TIDMPFG
RNS Number : 4236K
Provident Financial PLC
10 April 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, THE RUSSIAN FEDERATION,
THE PEOPLE'S REPUBLIC OF CHINA OR ANY OTHER JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE
OF THIS ANNOUNCEMENT.
PROVIDENT FINANICIAL PLC
RESULTS OF RUMP PLACING
10 April 2018
Following the announcement earlier today regarding valid
acceptances under the fully underwritten Rights Issue, announced by
Provident Financial plc (the "Company" or "Provident Financial"),
the Company confirms that Barclays Bank PLC and J.P. Morgan
Securities plc have procured subscribers for the 3,921,029 New
Ordinary Shares not validly taken up in the Rights Issue,
representing 3.7 per cent. of New Ordinary Shares, at a price of
665 pence per New Ordinary Share.
The net proceeds from the placing of such New Ordinary Shares
(after the deduction of the Issue Price of 315 pence per New
Ordinary Share and the expenses of procuring subscribers, including
any applicable brokerage and commissions and amounts in respect of
VAT), if any, will be paid (without interest) to those persons
whose rights have lapsed in accordance with the terms of the Rights
Issue, pro rata to their lapsed provisional allotments, save that
individual amounts of less than GBP5 will not be paid to such
persons but will be paid to the Company.
The defined terms set out in the Prospectus apply in this
Announcement.
For further details please contact:
Provident Financial plc
Gary Thompson, Head of Investor +44 (0)1274 351
Relations 900
Vicki Turner, Investor Relations +44 (0)1274 351
Manager 900
Richard King, Director of Corporate +44 (0)1274 351
Affairs 900
Jade Byrne, Corporate Communications +44 (0)1274 351
Manager 900
Barclays Bank PLC (Joint Global Co-ordinator and Joint
Bookrunner)
+44 (0) 20 7623
Kunal Gandhi 2323
+44 (0) 20 7623
Derek Shakespeare 2323
+44 (0) 20 7623
Peter Mason 2323
+44 (0) 20 7623
Tom Macdonald 2323
+44 (0) 20 7623
Ben West 2323
J.P. Morgan Securities plc (which conducts its UK investment
banking activities as J.P. Morgan Cazenove) (Sole Sponsor, Joint
Global Co-ordinator and Joint Bookrunner)
+44 (0) 20 7742
Edmund Byers 4000
+44 (0) 20 7742
Jeremy Capstick 4000
+44 (0) 20 7742
Barry Meyers 4000
+44 (0) 20 7742
Kamalini Hull 4000
+44 (0) 20 7742
Virginia Khoo 4000
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, THE RUSSIAN FEDERATION,
THE PEOPLE'S REPUBLIC OF CHINA OR ANY OTHER JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE UK
PROSPECTUS RULES OF THE FINANCIAL CONDUCT AUTHORITY ("FCA") AND
DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT
DOCUMENT. NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT SHOULD FORM
THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN
INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER.
INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED
TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION
CONTAINED IN THE PROSPECTUS IN CONNECTION WITH THE RIGHTS ISSUE.
COPIES OF THE PROSPECTUS WILL BE AVAILABLE FROM THE COMPANY'S
REGISTERED OFFICE AND ON ITS WEBSITE
WWW.PROVIDENTFINANCIAL.COM.
IMPORTANT NOTICE
This announcement has been issued by and is the sole
responsibility of Provident Financial. The information contained in
this announcement is for background purposes only and does not
purport to be full or complete. No reliance may or should be placed
by any person for any purpose whatsoever on the information
contained in this announcement or on its accuracy or completeness.
The information in this announcement is subject to change.
This announcement is not a prospectus but an advertisement and
investors should not acquire any Nil Paid Rights, Fully Paid Rights
or New Ordinary Shares referred to in this announcement except on
the basis of information contained in the Prospectus. Any purchase
of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the
Rights Issue should be made solely on the basis of the information
contained in the Prospectus.
A copy of the Prospectus will be available from the registered
office of Provident Financial and on Provident Financial's website
at www.providentfinancial.com provided that the Prospectus will
not, subject to certain exceptions, be available (whether through
the website or otherwise) to Shareholders in the Excluded
Territories or the United States.
Neither the content of Provident Financial's website (or any
other website) nor any website accessible by hyperlinks on
Provident Financial's website (or any other website) is
incorporated in, or forms part of, this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
New Ordinary Shares or to take up any entitlements to Nil Paid
Rights in any jurisdiction in which such an offer or solicitation
is unlawful. The information contained in this announcement is not
for release, publication or distribution to persons in the United
States or any of the Excluded Territories and should not be
distributed, forwarded to or transmitted in or into any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
This announcement does not constitute, or form part of, an offer
to sell or the solicitation of an offer to purchase or subscribe
for any securities of the Company in the United States or any of
the Excluded Territories. The Provisional Allotment Letters, the
Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares
have not been and will not be registered under the US Securities
Act of 1933, as amended (the "US Securities Act") or under any
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold, taken up, exercised, resold,
renounced, or otherwise transferred, directly or indirectly, in or
into the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States.
There will be no public offering of the Provisional Allotment
Letters, the Nil Paid Rights, the Fully Paid Rights or the New
Ordinary Shares in the United States.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus and the
Provisional Allotment Letter should not be distributed, forwarded
to or transmitted in or into the United States or any of the
Excluded Territories.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and information described in this announcement
and/or the Prospectus. This announcement does not constitute a
recommendation concerning the Rights Issue. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance. Acquiring investments to which this
announcement relates may expose an investor to a significant risk
of losing all of the amount invested. The contents of this
announcement are not to be construed as legal, business, financial
or tax advice. Each Shareholder or prospective investor should
consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
The Underwriters, who are each authorised in the UK by the
Prudential Regulatory Authority and regulated in the UK by the
Prudential Regulatory Authority and the Financial Conduct
Authority, are acting exclusively for Provident Financial and no
one else in connection with the Rights Issue and will not regard
any other person as their respective clients in relation to the
Rights Issue and will not be responsible to any person other than
Provident Financial for providing the protections afforded to
clients of the Underwriters, nor for providing advice in relation
to the Rights Issue, the contents of this announcement or any
transaction, arrangement or any other matters referred to
herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Underwriters under FSMA or the regulatory
regime established thereunder, none of the Underwriters or any of
their respective directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for the contents
of this announcement, (or whether any information has been omitted
from the announcement), or makes any representation or warranty,
express or implied, as to its accuracy, completeness or
verification or for any other statement made or purported to be
made by it, or on its behalf, in connection with Provident
Financial, the Nil Paid Rights, the Fully Paid Rights, the New
Ordinary Shares or the Rights Issue, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available, or for any loss arising from any use of this
announcement or its contents or otherwise arising in connection
therewith. Subject to applicable law, each of the Underwriters
accordingly disclaims all and any liability whether arising in
tort, contract or otherwise (save as referred to above) which it
might otherwise have in respect of this announcement or any such
statement.
In connection with the Rights Issue, the Underwriters and any of
their affiliates, acting as investors for their own accounts, may
subscribe for or purchase Nil Paid Rights, Fully Paid Rights or New
Ordinary Shares and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own accounts in such Nil
Paid Rights, Fully Paid Rights or New Ordinary Shares and other
securities of the Company or related investments in connection with
the Rights Issue or otherwise. Accordingly, references in the
Prospectus to the Nil Paid Rights, Fully Paid Rights or New
Ordinary Shares being issued, offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by, the
Underwriters and any of their affiliates acting as investors for
their own accounts. In addition, the Underwriters or any of their
affiliates may enter into financing arrangements and swaps in
connection with which they or their affiliates may from time to
time acquire, hold or dispose of Nil Paid Rights, Fully Paid Rights
or New Ordinary Shares. The Underwriters do not intend to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
The Underwriters and certain of their respective affiliates have
from time to time engaged in, are currently engaged in, and may in
future engage in, various commercial banking, investment banking
and financial advisory transactions and services in the ordinary
course of their business with the Company. They have received and
will receive customary fees and commissions for these transactions
and services. In addition, Barclays is one of the RCF Lenders and
each of Barclays and JPMorgan Chase Bank, N.A., London Branch is a
Bridge Lender. Each of Barclays and J.P. Morgan Cazenove may have
performed its own credit analysis on the Company. The Company
intends to use a portion of the net proceeds from the Rights Issue
to repay the Bridge Facility in full and to make repayments under
the Revolving Credit Facility.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Nil Paid
Rights, the Fully Paid Rights and the New Ordinary Shares have been
subject to a product approval process, which has determined that
the Nil Paid Rights, the Fully Paid Rights and the New Ordinary
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Nil Paid Rights,
the Fully Paid Rights and the New Ordinary Shares may decline and
investors could lose all or part of their investment; the Nil Paid
Rights, the Fully Paid Rights and the New Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the Nil Paid Rights, the Fully Paid Rights and the New Ordinary
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Rights Issue.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Nil Paid Rights,
the Fully Paid Rights and the New Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Nil Paid Rights, the Fully Paid
Rights and the New Ordinary Shares and determining appropriate
distribution channels.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROIURVKRWAASARR
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