THE OFFER
Rationale for the Offer
The purpose of the Offer is to proactively manage the Company's upcoming debt redemption and to extend its debt maturity profile with the intended issue of New Notes (as defined below).
The Bonds 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 Bonds accepted by it for purchase pursuant to the Offer a cash purchase price equal to 108 per cent. of the principal amount of the Bonds (the "Purchase Price").
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 Bonds accepted by it for purchase pursuant to the Offer (the "Accrued Interest").
New Financing Condition
The Company announced on 15 May 2018 its intention to issue new sterling-denominated notes pursuant to its £2,000,000,000 Euro Medium Term Note Programme (the "New Notes"). Whether the Company will accept for purchase any Bonds 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").
When considering allocations of New Notes, the Company intends to look favourably upon those investors who have, prior to the allocation of the New Notes, indicated their intention to the Company or the Dealer Managers to tender Bonds. Therefore, a Holder of Bonds who wishes to subscribe for New Notes in addition to tendering its Bonds for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of such 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 one of the Dealer Managers (in their capacity as joint lead managers of the issue of the New Notes) in accordance with the standard new issue procedures of such manager. However, the Company is not obliged to allocate New Notes to an investor which has validly indicated an intention to tender Bonds pursuant to the Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being £100,000) which is higher than the denomination of the Bonds (which are in minimum denominations of £50,000 and integral multiples of £1,000 in excess thereof).
The Company is not under any obligation to accept for purchase any Bonds tendered pursuant to the Offer. The acceptance for purchase by the Company of Bonds tendered pursuant to the Offer is at the sole discretion of the Company and tenders may be rejected by the Company for any reason.
Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the offering circular to be prepared in connection with the issue and listing of the New Notes (the "Offering Circular"), and no reliance is to be placed on any representations other than those contained in the Offering Circular. Subject to compliance with all applicable securities laws and regulations, the Offering Circular is expected to become available from the Dealer Managers (in their capacities as joint lead managers of the issue of the New Notes) on request.
The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement constitutes an offer to sell or the solicitation of an offer to buy the New Notes 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 United States Securities Act of 1933, as amended (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, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities. The New Notes are not being, and will not be, offered or sold to retail investors in the European Economic Area.
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 Bonds 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 30 May 2018 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 Bonds of no less than £50,000, being the minimum denomination of Bonds, and may be submitted in integral amounts of £1,000 thereafter.
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 Announcement of Offer. Tender Offer Memorandum available from the Tender Agent. |
22 May 2018 |
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. 30 May 2018 |
Announcement of Results Announcement of whether the Company will accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of Bonds for purchase pursuant to the Offer and, if so accepted, the aggregate principal amount of the Bonds accepted for purchase. |
As soon as reasonably practicable on 31 May 2018 |
Settlement Date Subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, expected Settlement Date for the Offer. |
4 June 2018 |
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 Bonds 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 before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission 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.
Banco Santander, S.A., Barclays Bank PLC, Lloyds 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:
Banco Santander, S.A. Gran Vía de Hortaleza 3 Edificio Pedreña 28033 Madrid Telephone: +44 207 756 6909 Attention: Liability Management Email: t[email protected]/[email protected] |
Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB Telephone: +44 203 134 8515 Attention: Liability Management Group Email: [email protected] |
Lloyds Bank plc 10 Gresham Street London EC2V 7AE Telephone: +44 207158 1719/1726 Attention: Liability Management Email: [email protected] |
NatWest Markets Plc 250 Bishopsgate London EC2M 4AA Telephone: +44 207 678 5222 Attention: Liability Management Email: [email protected] |
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: Thomas Choquet
Email: [email protected]
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 Andrew Fisher 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 Bonds 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 Bonds 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 Bonds 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 Bonds 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 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 Bonds 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 Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds 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.
This announcement and the Tender Offer Memorandum is not an offer to buy or sell, or a solicitation of an offer to sell or buy, any Bonds or other securities in the United States. 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, any U.S. person (as defined in Regulation S of the United States Securities Act of 1933, as amended).
Each Holder of Bonds 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 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") pursuant to Italian laws and regulations. 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, as amended. Holders or beneficial owners of the Bonds that are located in Italy may tender their Bonds in 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 Bonds 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"). Neither this announcement and the Tender Offer Memorandum nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, 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 and the Tender Offer Memorandum has 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 Bonds (and tenders of Bonds 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. 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 Bonds 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 Bonds 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.
