TIDMPFG TIDMNSF
RNS Number : 2967Y
Provident Financial PLC
08 May 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
8 May 2019
Provident Financial plc ("Provident")
Schroders letter to the Chairman of Provident regarding NSF's
unsolicited offer
A letter sent by Schroders to Provident Chairman Patrick
Snowball on Tuesday 7th May regarding NSF's unsolicited offer is
published below.
The Provident Board believes that the offer is significantly
flawed and value destructive, and urges its shareholders to take no
action in relation to NSF's offer.
.......................................................................................................................................
Schroders
1 London Wall Place
07 May 2019
Provident Financial Plc
Dear Chairman
Re: NSF's offer to acquire Provident Financial (PFG)
Schroders manages or administers over GBP420 billion on behalf
of institutional and retail
investors, financial institutions and high net worth clients
from around the world, invested in a
broad range of asset classes across equities, fixed income,
multi-asset and alternatives. We are
long term, active investors and currently hold 14.6% of PFG
stock and has no holding in Non-
Standard Finance.
We are writing to let you know that we will not be accepting
NSF's offer for PFG.
Schroders does not believe that NSF's offer is in the best
interest of PFG shareholders. PFG has
faced a number of issues in recent years, but the Q1 trading
statement shows that it is on track
with its recovery and rehabilitation. In our view, NSF's bid
risks destabilising this recovery, and
brings additional regulatory risks and uncertainty. By issuing a
deadline for acceptances that
falls before the outcome of the CMA investigation is known, NSF
forces PFG shareholders to
underwrite any costs of redress blindly. It also risks creating
a crisis of governance if the CMA
investigation takes time to conclude.
NSF faces a number of operational and regulatory challenges,
including an FCA investigation of
its guarantor lending business. We do not believe the
shareholders of PFG who are also
collectively majority shareholders in NSF (namely Woodford,
Invesco and Marathon) should be
seeking to impose the challenges of the latter company on the
former. We are concerned that
the right of minority shareholders are not being protected, and
that this represents poor
stewardship.
In our view, the best interest of PFG shareholders would be best
served by the existing
management continuing to execute on their recovery plans.
Given the urgency of this situation, and in line with our policy
on escalating engagements, we
will be making our views public.
Yours sincerely
Kevin Murphy
Fund Manager, Schroders
Jessica Ground
Global Head of Stewardship
.......................................................................................................................................
Enquiries
Provident Financial plc, Tel: +44 12 7435 1135
Patrick Snowball, Chairman
Malcolm Le May, Chief Executive Officer
Gary Thompson / Vicki Turner, Investor Relations, Tel: +44 12
7435 1900
Richard King, Media, Tel: +44 20 3620 3073
Barclays (Joint Lead Financial Adviser and Corporate Broker to
Provident Financial)
Richard Taylor, Tel: +44 20 7623 2323
Kunal Gandhi
Francesco Ceccato
Derek Shakespeare
J.P. Morgan Cazenove (Joint Lead Financial Adviser and Corporate
Broker to Provident Financial)
Ed Byers, Tel: +44 20 7742 4000
Jeremy Capstick
Claire Brooksby
James Robinson
Jefferies (Financial Adviser to Provident Financial)
Graham Davidson, Tel: +44 20 7029 8000
Philip Noblet
Barry O'Brien
Brunswick (PR Adviser to Provident Financial)
Nick Cosgrove, Tel: +44 20 7404 5959
Charles Pretzlik
Simone Selzer
Further Information
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
Financial Conduct Authority (the "FCA") and the PRA, is acting
exclusively as corporate broker and financial adviser for Provident
Financial and no one else and will not be responsible to anyone
other than Provident Financial for providing the protections
afforded to clients of Barclays nor for providing advice in
relation to any matter referred to in this announcement.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove, is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom. J.P.
Morgan Cazenove is acting exclusively as corporate broker and
financial adviser to Provident Financial and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters set out in this announcement and will not be responsible to
anyone other than Provident Financial for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, or
for providing advice in relation to the contents of this
announcement or any other matter referred to herein.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting for Provident Financial and no one else in connection with
the matters set out in this announcement. In connection with such
matters, Jefferies will not regard any other person as their
client, and will not be responsible to anyone other than Provident
Financial for providing the protections afforded to clients of
Jefferies or for providing advice in relation to the contents of
this announcement or any other matter referred to herein. Neither
Jefferies nor any of its subsidiaries, affiliates or branches owes
or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Jefferies in connection with this announcement, any statement
contained herein or otherwise.
Forward looking statements
This announcement may contain certain "forward looking
statements" regarding the financial position, business strategy or
plans for future operations of Provident Financial. All statements
other than statements of historical fact included in this document
may be forward looking statements. Forward looking statements also
often use words such as "believe", "expect", "estimate", "intend",
"anticipate" and words of a similar meaning. By their nature,
forward looking statements involve risk and uncertainty that could
cause actual results to differ materially from those suggested by
them. Much of the risk and uncertainty relates to factors that are
beyond Provident Financial's ability to control or estimate
precisely, such as future market conditions and the behaviours of
other market participants, and therefore undue reliance should not
be placed on such statements which speak only as at the date of
this document. Provident Financial does not assume any obligation
to, and does not intend to, revise or update these forward looking
statements, except as required pursuant to applicable law or
regulation.
Important Notices
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on the Provident Financial website at
www.providentfinancial.com by no later than 12 noon (London time)
on the business day following this announcement. For the avoidance
of doubt, the content of this website is not incorporated by
reference into, and does not form part of, this announcement.
This communication is not intended to and does not constitute an
offer to buy or the solicitation of an offer to subscribe for or
sell or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction. The release,
publication or distribution of this communication in whole or in
part, directly or indirectly, in, into or from certain
jurisdictions may be restricted by law and therefore persons in
such jurisdictions should inform themselves about and observe such
restrictions.
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
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