 per cent. |
An aggregate principal amount of the Notes equal to the aggregate principal amount of New Notes issued less £100,000,000
|
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 £100,000,000 (the "Maximum Acceptance Amount") (which is expected to be between £50,000,000 and £100,000,000 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 £2,000,000,000 Euro Medium Term Note Programme (the "New Notes") (which issuance is indicatively expected to be in aggregate principal amount between £150,000,000 and £200,000,000, 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 £100,000). 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 £100,000, being the minimum denomination of Notes, and may be submitted in integral amounts of £1,000 thereafter (see "Procedures for Participating in the Offer" in the Tender Offer Memorandum for further information).
The times and dates below are indicative only.
|
Events |
Times and Dates |
|
Commencement of the Offer Announcement of Offer. Tender Offer Memorandum available from the Tender Agent. |
29 September 2021 |
|
Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Holders to be able to participate in the Offer. |
4.00 p.m. (London time) on 5 October 2021 |
|
Announcement of Indicative Results Announcement of valid tenders of Notes for purchase received by the Company pursuant to the Offer. |
Before 9.00 a.m. (London time) on 6 October 2021 |
|
Expected pricing of the New Notes |
6 October 2021 |
|
Announcement of Final Results Announcement of whether the Company will accept (subject to satisfaction or waiver 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. |
At or around 5.00 p.m. (London time) on 6 October 2021 |
|
Tender Offer Settlement Date 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. |
13 October 2021 |
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 5 The North Colonnade Canary Wharf London E14 4BB Telephone: +44 203 134 8515 Attention: Liability Management Group Email: eu.lm@barclays.com |
Credit Suisse International One Cabot Square London E14 4QJ
Telephone: +44 207 883 8763 Attention: Liability Management Desk |
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.
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 1° 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.
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.