Acquisition of Everyday Loans for £235 million

RNS Number : 0022I

Non-Standard Finance PLC

04 December 2015

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This Announcement is an advertisement and not a prospectus. Neither this Announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any transferable securities referred to in this Announcement except on the basis of information contained in any prospectus (the "Prospectus") in its final form that may be published by Non-Standard Finance plc ("NSF" or the "Company") in due course. Following its publication, the Prospectus will (subject to certain access restrictions) be available online at www.nonstandardfinance.com and at the Company's registered office. This Announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa or in any other jurisdiction.

Please see the important notice at the end of this Announcement.

Non-Standard Finance plc

("Non-Standard Finance", "NSF" or the "Company")

Acquisition of Everyday Loans for £235 million

Placing and Open Offer of New Ordinary Shares to raise £160 million at 85 pence per New Ordinary Share

Notice of General Meeting

Non-Standard Finance ("NSF", "Non-Standard Finance" or, together with its subsidiaries, the "Group"), which has been established to acquire and operate non-standard consumer finance businesses, has entered into an agreement to acquire Everyday Loans Holdings Limited, and thereby the group of companies known as "Everyday Loans" or the "Everyday Loans Group", from Secure Trust Bank PLC ("STB") for an enterprise value of £235 million, (the "Acquisition") to be funded by a placing and open offer (the "Capital Raising") of 188,235,825 new ordinary shares (the "New Ordinary Shares") in NSF at an offer price of 85 pence per New Ordinary Share (the "Offer Price"), the issue of new ordinary shares in NSF to STB (the "Consideration Shares") and a new debt facility.

Everyday Loans is a standout performer in non-bank, branch-based, unsecured consumer lending in the U.K., with 36 branches and approximately 37,000 customers as at 30 June 2015, over 4.9x larger than the second largest such lender as measured by outstanding loan balances. Everyday Loans' newer guaranteed loans capability additionally provides a platform upon which further growth in a target sub-sector can be achieved. The directors of the Company (the "Directors" or the "Board") believe that Everyday Loans is complementary to NSF's existing Loansathome4u business, and that there is considerable potential for accelerated growth under NSF's ownership. The Board believes that there is compelling strategic rationale for the Acquisition:

§ Everyday Loans enables entry into two of NSF's target sub-sectors - an established branch-based lending business and a platform for entry into the guaranteed loans market - and complements Loansathome4u

§ High quality loan book with relatively low impairments and excellent customer satisfaction levels - 98% positive feedback according to FEEFO - leading to repeat business

§ Everyday Loans is a fast growing business with significant further potential under NSF's ownership - growth in the loan book, underlying revenue and underlying operating profit of 17.3%, 19.2% and 38.2% respectively on an annualised basis between 2012 and 2014

§ Attractive risk return profile comfortably fits targeted sustainable return - revenue yield of 48.0% and risk adjusted margin of 39.8% for year ended 31 December 2014

§ Strong brand, management and compliance procedures enhance sustainability of the business. Everyday Loans' highly experienced management team will join NSF as part of the Acquisition

John van Kuffeler, NSF's Chairman, said:

"Our second acquisition demonstrates the Board's continued focus on creating a multi-faceted non-standard consumer finance business and I am delighted to announce further progress in the implementation of our strategy. With the completion of this acquisition we will have operations in all of our current target sub-sectors. Everyday Loans is a leading branch-based non-bank lender in the U.K. and its guaranteed loans operations, whilst small, provide a platform for growth in that market.

"Everyday Loans is a strong and differentiated business for which we have exciting expansion plans. By applying our expertise and management skills we intend to grow its branch network; widen its customer base; and accelerate growth in its guaranteed loans business.

"We remain committed to offering financial services to a disenfranchised part of the UK's population by treating customers fairly, delivering excellent service and lending responsibly."

NSF's strategy for Everyday Loans

§ Run as an independent division, benefiting from investment capital, infrastructure and expertise

§ Widen the customer constituency using NSF's knowledge and experience to target a broader range of applicants

§ Accelerate branch expansion - increasing proximity to current/future customers, supporting sustainable growth

§ Accelerate growth in the business's guaranteed loans operations through the enhancement of the management team and a focus on increased lead generation from the broker network

Financial highlights

§ The Acquisition values Everyday Loans at an Enterprise Value of approximately £235 million, equating to an EV/NOPAT of 18.1x¹ on LTM to 30 June 2015 and EV/gross assets of 2.3x as at 30 June 2015

§ Underlying revenue² of £35.8 million in FY14, a CAGR of 19.2% since FY12

§ Adjusted operating profit³ of £15.5 million in FY14, a CAGR of 38.2% since FY12 with adjusted operating profit margin⁴of 38.6% for FY14

§ Return on Assets⁵ of 18.5% in FY14, growth of 630bps since FY12

§ Loan book increased to £102.3 million as at 30 June 2015. Grew at a CAGR of 17.3% between 2012 and 2014

§ Expected to be immediately accretive to earnings per share

¹Calculated as enterprise value divided by Last Twelve Months adjusted operating profit, taxed at an assumed rate of 20%

2 Excluding insurance income, which has been discontinued

3 Adjusting for £9m exceptional management charge in 2014, before interest expense

4 Operating margin before interest expense and exceptional items, based on total revenue

5 Defined as adjusted operating profit (which consists of operating profit excluding non-recurring management charges and before interest and extraordinary items)/average amount receivable from customers

General Meeting

The Capital Raising is subject to a number of conditions, including approval by the Company's shareholders ("Shareholders") of the Resolutions to be proposed at the General Meeting. Notice convening the General Meeting to be held at 11 a.m. on 6 January 2016 at 10 Greycoat Place, London, SW1P 1SB (the "Notice of General Meeting") will be sent to Shareholders with the prospectus which is expected to be published by the Company on or about 7 December 2015, and which will contain further details of the Capital Raising and Acquisition (including certain risk factors and actions to be taken by shareholders) (the "Prospectus"). A copy of the Prospectus will be available, once published, from the Company's registered office at 5^th Floor, 6 St Andrew Street, London, EC4A 3AE, on the Company's website (subject to certain access restrictions) at www.nonstandardfinance.com/ and on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

The Company has received irrevocable undertakings to, amongst other things, vote in favour of the Resolutions in respect of a total of 43,523,797 Ordinary Shares, representing, in aggregate, approximately 41.3% of the Company's issued share capital.

Abridged expected timetable of principal events

Record Date for entitlement under the Open Offer (as defined in the appendix to this Announcement)	5.30 p.m. on 3 December 2015
Publication and posting of the Prospectus	7 December 2015
Ex-entitlement Date for the Open Offer	7 December 2015
Latest time and date for receipt of completed Application Forms (as defined in the appendix to this Announcement) and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	11.00 a.m. on 4 January 2016
Results of the Capital Raising announced through a Regulatory Information Service	5 January 2016
General Meeting	11.00 a.m. on 6 January 2016
Admission and commencement of dealings in New Ordinary Shares	by 8 a.m. on 7 January 2016
Completion of the Acquisition ("Completion")	by no later than 1 May 2016
Cancellation, readmission and recommencement of dealings on the London Stock Exchange of Ordinary Shares	8.00 a.m. on the date after Completion

The times and dates set out in the abridged expected timetable of principal events above and mentioned in this Announcement, the Prospectus and in any other document issued in connection with the Capital Raising are subject to change by the Company (with the agreement of, in certain instances, the Bookrunner or STB), in which event details of the new times and dates will be notified to the U.K. Listing Authority, the London Stock Exchange and, where appropriate, to Shareholders.

Terms of the Capital Raising

NSF intends to raise approximately £160 million gross proceeds from the Capital Raising in order to part-fund the Acquisition and related expenses. 188,235,825 New Ordinary Shares will be issued through the Placing and Open Offer on the basis of 59 New Ordinary Shares for every 33 Existing Ordinary Shares.

The Offer Price of 85 pence per New Ordinary Share represents a discount of 9.6% to the Closing Price of 94 pence per Ordinary Share on 3 December 2015 (being the last business day before this Announcement).

The Board has given careful consideration as to how to structure the proposed issuance of equity and has concluded that a placing and open offer is the most suitable option available to the Company and its Shareholders at this time.

An accelerated bookbuild offering ("the Bookbuild") for the placing will be carried out by J.P. Morgan Securities plc, which conducts its U.K. investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and Peel Hunt LLP ("Peel Hunt"). The Bookbuild will open with immediate effect. The Capital Raising has been fully underwritten by J.P. Morgan Cazenove subject to the conditions and termination rights set out in the Placing and Open Offer Agreement entered into on 4 December 2015 between the Company, J.P. Morgan Cazenove and Peel Hunt (the "Placing and Open Offer Agreement"). Further details of the Placing and Open Offer Agreement and the Capital Raising will be included in the Prospectus. The terms and condition of the placing are also included in the Appendix to this Announcement.

Pursuant to the Acquisition Agreement, 23,529,412 Consideration Shares (representing a value of approximately £20 million at the Offer Price) will be issued to STB on Completion (subject to admission to the standard listing segment of the Official List of the U.K. Listing Authority and to trading on London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities). STB will be subject to a lock up arrangement in respect of the Consideration Shares for a period of six months after Completion.

Impact on Non-Standard Finance Shareholders

The Acquisition of Everyday Loans constitutes a reverse takeover by NSF for the purposes of the Listing Rules and accordingly, upon completion of the Acquisition (expected to occur in Q1 2016), the listing of all NSF's Ordinary Shares then in issue will be cancelled. An application will be made to the U.K. Listing Authority and to the London Stock Exchange for all the ordinary shares of NSF to be re-admitted to the standard listing segment of the Official List of the U.K. Listing Authority and to trading on London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities as soon as practicable after such cancellation ("Readmission").

Although STB is subject to a public disclosure regime under the AIM Rules, under Listing Rule 5 NSF is required to provide certain additional information regarding Everyday Loans to ensure that there is sufficient information available to the public with regard to the proposed Acquisition in order to avoid a suspension of the Company's shares. The information required under Listing Rule 5.6.15G is set out in this Announcement and in the Prospectus.

In accordance with Listing Rule 5.6.15G(3), the Board of NSF considers that this Announcement contains sufficient information about Everyday Loans to provide a properly informed basis for assessing Everyday Loans financial position.

In accordance with Listing Rule 5.6.15G(4), the Board of NSF confirms that NSF has made the necessary arrangements with STB to enable the Company to keep the market informed without delay of any developments concerning Everyday Loans that would be required to be released were Everyday Loans part of NSF.

The Board of NSF today also confirms that until Readmission (or such other date as required by the U.K. Listing Authority), NSF will make any Announcement that would be required in order to be compliant with its obligations under the Disclosure and Transparency Rules of the Financial Conduct Authority on developments in relation to the assets that it intends to acquire from STB as if those assets were already part of NSF.

Information on Everyday Loans

1. Introduction

Everyday Loans operates within the non-bank, branch-based unsecured consumer lending sector in the U.K., with 36 branches and approximately 37,000 customers as at 30 June 2015, with a newer guaranteed loans capability. Everyday Loans is the largest non-bank, branch-based unsecured consumer lender in the U.K., and approximately 4.9x larger than the second largest as measured by outstanding loan balances.

Everyday Loans was established by its management team and Alchemy Partners in 2006. STB acquired Everyday Loans from its management team and Alchemy Partners on 8 June 2012. Everyday Loans is currently 100 per cent. owned by STB, whose share capital is admitted to trading on AIM. The management team is led by Danny Malone, who co-founded Everyday Loans in 2006.

2. Accounting policies and historical financial information relating to Everyday Loans

STB prepares its consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). As Everyday Loans is a subset of STB, financial statements for STB also include entities which would not form part of NSF's group following completion of the Acquisition. Therefore, unaudited "carve-out" accounts have been prepared for the Everyday Loans Group for the financial years ended 31 December 2012, 31 December 2013 and 31 December 2014 and the six month periods ended 30 June 2014 and 30 June 2015 (collectively the "Carve Out Accounts"). The Carve Out Accounts have been prepared under IFRS. In accordance with Listing Rule 5.6.15G(1), the Carve Out Accounts are set out in the annex to this Announcement.

No material differences between the accounting policies adopted by the Group and those adopted by the Everyday Loans Group in the Carve Out Accounts for the years presented in this Announcement have been identified. The Prospectus, when published, will contain audited accounts for the Everyday Loans Group for the financial years ended 31 December 2012, 31 December 2013 and 31 December 2014 and unaudited accounts for the six month periods ended 30 June 2014 and 30 June 2015.

3. Key non-financial operating and performance information on Everyday Loans

In accordance with Listing Rule 5.6.15G(2), set out below is the key non-financial operating and performance information relating to Everyday Loans, as well as trend information for the period from 31 December 2014 to the date of this Announcement.

A typical Everyday Loans customer comes from the C2D socio-economic groups, earning close to the average national income, must be in employment, and must have a bank account and a three year address history in the U.K.

The typical loan amount is between £1,000 and £4,000. These loans are largely used for debt consolidation, home improvement and car purchases.

The consumer finance sector has been regulated by the FCA since 1 April 2014. The introduction of the FCA regulatory regime is expected by NSF to put increasing pressure on smaller competitors and drive market share gains for the larger incumbents.

As at 30 June 2015, the Everyday Loans Group had a net loan book of £102.3 million (compared to £91.0 million as at 31 December 2014), incorporating £2 million of secured loan receivables and £5.7 million of guarantor loan receivables, and had net assets of £7.0 million (compared to £2.2 million as at 31 December 2014). For the six months ended 30 June 2015, the Everyday Loans Group generated £21.2 million of revenues and £7.6 million of adjusted operating profit (compared to £18.8 million and £6.9 million respectively for the same period last year).

Further details of Historical Financial Information for the Everyday Loans Group covering the three years ended 31 December 2012, 31 December 2013 and 31 December 2014, and the six months ended 30 June 2014 and the six months ended 30 June 2015 are set out in the annex to this Announcement.

4. Everyday Loans trading since 30 June 2015

Everyday Loans' results of operations since 30 June 2015 have been broadly consistent with trends witnessed during the periods under review and total outstanding loan balances have continued to grow.

Conference call

John van Kuffeler, Chairman, and Nick Teunon, Chief Financial Officer, will host a conference call today at 8.30 a.m. Details of the conference call are as follows:

Dial-in no: +44 20 3059 8125

Conference ID: Non Standard Finance - no password required

Replay (available for one week)

Dial-in no: +44 12 1260 4861

Conference reference number: 2266584#

This preceding summary should be read in conjunction with the full text of the following Announcement and its appendices, together with the Prospectus which is expected to be published on or around 7 December 2015.

For more information

Non-Standard Finance plc John van Kuffeler, Chairman Nick Teunon, Chief Financial Officer & Company Secretary c/o Bell Pottinger	+44 (0) 20 3772 2500
J.P. Morgan Cazenove (Global Co-ordinator, Bookrunner, Underwriter and Joint Corporate Broker) Laurence Hollingworth Mike Collar Nicholas Hall Virginia Khoo	+44 (0) 20 7742 4000
Peel Hunt LLP (Lead Manager and Joint Corporate Broker) Adrian Haxby Alastair Rae Guy Wiehahn Edward Fox	+44 (0) 20 7418 8900
Bell Pottinger Olly Scott Molly Stewart	+44 (0) 20 3772 2500

IMPORTANT NOTICE:

This Announcement, and the information contained therein, is the sole responsibility of the Company and its directors. It is for information purposes only and is not intended to and does not constitute an offer or invitation to purchase or subscribe for, or any solicitation to purchase of subscribe for any of the securities referred to herein. The information contained herein is not for release, distribution or publication, directly or indirectly, in or into the United States, Canada, Australia, Japan, New Zealand, South Africa or any other jurisdiction where applicable laws prohibit its release, distribution or publication. The distribution of this Announcement in other jurisdictions may be restricted by law and persons into whose possession this document comes must inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the applicable securities laws.

The Ordinary Shares have not been and will not be registered under applicable securities laws of Australia, Canada, Japan, New Zealand or South Africa. Subject to certain exceptions, the Ordinary Shares may not be offered, sold, resold, transferred or distributed directly or indirectly, within, into or in Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction.

The Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, resold, renounced, transferred or delivered, directly or indirectly, into or within the United States except pursuant to applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. 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 offer of the New Ordinary Shares in the United States and no public offer of securities is being made in any jurisdiction by virtue of this Announcement.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the Financial Conduct Authority. J.P. Morgan Cazenove and Peel Hunt are acting exclusively for the Company and for no-one else in connection with the Capital Raising, Admission and Readmission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove and Peel Hunt respectively or for providing advice in relation to the contents of this Announcement, the Placing and Open Offer and Admission or any transaction, arrangement, or other matter referred to in this Document or any matter referred to in it. Neither of J.P. Morgan Cazenove or Peel Hunt makes any representation, express or implied, as to the contents of this Announcement or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under stature or otherwise) to any person who is not a client in connection with this Announcement, any statements herein or otherwise.

Each of Bell Pottinger LLP ("Bell Pottinger"), J.P. Morgan Cazenove, Peel Hunt and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this Announcement whether as a result of new information, future developments or otherwise.

Certain figures contained in this Announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this Announcement may not conform exactly with the total figure given.

Except as explicitly stated, neither the content of the Group's nor Everyday Loans' website, nor any website accessible by hyperlinks on the Group's or Everyday Loans' website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning the Capital Raising. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. 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.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements." In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets," "believes," "estimates," "anticipates," "expects," "intends," "may," "will," "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the Announcement and include statements regarding the intentions, beliefs or current expectations of the Company and the Board of Directors concerning, among other things: (i) the Company's acquisition and financing strategies, target return, results of operations, financial condition, capital resources, prospects, capital appreciation and dividends; and (ii) future deal flow and implementation of active management strategies, including with regard to acquisitions.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, financial condition, key performance indicators, distributions to Shareholders, corporate profile and capital structure may differ materially from the forward-looking statements contained in this Announcement. Factors that may give rise to these differences include, but are not limited to, the Company's ability to identify suitable acquisition opportunities, its success in completing one or more acquisitions, its ability to realise the benefits from its completed acquisitions; its ability to properly evaluate the merits and risks of the operations of acquired companies or businesses; its ability to deploy the net proceeds of the potential offering on a timely basis; the availability and cost of equity or debt capital for acquisitions; changes in the economic environment; and legislative and/or regulatory developments. No statement in this Announcement is intended as a profit forecast.

The forward-looking statements contained in this Announcement speak only as at the date of this Announcement. Except as required by the Financial Conduct Authority, the London Stock Exchange or applicable law (including as may be required by the Financial Conduct Authority's Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules), the Company and its Directors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement, whether as a result of any change in events, conditions or circumstances or otherwise on which any such statement is based.

NON-STANDARD FINANCE PLC

ACQUISITION AND PROPOSED CAPITAL RAISING

1. Introduction

The Company proposes to raise approximately £160 million (gross proceeds) by way of a placing and open offer (the "Capital Raising") of, in aggregate, 188,235,825 new Ordinary Shares (as defined in the Appendix to this Announcement) ("New Ordinary Shares") at an offer price of 85 pence per New Ordinary Share (the "Offer Price"), in connection with the acquisition of Everyday Loans (the "Acquisition"). 188,235,825 New Ordinary Shares will be issued through the Placing and Open Offer (each as defined in the Appendix to this Announcement) on the basis of 59 New Ordinary Shares for every 33 Existing Ordinary Shares (as defined in the Appendix to this Announcement).

The Offer Price represents a discount of 9.6% to the Closing Price (being the closing middle market quotation of an Existing Ordinary Share as derived from the daily official list of the London Stock Exchange) of 94 pence per Ordinary Share on 3 December 2015 (being the last business day before this Announcement.

An accelerated bookbuild offering ("the Bookbuild") for the placing will be carried out by J.P. Morgan Securities plc, which conducts its U.K. investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and Peel Hunt LLP ("Peel Hunt"). The Bookbuild will open with immediate effect. Further details of the Placing and Open Offer Agreement (as defined below) and the Capital Raising will be published in a prospectus expected to be published by the Company on or around 7 December 2015 (the "Prospectus"). The terms and conditions of the placing are also included in the Appendix to this Announcement.

The Capital Raising has been fully underwritten by J.P. Morgan Cazenove, in accordance with the terms and subject to the conditions in the Placing and Open Offer Agreement entered into on 4 December 2015 between the Company and the Banks (the "Placing and Open Offer Agreement"). The Capital Raising is conditional upon, among other things, the approval of the resolutions to be proposed at the General Meeting of the Company to be held at 11.00 a.m. on 6 January 2016 (the "General Meeting"), which would grant the Directors the authority to allot ordinary shares in the Company and disapply statutory pre-emption rights in connection with the Capital Raising and the Acquisition (the "Resolutions").

The Company has received irrevocable undertakings from certain shareholders and the directors of the Company (the "Directors" or the "Board") in respect of approximately 41.3% of the Company's existing issued share capital to vote in favour of the Resolutions to be proposed at the General Meeting.

Below are further details of the Acquisition and the Capital Raising, including the background to and reasons for the Acquisition and the Capital Raising, and a summary of the principal terms and conditions of the Capital Raising.

2. Background to, and reasons for, the Acquisition and the Capital Raising

Following the acquisition of Loansathome4u in August 2015, the Board has continued to seek out and evaluate acquisition opportunities. The Company has agreed terms to acquire the entire issued share capital of Everyday Loans Holdings Limited, and thereby the group of companies known as "Everyday Loans" (the "Everyday Loans Group") from STB. The Directors believe that seeking a combination of debt financing and capital from equity investors is the most appropriate way to fund the Acquisition.

The proposed Acquisition represents an attractive opportunity to acquire a standout performer in non-bank, branch based, unsecured consumer lending. Everyday Loans' newer guaranteed loans capability additionally provides a platform upon which further growth in a target sub-sector can be achieved. Taken together, the businesses to be acquired operate in two of the three non-standard finance segments the Company has identified for investment. Everyday Loans' business is consistent with the acquisition criteria for target companies set out at the time of NSF's initial public offering in February 2015 (the "IPO").

In particular Everyday Loans is a well-established, fast growing business with attractive margins, a proven credit history and considerable potential for accelerated growth under NSF's ownership. Its strong brand and branch-based distribution model enhance the sustainability of the business and experienced branch staff are critical to maintaining credit quality through their direct relationship with customers. Everyday Loans' highly experienced management team will be joining NSF as part of the Acquisition, strengthening the Group's management.

2.1 Everyday Loans is consistent with the Company's acquisition criteria as it builds a group of non-standard consumer finance businesses

Everyday Loans is a standout performer in the U.K. branch-based unsecured mid-sized loans market for customers with limited or impaired credit histories. It also operates in the guaranteed loans sub-sector of the non-standard finance market. The Board believes that Everyday Loans has strong growth prospects given the withdrawal of mainstream lenders from its market segments and the regulatory challenges of doing business in the sub-sectors. In addition to operating in a resilient segment of the retail financial services market, Everyday Loans will be a beneficiary of any wider U.K. economic recovery. The Board believes that Everyday Loans' guaranteed loans activities, whilst small at present, also present attractive growth opportunities.

In its prospectus published on 16 February 2015 in connection with the IPO and the connected placing of Ordinary Shares (the "Placing Prospectus") the Company outlined its objectives to acquire companies or businesses in the U.K. non-standard consumer finance sector. Following the successful acquisition of Loansathome4u, the Company believes that the acquisition of Everyday Loans is in keeping with its target sub-sectors and complementary to its existing business. Everyday Loans enables the Group to operate in another of its chosen non-standard finance market sub-sectors, and lays the foundation for operations in a third target sub-sector.

In addition, the acquisition of Everyday Loans supports the Company's overall objectives of growth; attractive and sustainable yields; strong profitability; and cash flow generation.

Accordingly, the Board believes that the Acquisition is clearly consistent with the criteria set out at the time of the Company's IPO.

2.2 Everyday Loans is a fast growing business with significant potential for accelerated growth under the Company's ownership

Everyday Loans delivered growth in its net loan book, underlying revenue and underlying operating profit of 17.3%, 19.2% and 38.2% respectively on an annualised basis between 2012 and 2014 and the Company believes that with focused investment there is a significant opportunity to accelerate growth through:

§ Widening the customer constituency - by applying the Company's knowledge and experience in the sector and its extensive performance data, Everyday Loans will be able to target a broader scope of potential customers; and

§ Accelerating the branch expansion programme - so that the existing and future customer base is more able to find a branch in proximity to their community, thereby driving improved application conversion rates. Everyday Loans has opened just seven branches since 2012 but by utilising the capital and expertise available to it, management believes a renewed programme of branch expansion can support sustainable growth of the business.

The business's guaranteed loans operations will continue to be run within Everyday Loans' corporate structure. However, they will benefit from an accelerated growth strategy whereby:

§ The management team will be enhanced with additional selected hires to increase its capabilities; and

§ The business will focus on increased lead generation from the broker network.

The Acquisition is expected to be immediately accretive to earnings per share. Management believes that the business is capable of growing at least at rates consistent with those achieved in the recent past and that margins are able to rise thanks to increased management focus and the effect of operational leverage on higher volumes.

2.3 Attractive risk-return profile of the business fitting comfortably within the levels of sustainable return targeted by the Company

Everyday Loans has an attractive risk-return profile, with a revenue yield of 48.0% and risk adjusted margin of 39.8% for the year ended 31 December 2014. The business therefore has an attractive risk-return profile that fits within the levels of sustainable return targeted by the Company.

Everyday Loans' face-to-face underwriting model and prudent risk management has helped to drive a stable bad debt rate. Out of every 1,000 applicants, currently only 28 are ultimately lent to with approximately 74% automatically rejected at the application stage. Everyday Loans has made a number of improvements to its underwriting processes since 2008, utilising through-the-cycle loan performance data which has helped reduce and stabilise impairment rates at c. 17%-19% of revenue between 2012 and 2014.

2.4 Combination of brand and branch-based model enhances sustainability of the business

Everyday Loans' network of branches enables its staff to meet potential customers face-to-face and ensure that their applications are appropriately validated. Its branch-based model forms an integral part of the control process, facilitating responsible lending decisions by assessing customers' propensity and ability to repay based on customer interviews and verification of supporting documentation. Everyday Loans therefore holds a significant advantage over its online competitors when judging the credit quality of loan applicants, demonstrated through the historic track record of its loan book. Face-to-face customer interaction also supports the achievement and maintenance of high customer satisfaction levels, which in turn means that existing customers are more likely to do business with Everyday Loans in the future and refer new customers to its business.

Everyday Loans' branch network and strong brand underpin the sustainability of its business and present significant challenges for new entrants to the sub-sector. Establishing new branch networks is time and capital intensive for new entrants, since on average each new branch will take approximately nine months to break even after opening, with the average lead time for opening being six months, given the needs to find appropriate locations, recruit and train branch staff and fit-out the branch itself.

In its guaranteed loans business, Everyday Loans operates an effective online applications process, augmented by (predominantly online) marketing activities direct to customers and via brokers. Given the requirement for guarantors with prime credit histories, the application process is straightforward via e-signatures and the exchange of relevant documentation. This part of the business therefore enjoys lower operating costs and a higher degree of automation than the rest of the company. As such, with the right strategy, management and investment it is ideally positioned for growth.

2.5 Experienced and well-regarded management team and strong regulatory and compliance culture with excellent customer feedback

Everyday Loans has an experienced and well-regarded management team, almost all of whom have been in the business since it was established, including a Chief Executive Officer (Danny Malone) with more than twenty-five years of experience in the financial services industry. Everyday Loans' management team has significant experience prior to their involvement in the business within both the broader banking market and, specifically, the non-standard consumer finance market.

It is intended that Everyday Loans' management will be incentivised through the combination of an LTIP scheme and annual bonuses, designed to sustainably grow the business. The criteria for performance awards will be based on a range of targets beyond financial metrics, including compliance metrics, arrears performances and customer satisfaction, in line with the Company's stated strategy to focus on delivering positive customer outcomes and Treating Customers Fairly ("TCF").

As part of a listed financial services entity, Everyday Loans already has the appropriate control and compliance functions in place. Everyday Loans' policies in this area are regularly reviewed and updated as part of the normal course of business, in keeping with management's best practice approach. This culture will continue when Everyday Loans joins the Group, where it will find a similarly customer-focused ethos, backed by many years of directly relevant experience in Everyday Loans' current and future markets.

2.6 Key non-financial operating and performance information on the Everyday Loans Group

Everyday Loans is the largest non-bank, branch-based unsecured consumer lender in the U.K., and approximately 4.9x larger than Oakam, the second largest as measured by outstanding loan balances. A typical Everyday Loans customer comes from the C2D socio-economic groups, earning close to the national income, must be in employment, and must have a bank account and a three year address history in the U.K.

The typical loan amount is between £1,000 and £4,000. These loans are largely used for debt consolidation, home improvement and car purchases.

The consumer finance sector has been regulated by the FCA since 1 April 2014. The introduction of the FCA regulatory regime is expected to put increasing pressure on smaller competitors and drive market share gains for the larger incumbents.

As of 30 June 2015, the Everyday Loans Group had a net loan book of £102.3 million (compared to £91.0 million as at 31 December 2014) incorporating £2 million of secured loan receivables and £5.7 million of guarantor loan receivables, and had net assets of £2.2 million (compared to £7.0 million as at 31 December 2014). For the six months ended 30 June 2015, the Everyday Loans Group generated £21.2 million of revenues and £7.6 million of adjusted operating profit (compared to £18.8 million and £6.9 million respectively for the same period last year).

3. The terms of the Acquisition

3.1 Overview

Under the terms of the agreement entered into today between the Company and STB in respect of the Acquisition (the "Acquisition Agreement"), and subject to the conditions to the Acquisition being satisfied, the Company has agreed to acquire the Everyday Loans Group from STB. The total amount payable by the Company to STB is:

§ £215 million in cash, subject to customary adjustments relating to the value of assets held by the Everyday Loans Group on 30 November 2015, of which approximately £108 million will be used to repay intercompany debt; and

§ The issue by the Company to STB of new Ordinary Shares amounting in aggregate to a value of £20 million based on the Offer Price under the Capital Raising (the "Consideration Shares").

The Everyday Loans Group will be acquired on a cash and debt free basis. Pursuant to the Acquisition Agreement, STB will be subject to a lock up arrangement in respect of the Consideration Shares for a period of six months after completion of the Acquisition ("Completion"), subject to certain limited exceptions.

3.2 Conditions to the Acquisition

Completion of the Acquisition is conditional upon:

§ unconditional FCA approval being granted for the change of control of Everyday Loans Limited to permit the Company and a wholly owned subsidiary thereof to replace STB as controllers of Everyday Loans Limited;

§ Admission of the New Ordinary Shares (Admission being defined in the Appendix to this Announcement); and

§ all conditions precedent to utilisation of the Facilities under the Facilities Agreement (as defined below) having been satisfied or waived.

The Capital Raising is not itself conditional on Completion. The Capital Raising may therefore complete while the Acquisition does not: for further information on the use of the proceeds of the Capital Raising in these circumstances, see paragraph 3.3 below. The Acquisition is anticipated to complete in the first quarter of 2016.

3.3 Financing of the Acquisition and use of proceeds

It is intended that substantially all of the proceeds of the Capital Raising will be used towards funding the Acquisition and associated fees, costs and expenses. The Acquisition will be funded as follows:

§ approximately £150 million from the proceeds of the Capital Raising;

§ £65 million worth of Debt Financing (defined below); and

§ £20 million from the Consideration Shares.

Details of the terms of the Debt Financing are set out in paragraph 5 below.

The Capital Raising is not itself conditional on Completion. The Capital Raising may therefore complete while the Acquisition does not. If Admission of the New Ordinary Shares is effected but Completion does not occur within six months of such Admission, the Directors' current intention is that the proceeds of the Capital Raising will be invested on a short-term basis while they evaluate how best to return substantially all of the proceeds to Shareholders.

4. Summary of the principal terms of the Capital Raising

4.1 Overview

The Company is proposing to raise approximately £160 million (gross proceeds) by way of a Placing and Open Offer (as defined in the Appendix to this Announcement) of 188,235,825 New Ordinary Shares, representing, in aggregate, approximately 64% of the Enlarged Share Capital, at an Offer Price of 85 pence per New Ordinary Share. The Directors have given careful consideration as to how to structure the proposed issuance of equity and have concluded that a Placing and Open Offer is the most suitable option available to the Company and its Shareholders at this time.

The Offer Price of 85 pence per New Ordinary Share represents an effective 9.6% discount to the Closing Price of 94 pence on 3 December 2015, being the business day prior to this Announcement. The Offer Price has been set by the Directors following their assessment of market conditions and following discussions with a number of institutional investors. The Directors are in agreement that the level of discount and method of issue are appropriate to secure the investment necessary

The Offer Price has been set by the Directors following their assessment of market conditions and following discussions with a number of institutional investors in connection with the Bookbuild.

4.2 The Placing and Open Offer

The Banks have agreed pursuant to the Placing and Open Offer Agreement to use reasonable endeavours to procure institutional investors to subscribe for the New Ordinary Shares at the Offer Price, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer (the "Placing"). The Placing will be subject to clawback to satisfy valid applications under the Open Offer.

Qualifying Shareholders will have the opportunity under the Open Offer to subscribe for New Ordinary Shares at the Offer Price, payable in full on application and free of expenses, pro rata to their existing shareholdings, on the following basis:

59 New Ordinary Shares for approximately every 33 Existing Ordinary Shares

held by such shareholders and registered in their names at 5.30 p.m. on 3 December 2015 and so in proportion to any other number of Existing Ordinary Shares then held, rounded down to the nearest whole number of New Ordinary Shares, and on the terms and conditions set out in this Announcement, the Prospectus and the application form to be sent to Qualifying Shareholders who hold their Ordinary Shares in certificated form.

4.3 Conditions to the Capital Raising

The Capital Raising is conditional upon the following:

(A) Shareholder approval of the Resolutions at the General Meeting; and

(B) the Placing and Open Offer Agreement having become or been declared unconditional in all respects and the Placing and Open Offer Agreement not having been terminated by J.P. Morgan Cazenove (as Bookrunner) in accordance with its terms prior to Admission.

Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Capital Raising will not proceed and any entitlements to subscribe for New Ordinary Shares in CREST will thereafter be disabled. As noted in paragraph 3.3 above, the Capital Raising is not conditional upon Completion of the Acquisition.

4.4 Intentions of Directors and Major Shareholders

Each of the Directors is supportive of the Capital Raising, however, John Van Kuffeler, Nick Teunon, Robin Ashton and Miles Cresswell-Turner, who hold Ordinary Shares in the Company, have indicated that they do not intend to participate in the Open Offer. Charles Gregson and Heather McGregor have irrevocably undertaken to take up all or part of their entitlements to New Ordinary Shares under the Open Offer (see paragraph 7 below).

Woodford Investment Management LLP has irrevocably undertaken, subject to obtaining FCA prior approval (to the extent required), to subscribe for its full entitlement of New Ordinary Shares in the Capital Raising. The Company has also received a letter of intent from Invesco Asset Management Limited confirming its intention to subscribe for New Ordinary Shares in the Capital Raising amounting to more than their full entitlement.

4.5 Admission

Application will be made for the New Ordinary Shares to be admitted to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. It is expected that Admission of the New Ordinary Shares will become effective and dealings in the New Ordinary Shares will commence at or shortly after 8.00 a.m. on 7 January 2016 (whereupon an Announcement will be made by the Company to a Regulatory Information Service).

5. Debt Financing

As of the date of this Announcement, Everyday Loans has debt outstanding to STB (the "STB Financing"), which is due to be repaid on Completion. The STB Financing amounts to approximately £108 million as at the date of this Announcement. The STB Financing will be replaced by the Debt Financing, as described below.

NSF Subsidiary III, a subsidiary of the Company, has entered into an £85,000,000 senior term and revolving facilities agreement with, amongst others, The Royal Bank of Scotland plc as arranger, bookrunner, agent and security agent (the "Facilities Agreement"), pursuant to which The Royal Bank of Scotland plc and Shawbrook Bank Limited have agreed to provide a revolving credit facility of £55,000,000 (the "RCF") and STB has agreed to provide a term loan facility of £30,000,000 (the "Term Facility" and together with the RCF, the "Facilities"). The financing raised under these Facilities is to be used in part for the financing of the Acquisition.

The Facilities expire on 4 December 2018 (the "Termination Date"). Each loan under the RCF must be repaid on the last day of its interest period and any amounts repaid are available for redrawing. A loan under the Term Facility must be repaid in full on the Termination Date.

Drawdown of the Facilities is not unconditional and the Facilities Agreement contains customary conditions precedent for a transaction of this nature, including the provision of customary documents and evidence in form and substance satisfactory to the agent of the financing parties under the Facilities Agreement.

6. Financial effects of the Acquisition and the Capital Raising

The Acquisition is expected to be immediately accretive to earnings per share. This statement does not constitute a profit forecast nor should it be interpreted to mean that the earnings per share in any financial period will necessarily match or be lesser or greater than those for the relevant preceding period.

Further information on the financial effects of the Capital Raising and the Acquisition will be set out in the Prospectus.

7. Irrevocable undertakings

The Directors who hold interests in Ordinary Shares have irrevocably undertaken to vote in favour of the Resolutions to be proposed at the General Meeting in respect of a total of 3,001,277 Ordinary Shares, representing, in aggregate, approximately 2.85% of the Company's issued share capital. In addition, Charles Gregson has irrevocably undertaken to subscribe for New Ordinary Shares under the Open Offer up to a value of £20,000, and Heather McGregor has irrevocably undertaken to take up all of her entitlements to New Ordinary Shares.

The Company has also received irrevocable undertakings to vote in favour of the Resolutions from Woodford Investment Management LLP and Invesco Asset Management Limited in respect of a total of 40,522,520 Ordinary Shares, representing, in aggregate, approximately 38.4% of the Company's issued share capital.

The Company has therefore received irrevocable undertakings to, amongst other things, vote in favour of the Resolutions in respect of a total of 43,523,797 Ordinary Shares, representing, in aggregate, approximately 41.3% of the Company's issued share capital.

8. Information relating to the Company

The Company was incorporated with limited liability under the laws of England and Wales on 8 July 2014 with registered number 09122252 as a private company limited by shares under the Companies Act 2006, and re-registered as a public limited company on 4 December 2014. It is domiciled in the United Kingdom and is subject to the City Code on Takeovers and Mergers.

The Ordinary Shares of the Company were admitted to the Official List by way of a Standard Listing, and to trading on the London Stock Exchange's Main Market for listed securities on 19 February 2015, simultaneously with which the Company raised £102,283,168 before expenses, pursuant to a placing in connection with the IPO.

The Company was formed as a vehicle to acquire companies or businesses in the U.K. non-standard consumer finance sector.

The Company announced on 7 July 2015 that it had reached an agreement to acquire the entire issued share capital of SD Taylor, and thereby the business known as "Loansathome4u", from S&U plc (the "Loansathome4u Acquisition"). The Loansathome4u Acquisition completed on 4 August 2015.

Loansathome4u provides home credit facilities to approximately 87,000 customers in the U.K. (as at 31 October 2015) through small size unsecured personal loans delivered by approximately 550 agents. Loansathome4u operates from 39 branches throughout England, Wales and Scotland, as well as its head office in Solihull. In the financial year ended 31 January 2015, Loansathome4u continued to perform in line with the Directors' expectations and produced revenues of £38.3 million and profit before tax of £8.4 million (audited). Loansathome4u had net assets, excluding an intercompany receivable balance of £16.3 million, of £33.1 million at 31 January 2015 (audited). In the six months ended 31 July 2015, Loansathome4u produced revenues of £17.2 million and profit before tax of £4.1 million (unaudited). Net assets as at 31 July 2015 were £29.9 million (unaudited).

9. Dividends and dividend policy

The Company has not declared or paid any dividends before the date of this Announcement. During the first half of 2016, the Directors intend to review the policy in relation to dividend distribution and, subject to the performance of Loansathome4u and Everyday Loans (assuming Completion occurs) and the funding requirements of the Company, intend to commence payments of dividends during the second half of 2016. The Directors expect that the strong cash flow generating capabilities of the types of business the Company has acquired and may acquire should allow for the payment of regular and growing dividends over time.

10. Current trading, trends and prospects

Loansathome4u

There has been an overall decrease in loan issuance in the current financial year due to a focus on preparation for SD Taylor's application for FCA authorisation and a tightening of Loansathome4u's policy on issuance of re-loans to existing customers. This has led to a decrease in the overall number of active customers.

Since October 2015, the Directors have initiated efforts to increase the number of agents as part of their growth strategy, which will increase Loansathome4u's administrative costs. Although there will be a short start-up period when there will be no offsetting increase in revenue as the new agents establish themselves, the majority of the agents that have been hired are experienced agents with an established client base, and this is expected to limit the duration of the average start-up period. In addition, in the run-up to the 2015 Christmas period, Loansathome4u anticipates that it will lend more money than it collects from outstanding loans, and therefore will experience a temporary funding deficit which will be addressed by an intercompany loan from the Company.

The Directors also intend to increase capital expenditures in the current financial year as compared to prior years in order to invest in additional systems and technology for Loansathome4u to enhance its underwriting processes, expand its compliance function and add a data analytics team, all of which will increase administrative costs. The Directors are in the process of introducing new methodology for estimating revenue and impairment accounting that will be applicable to Loansathome4u.

Everyday Loans

Everyday Loans' results of operations since 30 June 2015 have been broadly consistent with trends witnessed during the periods under review and total outstanding loan balances have continued to grow. Everyday Loans' management expects to make modest increases in its capital expenditures in the near term related to information technology as a result of the separation of its technology infrastructure which is currently shared with STB from STB following the completion of the Acquisition.

Since 30 June 2015, Everyday Loans has decreased its expenditures on television advertising, in particular related to its TrustTwo product. Everyday Loans has also introduced enhanced loan forbearance policies by providing delinquent customers with additional time before initiating recoveries from guarantors on such customers' loans and from customers of non-guarantor loans, which would increase the loan loss provision in the year ending 31 December 2015. In connection with this change in August 2015 Everyday Loans established a provision of £0.6 million to cover the anticipated decrease in collections.

On 30 November 2015, Everyday Loans Holdings Limited declared a dividend of £11.5 million to STB, which increased the amount of intercompany debt owed by the Everyday Loans Group to STB to approximately £108 million.

11. Overseas Shareholders

Subject to certain exceptions, the Placing and Open Offer is not being made to shareholders in the United States or into any of the other Excluded Territories (as defined in the Appendix to this Announcement).

Persons who have registered addresses in or who are resident in, or who are citizens of, countries other than the United Kingdom should consult their professional advisers whether they require any governmental or other consents or need to observe any other formalities to enable them to take up any New Ordinary Shares.

The Prospectus and any accompanying documents will not be made available to Overseas Shareholders with registered addresses in any Excluded Territory (subject to limited exceptions) and may not be treated as an invitation to subscribe for any New Ordinary Shares by any person resident or located in such jurisdictions or any other Excluded Territory.

The New Ordinary Shares have not been, and will not be, registered under the applicable securities laws of any Excluded Territory. Accordingly, the New Ordinary Shares may not be offered, sold, delivered or transferred, directly or indirectly, in or into any Excluded Territory to or for the account or benefit of any national, resident or citizen of any Excluded Territory.

NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

12. The New Ordinary Shares

The New Ordinary Shares will be issued credited as fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares. The New Ordinary Shares will be created under the Companies Act 2006 and the legislation made thereunder, will be issued in registered form and will be capable of being held in both certificated and uncertificated form.

Approval of the creation and issue of the New Ordinary Shares will be sought at the General Meeting.

13. Settlement, Listing and Dealings of the New Ordinary Shares and Readmission

Applications will be made to the U.K. Listing Authority for the New Ordinary Shares to be admitted to the Official List with a Standard Listing and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities. It is expected that Admission will become effective and that dealings for normal settlement in the New Ordinary Shares will commence on the London Stock Exchange at or shortly after 8.00am on 7 January 2016.

The Company's existing Ordinary Shares are already admitted to the Standard Listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and to CREST. It is expected that all of the New Ordinary Shares, when issued and fully paid, will be capable of being held and transferred by means of CREST. The New Ordinary Shares will trade under ISIN GB00BRJ6JV17.

As the Acquisition is classified as a reverse takeover, upon Completion (expected to occur in the first quarter of 2016) the listing of all of the Company's Ordinary Shares then in issue (save for the Consideration Shares, which will not be listed at such time) will be cancelled. Application will be made to the U.K. Listing Authority and to the London Stock Exchange for such Ordinary Shares and the Consideration Shares to be admitted to a Standard Listing on the Official List and to trading on the London Stock Exchange's Main Market for listed securities as soon as practicable after such cancellation. It is noted that there is no guarantee that such re-admission will be granted. If the Ordinary Shares were not re-admitted to listing and trading, this would materially reduce liquidity in the Ordinary Shares.

14. General Meeting

The Capital Raising is subject to a number of conditions, including Shareholders' approval of the Resolutions to be proposed at the General Meeting. Notice convening the General Meeting to be held at 11 a.m. on 6 January 2016 at 10 Greycoat Place, London, SW1P 1SB will be set out in the Prospectus.

15. Further information

Further details in relation to the Acquisition and the Capital Raising will be set out in the Prospectus which is expected to be published on 7 December 2015.

UNAUDITED HISTORICAL AND INTERIM FINANCIAL INFORMATION ON THE EVERYDAY LOANS GROUP

SECTION A: CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF THE EVERYDAY LOANS GROUP

CONSOLIDATED INCOME STATEMENTS

	Notes	Year ended 31 December 2012	Year ended 31 December 2013	Year ended 31 December 2014
		£'000	£'000	£'000
Continuing operations:

Revenue	1	28,848	33,341	40,034

Cost of sales (excluding interest)		(482)	(510)	(638)
Interest costs		(2,337)	(2,516)	(2,590)


Gross Profit		26,029	30,315	36,806

Administrative expenses		(15,133)	(14,496)	(17,088)
Management Charge	4	-	-	(8,745)
Impairment losses on loans and advances to customers		(5,139)	(6,339)	(6,841)

Operating profit		5,757	9,480	4,132

Finance costs	5	(4,711)	-	-
Finance income	5	2	-	-


Profit before taxation		1,048	9,480	4,132

Taxation	6	5,210	(2,443)	(2,901)



Profit and total comprehensive income for the period		6,258	7,037	1,231

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Share capital	Share premium	Retained earnings	Total
	£'000	£'000	£'000	£'000

Balance at 1 January 2012	2	215	(45,739)	(45,522)

Recategorisation of 'A' and 'B' Ordinary Shares from other liabilities	8	345	-	353
Shares issued during the year	29,525	-	-	29,525
Cancellation of share premium	-	(560)	560	-
Comprehensive income for the financial year	-	-	6,258	6,258
Capital contribution	-	-	8,321	8,321


Balance at 31 December 2012	29,535	-	(30,600)	(1,065)


Comprehensive income for the financial year	-	-	7,037	7,037


Balance at 31 December 2013	29,535	-	(23,563)	5,972


Comprehensive income for the financial period	-	-	1,231	1,231
Dividends paid	-	-	(5,021)	(5,021)


Balance at 31 December 2014	29,535	-	(27,353)	2,182

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	Notes	31 December 2012	31 December 2013	31 December 2014
		£'000	£'000	£'000

ASSETS
Non-current assets
Intangible assets	7	16	200	160
Property, plant and equipment	8	378	356	312
Deferred tax asset	11	5,210	2,669	671
Loans and advances to customers	9	42,331	45,514	55,835


Total non-current assets		47,935	48,739	56,978

Current assets
Loans and advances to customers	9	23,846	30,298	35,206
Other receivables	10	2,772	2,826	3,149
Cash and cash equivalents		1,566	819	1,621


Total current assets		28,184	33,943	39,976


TOTAL ASSETS		76,119	82,682	96,954


EQUITY AND LIABILITIES
Equity attributable to equity holders
Share capital	13	29,535	29,535	29,535
Retained earnings	13	(30,600)	(23,563)	(27,353)


Total equity attributable to equity holders		(1,065)	5,972	2,182


Current liabilities
Financial liabilities	18	72,115	72,568	88,329
Current tax liabilities		-	192	1,095
Trade and other payables	12	5,069	3,950	5,348


Total liabilities		77,184	76,710	94,772


TOTAL EQUITY AND LIABILITIES		76,119	82,682	96,954

CONSOLIDATED CASH FLOW STATEMENTS

	Notes	Year ended 31 December 2012	Year ended 31 December 2013	Year ended 31 December 2014
		£'000	£'000	£'000

Cash flow from operating activities	14	1,851	(2,267)	4,366


Cash flow from investing activities
Purchase of non-current assets		(49)	(460)	(123)
Interest received		2	-	-


Net cash outflow from investing activities		(47)	(460)	(123)


Cash flow from financing activities
Borrowings		(2,988)	1,980	1,580
Interest paid		(91)	-	-
Dividends paid		-	-	(5,021)


Net cash inflow from financing activities		(3,079)	1,980	(3,441)


Net (decrease)/increase in cash and cash equivalents		(1,275)	(747)	802

Cash and cash equivalents at beginning of the period		2,841	1,566	819


Cash and cash equivalents at the end of the period		1,566	819	1,621

Notes to the Consolidated Historical Financial Information

1. Accounting policies

The principal accounting policies adopted by Everyday Loans Holdings Limited, Everyday Loans Limited and Everyday Lending Limited (together the "Everyday Loans Group" or the "Group") in the preparation of its Consolidated Historical Financial Information for the years ended 31 December 2014, 31 December 2013 and 31 December 2012, are set out below. The accounting policies have been consistently applied, unless otherwise stated.

1.1 General information

The Consolidated Historic Financial Information has been prepared by consolidating the financial statements of Everyday Loans Holdings Limited, Everyday Loans Limited and Everyday Lending Limited.

The Everyday Loans Group comprises three private companies incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office of the Everyday Loans Group entities is One Arleston Way, Solihull, West Midlands, B90 4LH and their principal business address is Secure Trust House, Boston Drive, Bourne End, Bucks, SL8 5YS. All operations are situated in the United Kingdom.

The Everyday Loans Group provides secured and unsecured personal instalment loans.

The principal accounting policies applied in the preparation of this Consolidated Historical Financial Information are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated.

1.2 Basis of preparation

The Consolidated Historical Financial Information has been prepared in accordance with International Financial Reporting Standards (as adopted and endorsed by the EU) ("IFRS"), IFRIC Interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. It has been prepared under the historical cost convention.

The preparation of Consolidated Historic Financial Information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the Consolidated Historic Financial Information are disclosed in note 1.11.

The Consolidated Historic Financial Information has been prepared on a going concern basis.

New standards and interpretations adopted in the current year

The following new and revised standards and interpretations have been adopted in the current year.

§ IFRS 10 'Consolidated Financial Statements'

§ IFRS 11 'Joint Arrangements'

§ IFRS 12 'Disclosures of Interests in Other Entities'

§ IAS 27 'Separate Financial Statements'

§ IAS 28 'Investments in Associates and Joint Ventures'

The application of the above standards had no material effect on the Consolidated Historic Financial Information of the group for the period presented.

Future amendments to standards and interpretations

At the date of authorisation of this Consolidated Historic Financial Information, the following standards and interpretations, applicable to the group, which have not been applied in this Consolidated Historic Financial Information, were in issue but not yet mandatorily effective for the group.

§ IFRS 9 'Financial Instruments', effective for periods beginning on or after 1 January 2018 (not yet EU endorsed)

§ IFRS 15 'Revenue from Contracts with Customers', effective for periods beginning on or after 1 January 2017 (not yet EU endorsed)

§ Amendments to IAS 16 'Property, Plant and Equipment' and IAS 38 'Intangible Assets', effective for periods beginning on or after 1 January 2016 (not yet EU endorsed)

§ Amendments to IAS 1 'Presentation of Financial Statements', effective for periods beginning on or after 1 January 2016 (not yet EU endorsed)

IFRS 9 'Financial instruments' addresses the classification, measurement and recognition of financial assets and financial liabilities. The final version of the standard was issued in July 2014. The standard primarily impacts the classification and measurement of financial assets and liabilities and introduces the 'expected credit loss' model for the measurement of the impairment of financial assets so it is no longer necessary for a credit event to have occurred before a credit loss is recognised. The Group are in the process of assessing the impact of the standard and will adopt the standard in line with the mandatory effective date of 1 January 2018, subject to endorsement by the EU.

The other standards and amendments to existing standards noted above are unlikely to have a material impact on the Group.

Principles applied in preparing the Consolidated Historical Financial Information

Intercompany transactions and transactions with related parties

As noted above, the Consolidated Historical Financial Information has been prepared on a basis that consolidates the results, assets and liabilities of the Everyday Loans Group businesses. This is done by applying the principles underlying the consolidation procedures of IFRS 10 'Consolidated Financial Statements' ("IFRS 10") for each of the three years ended 31 December 2014, 31 December 2013 and 31 December 2012. All intercompany transactions and balances within the operations of the Everyday Loans Group have been eliminated.

1.3 Revenue Recognition

Interest income represents interest receivable on advances to customers. Interest income is recognised in the Statement of Comprehensive Income for all instruments measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset. When calculating the effective interest rate, the Everyday Loans Group takes into account all contractual terms of the financial instrument but does not consider future credit losses. The calculation includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Fees and commissions which are not considered integral to the effective interest rate are generally recognised on a cash basis. These consist principally of arrears fees.

Once a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Interest is effectively provided on accounts which are more than 60 days past due.

1.4 Financial assets

Loans and advances to customers

Loans and advances to customers are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money or services directly to a debtor with no intention of trading the receivable. Loans are recognised at fair value on origination. Loans and advances to customers are carried at amortised cost using the effective interest method.

Amortised cost measurement

The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition, minus principal payments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount, minus any reduction for impairment.

1.5 Impairment of financial assets

Assets carried at amortised cost

On an ongoing basis the Group assesses whether there is objective evidence that a financial asset or group of financial assets is impaired. Objective evidence is the occurrence of a loss event after the initial recognition of the asset that impacts on the estimated future cash flows of the financial asset or group of financial assets, and can be reliably estimated.

The criteria that the Group uses to determine that there is objective evidence of an impairment loss include, but are not limited to, the following:

§ Delinquency in contractual payments of principal or interest;

§ Cash flow difficulties experienced by the borrower; and

§ Initiation of bankruptcy proceedings.

If there is objective evidence that an impairment loss on loans and advances to customers carried at amortised cost has been incurred, the amount of the loss is measured as the loan amount multiplied by the likelihood of eventual loss, based on prior experience with similar loans. The carrying amount of the asset is reduced through the use of a provision and the amount of the loss is recognised in the statement of comprehensive income.

When a loan is uncollectible it is written off against the related provision for loan impairment. Such loans are written off when they reach 180 days contractually past due or after all the necessary procedures have been completed and the amount of the loss has been determined if earlier. Subsequent recoveries of amounts previously written off decrease the amount of the provision for loan impairment in the Statement of Comprehensive Income.

A customer's account may be modified to assist customers who are in or have recently overcome financial difficulties and have demonstrated both the ability and willingness to meet the current or modified loan contractual payments. Loans that have renegotiated or deferred terms are no longer considered to be past due but are treated as new loans, provided the customers comply with the renegotiated or deferred terms.

1.6 Property, plant and equipment

Leasehold improvements, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is provided to write off the cost less the estimated residual value of tangible fixed assets by equal instalments over their estimated useful economic lives as follows:

Leasehold improvements	shorter of life of lease or 7 years
Computer and other equipment	3 to 5 years
Furniture, fixtures and fittings	10 years

1.7 Intangible assets - computer software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised on the basis of the expected useful lives (three to five years).

1.8 Taxation

Current income tax which is payable on taxable profits is recognised as an expense in the period in which the profits arise. Income tax recoverable on tax allowable losses is recognised as an asset only to the extent that it is regarded as recoverable by offset against current or future taxable profits.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the Statement of Financial Position date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets are recognised where it is probable that future taxable profits will be available against which the temporary differences can be utilised.

1.9 Pensions

The Everyday Loans Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The amount charged to the income statement represents the contributions payable to the scheme in respect of the accounting period. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the statement of financial position.

1.10 Leases

Assets acquired under finance leases are capitalised and the outstanding future lease obligations are shown in creditors. Operating lease rentals are charged to the income statement on a straight line basis over the period of the lease. Where the underlying asset is no longer in use, provision is made for the future costs expected to be incurred.

1.11 Critical accounting judgements and key sources of estimation uncertainty

The Group makes certain estimates and assumptions which affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Impairment losses on loans and advances

The Group reviews its loan portfolios to assess impairment on a regular basis. In determining whether an impairment loss should be recorded in the Statement of Comprehensive Income, the Company makes judgements as to whether there is any observable data indicating that there is a measurable decrease in the estimate future cash flows from a portfolio of loans before the decrease can be identified with an individual loan in that portfolio. Management uses estimates based on historical loss experience for assets with similar credit risk characteristics and objective evidence of impairment similar to those in the portfolio when scheduling its future cash flows. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience.

Provision for PPI claim costs and associated losses

The Group reviews its provision for PPI claim costs and associated losses on a regular basis. Management uses estimates based on historical experience in determining the adequacy of the provision balance recorded within the balance sheet. The Group also makes judgements as to whether there is any observable data indicating differences in the volume of recent claims activity which may impact on the estimated volume of future claims against the existing loan portfolio. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any differences between provision estimates and actual costs incurred. The PPI provision remains at £0.8m for 30 June 2015 and 31 December 2014.

2. Operating segments

All of the Everyday Loans Group's assets and liabilities, revenue and profit before tax are attributable to the provision of consumer credit.

No geographical analysis is presented because all operations are situated in the United Kingdom.

3. Information regarding employees

	Year ended 31 December 2012	Year ended 31 December 2013	Year ended 31 December 2014
Average number of persons employed
Sales	105	124	143
Management and administration	28	24	30
	133	148	173

	Year ended 31 December 2012 £'000	Year ended 31 December 2013 £'000	Year ended 31 December 2014 £'000
Wages and salaries	8,629	7,817	9,338
Social security costs	1,040	891	1,060
Pension costs	455	509	472
	10,124	9,217	10,870

4. Operating profit

	Year ended 31 December 2012	Year ended 31 December 2013	Year ended 31 December 2014
	£'000	£'000	£'000
Operating profit is stated after charging/(crediting):
Depreciation and amortisation:
Owned assets	347	258	207
Management charge	-	-	(8,745)
PPI provisioning charge/ (credit)	983	(72)	(44)
Rentals under operating leases	479	587	730
Loss on sale of fixed assets	12	40	-

The management charge for the year ended 31 December 2014 was £8,745,348 and was from the immediate parent company, Secure Trust Bank PLC.

5. Finance cost and finance income

	Year ended 31 December 2012	Year ended 31 December 2013	Year ended 31 December 2014
	£'000	£'000	£'000
Interest payable	(4,711)	-	-
Bank interest receivable	2	-	-
	(4,709)	-	-

6. Taxation

	Year ended 31 December 2012	Year ended 31 December 2013	Year ended 31 December 2014
	£'000	£'000	£'000
Corporation tax at 21.5% (2013: 23.25%; 2012: 24.5%)	-	191	964
Adjustments in respect of prior years	-	(289)	(61)


Deferred tax:
Deferred tax timing differences	939	2,035	1,818
Adjustments in respect of prior years	(6,415)	289	115
Effect of changes in tax rates	266	217	65

	(5,210)	2,443	2,901

The UK corporation tax is calculated at 21.50% (2013: 23.25%; 2012: 24.5%) of the estimated assessable profits for the year. The standard rate of corporation tax was reduced from 24% to 23% with effect from 1 April 2013 and from 23% to 21% with effect from 1 April 2014.

The actual tax charge for the current and the previous year is below the standard rate for the reasons set out in the following reconciliation.

	Year ended 31 December 2012	Year ended 31 December 2013	Year ended 31 December 2014
	£'000	£'000	£'000
Profit before tax	1,048	9,480	4,132
Theoretical tax charge at standard rate of 21.5% (2013: 23.25%; 2012: 24.5%)	257	2,204	888
Factors affecting charge for the year:
Expenses not deductible for tax purposes	100	22	1,833
Disallowed interest	582	-	-
Effects of change in tax rates	266	217	65
Adjustment in respect of prior years	(6,415)	-	115

Total tax charge for the year	(5,210)	2,443	2,901

7. Intangible assets

	Computer Software
	£'000
Cost
At 1 January 2012	1,823

At 31 December 2012	1,823
Additions	223
Disposals	(38)

At 31 December 2013	2,008
Additions	43

At 31 December 2014	2,051

Depreciation
At 1 January 2012	(1,725)
Charge for the year	(82)

At 31 December 2012	(1,807)
Charge for the period	(39)
Eliminated on disposal	38

At 31 December 2013	(1,808)
Charge for the period	(83)

At 31 December 2014	(1,891)

Net book value
At 31 December 2012	16

At 31 December 2013	200

At 31 December 2014	160

8. Property, plant and equipment

	Leasehold improvements	Computer and other equipment	Furniture, fixtures and fittings	Total
	£'000	£'000	£'000	£'000
Cost
At 1 January 2012	1,311	1,738	219	3,268
Additions	8	39	2	49
Disposals	(79)	(74)	(6)	(159)

At 31 December 2012	1,240	1,703	215	3,158
Additions	122	107	8	237
Disposals	(107)	(1,216)	(6)	(1,329)

At 31 December 2013	1,255	594	217	2,066
Additions	30	34	16	80

At 31 December 2014	1,285	628	233	2,146

Depreciation
At 1 January 2012	(935)	(1,609)	(118)	(2,662)
Charge for the year	(158)	(87)	(20)	(265)
Eliminated on disposal	74	67	6	147

At 31 December 2012	(1,019)	(1,629)	(132)	(2,780)
Charge for the period	(159)	(43)	(17)	(219)
Eliminated on disposal	97	1,186	6	1,289

At 31 December 2013	(1,081)	(486)	(143)	(1,710)
Charge for the period	(67)	(34)	(23)	(124)

At 31 December 2014	(1,148)	(520)	(166)	(1,834)

Net book value
At 31 December 2012	221	74	83	378

At 31 December 2013	174	108	74	356

At 31 December 2014	137	108	67	312

9. Loans and advances to customers

	As at 31 December 2012	As at 31 December 2013	As at 31 December 2014
	£'000	£'000	£'000

Credit receivables	69,717	79,982	95,527
Less: Loan loss provision	(3,540)	(4,170)	(4,486)
Amounts receivable from customers	66,177	75,812	91,041

Analysis of overdue
Neither past due nor impaired	63,852	73,666	89,054
Past due up to 3 months but not impaired	3,857	3,970	4,077
Past due over 3 months but not impaired	2,008	2,346	2,396
Amounts receivable from customers	69,717	79,982	95,527

Loans comprise both secured and unsecured consumer loans. The credit risk inherent in amounts receivable from customers is reviewed under impairment as per note 1.4 and under this review the credit quality of assets which are neither past due nor impaired was considered to be good. The average rate of interest for the portfolio at period end was 42% (2013: 39%, 2012: 36%) and the average contractual term at origination for the loans outstanding at the end of the period was 32 months (2013: 33 months, 2012: 34 months).

The fair value of loans and advances to customers is considered to be line with their carrying value as each loan is priced individually.

The maturity profile of these loans and advances is detailed in Note 18.

Analysis of movements on loan loss provisions	£'000
At 1 January 2012	4,096
Utilised during the year	5,695
Increase in provision	5,139
At 1 January 2013	3,540
Utilised during the year	5,709
Increase in provision	6,339
At 1 January 2014	4,170
Utilised during the year	(6,525)
Increase in provision	6,841
At 31 December 2014	4,486

There has been no material change in the average discount rate used to calculate the loan loss provision during the years to 31 December 2014, 31 December 2013 and 31 December 2012.

10. Other receivables

	As at 31 December 2012	As at 31 December 2013	As at 31 December 2014
	£'000	£'000	£'000

Rental deposits	10	11	12
Prepayments	2,762	2,815	3,137
	2,772	2,826	3,149

11. Deferred tax

	Tax losses	Accelerated tax depreciation	IFRS transitional adjustment	General provisions	Total
	£'000	£'000	£'000	£'000	£'000
At 1 January 2012	-	-	-	-	-
(Charge)/credit to income	4,321	396	460	33	5,210
At 31 December 2012	4,321	396	460	33	5,210
(Charge)/ credit to income	(2,465)	(48)	(87)	59	(2,541)
At 31 December 2013	1,856	348	373	92	2,669
(Charge) /credit to income	(1,856)	(30)	(62)	(50)	(1,998)
At 31 December 2014	-	318	311	42	671

As at 31 December 2012 the Company had accumulated tax losses of £22,652,000. Following the change in ownership during 2012, the new directors took the view that the immediate parent company, Secure Trust Bank PLC provides more secure and cheaper funding and therefore the tax losses would be recovered within future periods. Consequently the Company recognised a deferred tax asset and a tax credit in the statement of comprehensive income of £5,210,000.

12. Trade and other payables

	As at 31 December 2012	As at 31 December 2013	As at 31 December 2014
	£'000	£'000	£'000

Trade and other payables	3,991	2,944	4,386
PPI provision	1,078	1,006	962
	5,069	3,950	5,348

Analysis of movements on PPI provision	£'000
At 1 January 2012	94
Utilised during the year	(245)
Increase in provision	1,229
At 1 January 2013	1,078
Utilised during the year	(424)
Increase in provision	352
At 1 January 2014	1,006
Utilised during the year	(282)
Increase in provision	238
At 31 December 2014	962

13. Share capital and reserves

	As at 31 December 2012	As at 31 December 2013	As at 31 December 2014
	£'000	£'000	£'000
Called up, allotted and fully paid
29,535,298 Ordinary shares of £1 each	29,535	29,535	29,535
Accumulated losses	(30,600)	(23,563)	(27,353)
	(1,065)	5,972	2,182

14. Cash flow from operating activities

	Year ended 31 December 2012	Year ended 31 December 2013	Year ended 31 December 2014
	£'000	£'000	£'000
Operating profit	5,757	9,480	4,132
Depreciation on plant, property and equipment	277	259	124
Amortisation on intangible fixed assets	82	39	83
Increase in loans and advances to customers	(7,201)	(9,635)	(15,229)
Decrease/(increase) in other receivables	24	(54)	(323)
Increase/(decrease) in trade and other payables	2,912	(2,356)	15,579
Net cash inflow/(outflow) from operating activities	1,851	(2,267)	4,366
Tax (paid)/received	-	-	-
	1,851	(2,267)	4,366

For the purposes of the cash flow statement, cash and cash equivalents comprises bank balances, with a maturity of less than three months.

15. Contingent liabilities

As at 31 December 2014, the Group had no contingent liabilities (2013: £nil, 2012: £nil).

16. Related party transactions

Significant related parties of the Everyday Loans Group include all entities under common control of the ultimate parent company, Arbuthnot Banking Group PLC, the directors of the Everyday Loans Group ("key management personnel") and shareholders of Arbuthnot Banking Group PLC.

During the year to 31 December 2014 the Everyday Loans Group paid management charges to its immediate parent company, Secure Trust Bank PLC, of £8,745,438 (2013: £nil, 2012: £nil) and paid an interim dividend of £5,021,001 (2013: £nil, 2012: £nil).

Of the financial liabilities balance presented in the Statement of Financial Position at 31 December 2014, £88,328,960 (2013: £72,568,000, 2012: £72,114,687) is due to the immediate parent company of the Group.

During 2012 Secure Trust Bank PLC issued a debenture to the Everyday Loans Group giving Secure Trust Bank PLC a fixed and floating charge over assets of the Everyday Loans Group.

On 8 June 2012, the Everyday Loans Group was purchased by Secure Trust Bank Plc from the previous owner, Alchemy Partners Nominees Ltd. Following the acquisition of the Everyday Loans Group from the previous shareholders, £8,321,973 of accrued interest owed to the previous shareholders was waived and recorded as a capital contribution.

Key management personnel

Short-term employee benefits of the key management personnel of the Everyday Loans Group for the year ended 31 December 2014 amounted to £1,178,665 (2013: £473,778, 2012: £2,317,072). In 2012 this included a bonus for the three executive directors of the Group following the acquisition of the Everyday Loans Group on 8 June 2012. Post-employment benefits for key management personnel for the year ended 31 December 2014 amounted to £27,825 (2013: £442,599, 2012: £116,355).

During the year ended 31 December 2013 a £175,000 payment in lieu of notice and an ex-gratia payment of £25,000 were made to the departing Chief Executive Officer.

17. Financial commitments

Capital commitments

At 31 December 2014, 31 December 2013 and 31 December 2012, the Everyday Loans Group had no capital commitments contracted but not provided for.

Operating lease commitments

At 31 December 2012, 31 December 2013 and 31 December 2014, the Everyday Loans Group had outstanding commitments under non-cancellable operating leases which fall due as follows:

	31 December 2012 £'000	31 December 2013 £'000	31 December 2014 £'000
Within one year	540	633	606
1-2 years	1,677	1,240	849
	2,217	1,873	1,455

18. Financial instruments

The Group's financial instruments comprise loan and advances due from customers, cash and cash equivalents, a financial liability to the immediate parent company and items such as trade payable and trade receivables which arise directly from its operations.

Key risks identified by the directors are formally reviewed and assessed at least once a year by the Board, in addition to which key business risks are identified, evaluated and managed by operating management on an ongoing basis by means of procedures such as physical controls, credit and other authorisation limits and segregation of duties.

The principal risks inherent in the Group's business are credit, market and liquidity risk.

Credit risk

The Group takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Impairment provisions are provided for losses that have been incurred at the Statement of Financial Position date. Significant changes in the economy could result in losses that are different from those provided for at the Statement of Financial Position date. The senior management of the Group therefore carefully manages its exposures to credit risk as it considers this to be the most significant risk to the business.

The Group structures the levels of credit risk by placing limits on the amount of risk accepted in relation to individual borrowers or groups of borrowers. The limits on the level of credit risk are approved periodically by the Board of Directors.

Exposure to credit risk is managed through regular analysis of the ability of borrowers and potential borrowers to meet interest and capital repayment obligations and by changing these lending limits where appropriate. The assets undergo a scoring process to mitigate risk and the results of the scoring process are monitored by the Board.

The Group's policy on forbearance is that a customer's account may be modified to assist customers who are in, or have recently overcome financial difficulties and have demonstrated both the ability and willingness to meet the current or modified loan contractual payments. These may be modified by way of a reschedule or deferment of repayments. Rescheduling of debts retains the customers contractual due dates, whilst the deferment of repayments extends the payment schedule up to a maximum of four payments in a 12 month period.

The following table shows the rescheduled and deferred loan balances.

	31 December 2012 £'000	31 December 2013 £'000	31 December 2014 £'000

Rescheduled loans	12,315	13,896	14,713
Allowance for impairment	(1,178)	(1,127)	(1,037)
	11,137	12,769	13,676

Deferred loans	2,873	2,801	2,979
Allowance for impairment	(366)	(334)	(351)
	2,507	2,467	2,628

Market risk

Market risks arise from open positions in interest rate and currency products, all of which are exposed to general and specific market movements.

(i) Currency risk

The Group has no exposures in foreign currencies.

(ii) Interest rate risk

Interest rate risk is the potential adverse impact on the Group's future cash flows from changes in interest rates and arises from the differing interest rate risk characteristics of the Group's assets and liabilities. In particular, fixed rate products expose the Group to the risk that a change in interest rates could cause either a reduction in interest income or an increase in interest expense relative to variable rate interest flows. All of the Group's products are contractually at variable rates, however changes to the rates charged can be made only in case of significant changes to the Group's costs of funds.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due, or can only do so at excessive cost. The Group's liquidity policy is to maintain sufficient liquid resources to cover cash flow imbalances and fluctuations and to enable the Group to meet its obligations as they fall due.

The following table shows the maturity profile of the Group's financial assets.

		Financial Assets
		£'000
At 31 December 2012
Due within one year		23,846
Due between one and two years		17,626
Due between two and five years		17,927
Due in over five years		6,778
		66,177
At 31 December 2013
Due within one year		30,298
Due between one and two years		23,916
Due between two and five years		20,030
Due in over five years		1,568
		75,812
At 31 December 2014
Due within one year		35,206
Due between one and two years		30,270
Due between two and five years		24,274
Due in over five years		1,291
		91,041

The following table shows the contractual maturities of the Group's liabilities (none of which are derivative financial liabilities).

	Trade and other payables	Current Tax Liability	Financial Liability	Total
	£'000	£'000	£'000	£'000
At 31 December 2012
Repayable on demand	-	-	72,115	72,115
Less than one year	5,069	-	-	5,069
Total contractual cash flows	5,069	-	72,115	77,184

At 31 December 2013
Repayable on demand	-	-	72,568	72,568
Less than one year	3,950	192	-	4,142
Total contractual cash flows	3,950	192	72,568	76,710

At 31 December 2014
Repayable on demand	-	-	88,329	88,329
Less than one year	5,348	281	-	5,629
Total contractual cash flows	5,348	281	88,329	93,958

Financial Liabilities are amounts owed to the immediate parent company, Secure Trust Bank PLC. The loan is repayable on demand and interest is charged at 3.445% (2013: 3.445%, 2012: 3.445%). Secure Trust Bank PLC has a fixed and floating charge over the assets of the Group to secure the debt.

19. Events after the balance sheet date

On 30 November 2015 a dividend of £11.5m was declared and approved, payable to the immediate parent company.

SECTION B: CONSOLIDATED INTERIM FINANCIAL INFORMATION OF THE EVERYDAY LOANS GROUP

CONSOLIDATED INCOME STATEMENTS

	Notes	Unaudited 6 months ended 30 June 2014	Unaudited 6 months ended 30 June 2015
		£'000	£'000
Continuing operations:

Revenue		18,751	21,163

Cost of sales (excluding interest)		(297)	(302)
Interest costs		(1,242)	(1,523)


Gross Profit		17,212	19,338

Administrative expenses		(7,962)	(9,928)
Impairment losses on loans and advances to customers		(3,626)	(3,328)

Operating profit		5,624	6,082

Finance income		-	2


Profit before taxation		5,624	6,084

Taxation		(1,258)	(1,232)



Profit and total comprehensive income for the period		4,366	4,852

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	Share capital	Retained earnings	Total
	£'000	£'000	£'000


Balance at 31 December 2013 (audited)	29,535	(23,563)	5,972


Comprehensive income for the financial period	-	4,366	4,366
Dividends paid	-	(5,021)	(5,021)


Balance at 30 June 2014 (unaudited)	29,535	(24,218)	5,317






	Share capital	Retained earnings	Total
	£'000	£'000	£'000


Balance at 31 December 2014 (audited)	29,535	(27,353)	2,182


Comprehensive income for the financial period	-	4,852	4,852
Dividends paid	-	-	-


Balance at 30 June 2015 (unaudited)	29,535	(22,501)	7,034

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	Notes	Audited 31 December 2014	Unaudited 30 June 2015
		£'000	£'000

ASSETS
Non-current assets
Intangible assets		160	147
Property, plant and equipment		312	491
Deferred tax asset		671	641
Loans and advances to customers		55,835	64,983


Total non-current assets		56,978	66,262

Current assets
Loans and advances to customers		35,206	37,269
Other receivables		3,149	3,475
Cash and cash equivalents		1,621	5


Total current assets		39,976	40,749


TOTAL ASSETS		96,954	107,011


EQUITY AND LIABILITIES
Equity attributable to equity holders
Share capital	3	29,535	29,535
Retained earnings	3	(27,353)	(22,501)


Total equity attributable to equity holders		2,182	7,034


Current liabilities
Financial liabilities	8	88,329	92,858
Current tax liabilities		1,095	2,165
Trade and other payables	8	5,348	4,954


Total liabilities		94,772	99,977


TOTAL EQUITY AND LIABILITIES		96,954	107,011

CONSOLIDATED CASH FLOW STATEMENTS

	Notes	Unaudited 6 months ended 30 June 2014	Unaudited 6 months ended 30 June 2015
		£'000	£'000

Cash flow from operating activities	4	7,710	(3,755)


Cash flow from investing activities
Purchase of non-current assets		(106)	(263)
Interest received		-	2


Net cash outflow from investing activities		(106)	(261)


Cash flow from financing activities
Borrowings		(2,580)	2,400
Interest paid		-	-
Dividends paid		(5,021)	-


Net cash inflow from financing activities		(7,601)	2,400


Net (decrease)/increase in cash and cash equivalents		3	(1,616)

Cash and cash equivalents at beginning of the period		819	1,621


Cash and cash equivalents at the end of the period		822	5

Notes to the accounts

1. Accounting policies

The principal accounting policies adopted by Everyday Loans Holdings Limited, Everyday Loans Limited and Everyday Lending Limited (together the "Everyday Loans Group" or the "Group") in the preparation of its Unaudited Consolidated Interim Financial Information for the period ended 30 June 2015 and its comparatives for the period ended 30 June 2014 are as disclosed in the Consolidated Historical Financial Information for the years ended 31 December 2014, 31 December 2013 and 31 December 2012. These policies have been consistently applied to all periods presented, unless otherwise stated.

1.1 General information

The Unaudited Consolidated Interim Financial Information has been prepared by consolidating the financial statements of Everyday Loans Holdings Limited, Everyday Loans Limited and Everyday Lending Limited. This is done by applying the principles underlying the consolidation procedures of IFRS 10 'Consolidated Financial Statements' ("IFRS 10") for each of the periods ended 30 June 2015 and 30 June 2014. All intercompany transactions and balances within the operations of the Everyday Loans Group have been eliminated.

The Everyday Loans Group provides secured and unsecured personal instalment loans.

1.2 Basis of preparation

The Unaudited Consolidated Interim Financial Information for the period ended 30 June 2015 and its comparatives for the period ended 30 June 2014 have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union. They do not include all the disclosures that would otherwise be required in a complete set of financial statements. They have been prepared under the historical cost convention.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires judgement in the process of applying the Group's accounting policies. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the Unaudited Consolidated Interim Financial Information are disclosed in note 1.3.

The Unaudited Consolidated Interim Financial Information has been prepared on a going concern basis.

New standards and interpretations adopted in the current year

The following new and revised standards and interpretations have been adopted in the current year.

§ IFRS 10 'Consolidated Financial Statements'

§ IFRS 11 'Joint Arrangements'

§ IFRS 12 'Disclosures of Interests in Other Entities'

§ IAS 27 'Separate Financial Statements'

§ IAS 28 'Investments in Associates and Joint Ventures'

The application of the above standards had no material effect on the Unaudited Consolidated Interim Financial Information of the group for the period presented.

Future amendments to standards and interpretations

At the date of authorisation of this Unaudited Consolidated Interim Financial Information, the following standards and interpretations, applicable to the group, which have not been applied in this Unaudited Consolidated Interim Financial Information, were in issue but not yet mandatorily effective for the group.

§ IFRS 9 'Financial Instruments', effective for periods beginning on or after 1 January 2018 (not yet EU endorsed)

§ IFRS 15 'Revenue from Contracts with Customers', effective for periods beginning on or after 1 January 2017 (not yet EU endorsed)

§ Amendments to IAS 16 'Property, Plant and Equipment' and IAS 38 'Intangible Assets', effective for periods beginning on or after 1 January 2016 (not yet EU endorsed)

§ Amendments to IAS 1 'Presentation of Financial Statements', effective for periods beginning on or after 1 January 2016 (not yet EU endorsed)

The other standards and amendments to existing standards noted above are unlikely to have a material impact on the Group.

1.3 Critical accounting judgements and key sources of estimation uncertainty

Impairment losses on loans and advances

Provision for PPI claim costs and associated losses

2. Operating segments

All of the Everyday Loans Group's assets and liabilities, revenue and profit before tax are attributable to the provision of consumer credit.

No geographical analysis is presented because all operations are situated in the United Kingdom.

3. Share capital and reserves

	Audited As at 31 December 2014	Unaudited As at 30 June 2015
	£'000	£'000
Called up, allotted and fully paid
29,535,298 Ordinary shares of £1 each	29,535	29,535
Accumulated losses	(27,353)	(22,501)
	2,182	7,034

4. Cash flow from operating activities

	Unaudited 6 months ended 30 June 2014	Unaudited 6 months ended 30 June 2015
	£'000	£'000
Operating profit	5,624	6,082
Depreciation on plant, property and equipment	77	52
Amortisation on intangible fixed assets	41	45
lncrease in loans and advances to customers	(5,626)	(11,211)
Increase in other receivables	(141)	(326)
Increase in trade and other payables	7,735	1,735
Net cash inflow/(outflow) from operating activities	7,710	(3,623)
Tax paid	-	(132)
	7,710	(3,755)

For the purposes of the cash flow statement, cash and cash equivalents comprises bank balances, with a maturity of less than three months from the date of acquisition.

5. Contingent liabilities

As at 30 June 2015, the Group had no contingent liabilities (December 2014: £nil).

6. Related party transactions

Significant related parties of the Everyday Loans Group include all entities under common control of the ultimate parent company, Arbuthnot Banking Group PLC, that were not transferred out with the Everyday Loans Group, the directors that remain within the Everyday Loans Group ("key management personnel") and shareholders of Arbuthnot Bank Group PLC.

During the year to 31 December 2014 the Everyday Loans Group paid management charges to its immediate parent company, Secure Trust Bank PLC, of £8,745,438. No such payment was made in the six month period to 30 June 2015.

Of the financial liabilities balance presented in the Statement of Financial Position at 30 June 2015, £92,858,048 (December 2014: £88,328,960) is due to the immediate parent company of the Group.

During 2012 Secure Trust Bank PLC issued a debenture to the Everyday Loans Group giving them a fixed and floating charge over assets of the Group.

During the six month period to 30 June 2015 the Everyday Loans Group did not pay an interim dividend (six month period to 30 June 2014: £5,021,000). During the year ended 31 December 2014 the Group paid the immediate parent company a dividend of £5,021,000.

Short-term employee benefits of the key management personnel for the period ended 30 June 2015 amounted to £378,129 (June 2014: £298,507). Post-employment benefits for key management personnel for the period ended 30 June 2015 comprised £12,265 (June 2014: £15,627).

7. Financial commitments

Capital commitments

At 30 June 2015 and 31 December 2014, the Group had no capital commitments contracted but not provided for.

Operating lease commitments

At 31 December 2014 and 30 June 2015, the Everyday Loans Group had outstanding commitments under non-cancellable operating leases which fall due as follows:

	Audited 31 December 2014 £'000	Unaudited 30 June 2015 £'000
Within one year	606	631
1-2 years	849	1,261
	1,455	1,892

8. Financial instruments

The principal risks inherent in the Group's business are credit, market and liquidity risk.

Credit risk

The following table shows the rescheduled and deferred loan balances.

	Audited 31 December 2014 £'000	Unaudited 30 June 2015 £'000

Rescheduled loans	14,713	14,837
Allowance for impairment	(1,037)	(893)
	13,676	13,944

Deferred loans	2,979	3,356
Allowance for impairment	(351)	(397)
	2,628	2,959

Market risk

Market risks arise from open positions in interest rate and currency products, all of which are exposed to general and specific market movements.

(i) Currency risk

The Group has no exposures in foreign currencies.

(ii) Interest rate risk

Interest rate risk is the potential adverse impact on the Group's future cash flows from changes in interest rates and arises from the differing interest rate risk characteristics of the Group's assets and liabilities. In particular, fixed rate products expose the Group to the risk that a change in interest rates could cause either a reduction in interest income or an increase in interest expense relative to variable rate interest flows. All of the Group's products are contractually at variable rates; however any changes made to the rates charged are made at management's discretion.

Liquidity risk

The following table shows the maturity profile of the Group's financial assets.

		Financial Assets
		£'000

At 31 December 2014 (Audited)
Due within one year		35,206
Due between one and two years		30,270
Due between two and five years		24,274
Due in over five years		1,291
		91,041

At 30 June 2015 (Unaudited)
Due within one year		37,269
Due between one and two years		34,368
Due between two and five years		29,424
Due in over five years		1,191
		102,252

The following table shows the contractual maturities of the Group's liabilities (none of which are derivative financial liabilities).

	Trade and other payables	Current Tax Liability	Financial Liability	Total
	£'000	£'000	£'000	£'000

At 31 December 2014 (Audited)
Repayable on demand	-	-	88,329	88,329
Less than one year	5,348	1,095	-	6,443
Total contractual cash flows	5,348	1,095	88,329	94,772

At 30 June 2015 (Unaudited)
Repayable on demand	-	-	92,858	92,858
Less than one year	4,954	2,165	-	7,119
Total contractual cash flows	4,954	2,165	92,858	99,777

Financial Liabilities are amounts owed to the immediate parent company, Secure Trust Bank PLC. The loan is repayable on demand and interest is charged at 3.445% (December 2014: 3.445%). Secure Trust Bank PLC has a fixed and floating charge over the assets of the Group to secure the debt.

9. Events after the balance sheet date

On 30 November 2015 a dividend of £11.5m was declared and approved, payable to the immediate parent company.

APPENDIX

TERMS AND CONDITIONS

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE CONDITIONAL PLACING OF ORDINARY SHARES IN THE COMPANY (THE "NEW ORDINARY SHARES") SUBJECT TO CLAWBACK TO SATISFY VALID APPLICATIONS BY QUALIFYING SHAREHOLDERS UNDER THE OPEN OFFER (TOGETHER, THE "PLACING"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, INCLUDING BY DIRECTIVE 2010/73/EC, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; OR (C) PERSONS IN JURISDICTIONS OTHER THAN IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, 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 THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS, THE NEW ORDINARY SHARES ARE ONLY BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR NEW ORDINARY SHARES.

Persons who are invited to and who choose to participate in the Placing (the "Placees"), by making an oral or written offer to subscribe for New Ordinary Shares at 85 pence per New Ordinary Share (the "Offer Price") pursuant to the terms of the Placing, including any individuals, funds or others on whose behalf a commitment to subscribe for New Ordinary Shares in the Placing is given, will (i) be deemed to have read and understood this Announcement, including this Appendix, and the placing proof expected to be dated 4 December 2015 of a prospectus (the "Placing Proof") prepared by the Company in accordance with the Prospectus Rules relating to the Placing and Open Offer, Admission and Readmission and made available to Placees and made available to Placees, in their entirety; and (ii) be making such offer on the terms and conditions of the Placing contained in this Appendix, the Placing Proof, this Announcement and the placing letter to be completed and signed by Placees in connection with the Placing (the "Placing Letter"), including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out therein.

The New Ordinary Shares have not been, nor will they be, registered or offered under the relevant securities laws of any state, province or territory of any Excluded Territory. Accordingly, the New Ordinary Shares may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Excluded Territories except pursuant to an applicable exemption from registration or qualification requirements. None of the terms and conditions set out in this Appendix, the Placing Proof, or the Placing Letter is or constitutes an invitation or offer to sell or the solicitation of an invitation or an offer to buy New Ordinary Shares in any jurisdiction in which such offer to sell or solicitation is unlawful. Persons into whose possession these documents come should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Banks (as defined below) do not make any representation to any Placees regarding an investment in the securities referred to in this Announcement (including this Appendix), the Placing Proof or the Placing Letter.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

Details of the Placing Agreement and of the New Ordinary Shares

J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is acting as global co-ordinator, bookrunner and underwriter and Peel Hunt LLP ("Peel Hunt" and together with J.P. Morgan Cazenove, the "Banks") is acting as lead manager in connection with the Placing and have entered into a placing agreement (the "Placing Agreement") with the Company under which they have severally agreed to use their respective reasonable endeavours to procure Placees to take up the New Ordinary Shares, on the terms and subject to the conditions set out therein.

The commitments of Placees procured by the Banks are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement", any New Ordinary Shares which are offered and not applied for in respect of the Open Offer will be issued to Placees procured by the Banks.

J.P. Morgan Cazenove has agreed with the Company, to the extent that Placees are not procured for New Ordinary Shares which are not validly taken up by Qualifying Shareholders under the Open Offer, to take up such New Ordinary Shares at the Offer Price (as defined below), or in the event of any default by any Placee in paying the Offer Price in respect of any New Ordinary Shares allocated to it, to take up such New Ordinary Shares itself at the Offer Price, subject to the provisions of the Placing Agreement.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Existing Ordinary Shares after the date of Admission, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Prospectus, applications for listing and admission to trading

The full terms and conditions of the Open Offer will be contained in the prospectus which is expected to be published by the Company in connection with the Placing and Open Offer, Admission and Readmission (the "Prospectus") on or around 7 December 2015 following approval by the Financial Conduct Authority (the "FCA") in accordance with the Prospectus Rules and the Listing Rules and, in respect of Qualifying Shareholders who hold their Existing Ordinary Shares in certified form, in the Application Form.

Applications will be made to the FCA for admission of the New Ordinary Shares to be issued under the Placing to the standard listing segment of the Official List of the FCA (the "Official List") and to trading on London Stock Exchange plc's main market for listed securities. It is expected that Admission of the New Ordinary Shares will become effective at or around 8.00 a.m. (London time) on 7 January 2016 (or such later time and/or date as J.P. Morgan Cazenove may agree with the Company) (the "Admission Date") and that dealings in the New Ordinary Shares will commence at that time. It is anticipated that, following completion of the Acquisition, the ordinary shares of the Company will be readmitted to the standard listing segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities.

Bookbuild

The Banks will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

The Banks shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, following consultation with the Company, determine.

Participation in, and principal terms of, the Placing

1. J.P. Morgan Cazenove is acting as global co-ordinator, lead bookrunner and agent of the Company and Peel Hunt is acting as lead manager and agent of the Company in connection with the Placing.

2. The Banks are arranging the Placing severally (and not jointly nor jointly and severally) in their respective capacities and as agents of the Company. Participation in the Placing will only be available to persons who are Relevant Persons and who may lawfully be, and are, invited to participate by either of the Banks. Each of the Banks and their respective affiliates are entitled to enter bids as principal in the Bookbuild.

3. The Bookbuild for the placing will be carried out by J.P. Morgan Cazenove and Peel Hunt. The Bookbuild will open with immediate effect.

4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at one of the Banks. Each bid should state the number of New Ordinary Shares which the prospective Placee wishes to subscribe for at the Offer Price. Bids may be scaled down by the Banks on the basis referred to in paragraph 8 below.

5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix, the Placing Letter and the Placing Proof, will be legally binding on the Placee on behalf of which it is made and, except with the J.P. Morgan Cazenove's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and legally binding obligation owed to the Banks, as agents for the Company, to pay the relevant Bank (or as they may direct) in cleared funds an amount equal to the product of the Offer Price and the number of New Ordinary Shares that such Placee has agreed to subscribe for (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) on the basis explained below under "Placing Procedure" and in the Placing Letter. Each Placee's obligations will be owed to the Banks.

6. The Bookbuild is expected to close no later than 4.00pm (London time) on 4 December 2015 but may be closed earlier or later, at the discretion of the Banks and the Company. The Banks may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

7. Each prospective Placee's allocation will be determined by J.P. Morgan Cazenove (in consultation with the Company and Peel Hunt) and will be confirmed to Placees orally by the relevant Bank following the close of the Bookbuild, and the Placing Letter will be dispatched as soon as possible thereafter. The relevant Bank's oral confirmation to such Placee will constitute an irrevocable and legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bank and the Company, to subscribe for the number of New Ordinary Shares allocated to it (subject to clawback to satisfy valid application by Qualifying Shareholders under the Open Offer) and to pay the relevant Offer Price on the terms and conditions set out in this Appendix, the Placing Proof, the Placing Letter and in accordance with the Company's articles of association. Each Placee will confirm such irrevocable and legally binding commitment by completing, signing and returning the form of acceptance contained in the Placing Letter in accordance with the instructions therein, and should a Placee fail to do so, the Banks will retain the right to cancel their allocation or terminate such irrevocable and legally binding commitment.

8. All obligations under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing Agreement not having being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

9. The Banks may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. J.P. Morgan Cazenove may also, notwithstanding paragraphs 4 and 5 above and subject to prior consent of the Company (i) allocate New Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate New Ordinary Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Banks) to reduce or seek to increase the amount to be raised pursuant to the Placing, at its absolute discretion. The acceptance of the bids shall be at the relevant Bank's absolute discretion, subject to agreement with the Company.

10. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all New Ordinary Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement" and in the Placing Letter.

11. Except as required by law or regulation, no press release or other announcement will be made by the Banks or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

12. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

13. To the fullest extent permissible by law, neither of the Banks nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Banks nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including, to the fullest extent permissible by law any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or such alternative method of effecting the Placing as the Banks and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Banks' obligations under the Placing Agreement are conditional on, inter alia:

(a) none of the representations, warranties and undertakings of the Company contained in the Placing Agreement being untrue, inaccurate or misleading on and as at the date of the Placing Agreement, the date of publication of the Prospectus and immediately prior to Admission;

(b) the Company having complied with its obligations under the Placing Agreement;

(c) Admission taking place by 8:00 a.m. (London time) on the Admission Date (or such later time and/or date as the Company and the J.P. Morgan Cazenove may otherwise agree);

(d) there not having been a material adverse change to the Group or the Everyday Loans Group; and

(e) the Company allotting, subject only to Admission, the New Ordinary Shares to be allotted and issued to Placees pursuant to the Placing in accordance with the Placing Agreement.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where permitted) waived by J.P. Morgan Cazenove (in consultation with Peel Hunt) by the relevant time or date specified (or such later time and / or date as J.P. Morgan Cazenove may agree in writing); or (ii) any of such conditions become incapable of being satisfied; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the New Ordinary Shares shall cease and automatically terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

J.P. Morgan Cazenove (in consultation with Peel Hunt) may in its absolute discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that certain conditions relating, inter alia, to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix and the Placing Letter.

By participating in the Placing, Placees agree that the exercise (or non-exercise) by J.P. Morgan Cazenove of any power to grant waiver or extend the time and/or date for the satisfaction of any condition to the Placing and any decision it makes as to the satisfaction of any condition of the Placing shall be within the absolute discretion of J.P. Morgan Cazenove and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Lock-up

The Company has undertaken to the Banks that, between the date of the Placing Agreement and a date which is 180 days from the date of the Placing Agreement, it will not, without the prior written consent of J.P. Morgan Cazenove, undertake any consolidation or sub-division of its share capital or any capitalisation issue, directly or indirectly, allot, issue, offer, sell lend, pledge, contract to sell or issue, grant any option, right or warrant to purchase or otherwise dispose of any Ordinary Shares (or any interest therein or in respect thereof) or other securities of the Company exchangeable for, or convertible into, or representing the right to receive Ordinary Shares or any such substantially similar securities or enter into any transaction directly or indirectly, permanently or temporarily, to dispose of any Ordinary Shares or undertake any other transaction with the same economic effect as any of the foregoing, or agree to do, any of the forgoing or announce publicly any intention to do such things, subject to certain carve-outs agreed between J.P. Morgan Cazenove and the Company.

By participating in the Placing, Placees agree that the exercise by J.P. Morgan Cazenove of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of J.P. Morgan Cazenove and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Right to terminate under the Placing Agreement

J.P. Morgan Cazenove (in consultation with Peel Hunt) is entitled, at any time prior to Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including:

(a) a breach of the warranties given to the Banks in or of its obligations under the Placing Agreement;

(b) there being material information included in the Prospectus that is not included in the Placing Proof; or

Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by J.P. Morgan Cazenove of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of J.P. Morgan Cazenove and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

Withdrawal rights

Placees acknowledge that their acceptance of any of the New Ordinary Shares to be issued pursuant to the Placing is not by way of acceptance of the public offer to be made in the Prospectus and (if applicable) the Application Form but is by way of a collateral contract and as such section 87Q of FSMA does not entitle Placees to withdraw in the event that the Company publishes a supplementary prospectus in connection with the Placing and Open Offer, Admission or Readmission. If, however, a Placee is entitled to withdraw, by accepting the offer of a placing participation, the Placee agrees to confirm its acceptance of the offer on the terms contained in this Appendix and in the Placing Letter on the same terms immediately after such right of withdrawal.

Placing procedure

Following the closing of the Bookbuild, each Placee allocated New Ordinary Shares in the Placing will be sent the Placing Letter confirming the contract concluded upon acceptance by the Banks of such Placee's earlier oral commitment to subscribe for New Ordinary Shares and also confirming the number of New Ordinary Shares conditionally allocated to it (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) at the Offer Price, the maximum aggregate amount owed by such Placee to the Bank and settlement instructions.

The commitments of Placees to subscribe for the New Ordinary Shares pursuant to the Placing are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Banks have discretion with regard to the manner and extent of any scaling back of a Placee's conditional allocation, and such scaling back may not be pro rata to conditional allocations.

The Banks will notify Placees if any of the dates in this Appendix should change, including as a result of delay in the posting of the Prospectus, the Application Forms or the crediting of the Open Offer Entitlements in CREST or the production of a supplementary prospectus or otherwise.

Registration and Settlement

Upon closing of the Open Offer (and following clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer), the final allocations of New Ordinary Shares to be issued to Placees pursuant to the Placing will be notified by the Banks to Placees in accordance with the terms of the Placing Letter, and the Banks will issue a contract note or trade confirmation in respect of such final allocations. The contract note or trade confirmation will include the payment and settlement procedures to be followed in connection with the subscription for New Ordinary Shares comprised in the final allocation.

Settlement of transactions in the New Ordinary Shares following Admission will take place within CREST, subject to certain exceptions. The Banks and the Company reserve the right to require settlement for, and delivery of, the New Ordinary Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST by the expected time for settlement and delivery set out in the contract note or trade confirmation or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the instructions set out in the Placing Letter and the contract note or trade confirmation and in accordance with the standing CREST instructions in respect of the New Ordinary Shares that it has in place with the relevant Bank.

It is expected that settlement will be on 7 January 2016 on a T+2 delivery basis.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above prevailing LIBOR as determined by the Banks.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Banks may sell any or all of the New Ordinary Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Banks' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such New Ordinary Shares on such Placee's behalf. By communicating a bid for New Ordinary Shares, each Placee confers on the relevant Bank all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the relevant Bank lawfully takes in pursuance of such sale.

If New Ordinary Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Placing Letter is copied and delivered immediately to the relevant person within that organisation. Insofar as New Ordinary Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such New Ordinary Shares should, subject as provided below and in particular provided there is no agreement for the sale of the New Ordinary Shares between any such agent and the Placee, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the New Ordinary Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer New Ordinary Shares), none of the Banks nor the Company shall be responsible for the payment thereof.

Representations, Warranties and Further Terms

By participating in the Placing and/or completing (as applicable), signing and returning the letter of confirmation attached to the Placing Letter, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Banks (in their capacity as bookrunners and placing agents of the Company, in each case as a fundamental term of their application for New Ordinary Shares), the following:

(a) it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business;

(b) in consideration of its allocation of a Placing participation, to subscribe at the Offer Price for any New Ordinary Shares comprised in its allocation for which it is required to subscribe pursuant to the terms and conditions in this Appendix and the Placing Letter;

(c) it has read and understood this Announcement, including this Appendix, the Placing Proof and the Placing Letter in their entirety and that its subscription for New Ordinary Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained therein and undertakes not to redistribute or duplicate such documents and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing and Open Offer, the Acquisition, Company, the New Ordinary Shares, Admission or Readmission or otherwise;

(d) the Existing Ordinary Shares are listed on the standard listing segment of the Official List and are admitted to trading on the London Stock Exchange plc's main market for listed securities, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, and it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty;

(e) the Placing is not conditional on completion of the Acquisition, and that although the Company anticipates using the proceeds raised through the Placing and Open Offer to fund the cash consideration payable for the Acquisition, that the Acquisition is dependent upon certain conditions being satisfied and that accordingly neither the Company nor the Banks warrant or represent that the Acquisition will take place;

(f) (i) it has not relied on, and will not rely on, any information relating to the Company which is not contained in the Placing Proof and this Announcement, including information contained or which may be contained in any research report or investor presentation prepared or which may be, or have been, prepared by either of the Banks or any of their affiliates; and (ii) it has made its own assessment of the Company and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its decision to participate in the Placing;

(g) neither of the Banks, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information made publicly available by or in relation to the Company or any representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

(h) neither of the Banks, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material regarding the New Ordinary Shares or the Company other than this Announcement, the Placing Proof, the Pricing Announcement, the Placing Letter, the Prospectus and the Application Form nor has it requested any of the Banks, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

(i) unless otherwise specifically agreed with the Banks, it is not and at the time the New Ordinary Shares are subscribed for, neither it nor the beneficial owner of the New Ordinary Shares will be, a resident of any Excluded Territory and further acknowledges that the New Ordinary Shares have not been and will not be registered under the securities legislation of any Excluded Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;

(j) the New Ordinary Shares have not been and will not be registered and that a prospectus will not be cleared in respect of any of the New Ordinary Shares under the securities laws or legislation of any Excluded Territory and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, in or into those jurisdictions;

(k) the New Ordinary Shares are being subscribed for investment purposes, and not with a view to, or for resale in connection with, any distribution of the New Ordinary Shares within the meaning of the United States securities laws;

(l) where it is subscribing for the New Ordinary Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the New Ordinary Shares for each managed account;

(m) if it is a pension fund or investment company, its subscription for New Ordinary Shares is in full compliance with applicable laws and regulations;

(n) understands that the New Ordinary Shares are expected to be issued to it through CREST;

(o) the content of this Announcement (including this Appendix), the Placing Proof, the Pricing Announcement and the Prospectus is exclusively the responsibility of the Company, and that neither of the Banks, nor their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in, or omission from, this Announcement (including this Appendix), the Placing Proof, the Pricing Information, the Pricing Announcement, the Prospectus or any information previously or subsequently published by or on behalf of the Company including, without limitation, any information required to be published by the Company pursuant to applicable laws ("Exchange Information"), and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, the Placing Proof, the Prospectus or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for New Ordinary Shares is contained in the Placing Proof this Announcement and that it has neither received nor relied on any other information given, or representations, warranties or statements made, by any of the Banks or the Company nor any of their respective affiliates and none of the Banks or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. None of the Banks, the Company nor any of their respective affiliates has made any representations to it, express or implied, with respect to the Company, the Acquisitions, the Placing and Open Offer and/or the New Ordinary Shares or the accuracy, completeness or adequacy of the Exchange Information or any other information, and each of them disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

(p) neither it, nor the person specified by it for registration as holder of the New Ordinary Shares is, or is acting a nominee(s) or agent(s) for, and that the New Ordinary Shares will not be allotted to, a person/person(s) whose business either is or includes issuing depository receipts or the provision of clearance services and, therefore, the issue to that Placee, or the person specified by it for registration as holder of the New Ordinary Shares, will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the New Ordinary Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer New Ordinary Shares into a clearance service;

(q) it has complied with its obligations under the Criminal Justice Act 1993, section 118 of the Financial Services and Markets Act 2000 (the "FSMA") and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 and the Criminal Justice (Money Laundering and Terrorism Financing) Act 2010 and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

(r) its commitment to subscribe for New Ordinary Shares on the terms set out in this Appendix, the Placing Proof and the Placing Letter will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing, and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Banks' conduct of the Placing;

(s) it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Banks for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

(t) it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

(u) it has not offered or sold and will not offer or sell any New Ordinary Shares to the public in any member state of the EEA except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of that Directive;

(v) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the New Ordinary Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

(w) it has complied and will comply with all applicable laws with respect to anything done by it in relation to the New Ordinary Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving, the United Kingdom);

(x) if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made publicly available;

(y) if in a member state of the EEA, unless otherwise specifically agreed with the Banks in writing, it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive;

(z) if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order; or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc.") of the Order; or (iii) if not a person meeting the criteria for an investment professional or otherwise of the foregoing (or the criteria of qualified investors for the purposes of section 86(7) of the FSMA), that he or she is a director of the Company at the time of the Placing; or (iv) to whom this Announcement may otherwise lawfully be communicated;

(aa) no action has been or will be taken by either the Company or the Banks or any person acting on behalf of the Company or the Banks that would, or is intended to, permit a public offer of the New Ordinary Shares in any country or jurisdiction where any such action for that purpose is required;

(bb) it and any person acting on its behalf is entitled to subscribe for the New Ordinary Shares under the laws of all relevant jurisdictions that apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Banks, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

(cc) it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement, the Placing Proof and the Placing Letter) and will honour such obligations;

(dd) it (and any person acting on its behalf) will make payment in respect of the New Ordinary Shares allocated to it in accordance with this Appendix, the Placing Proof and the Placing Letter on the due time and date set out therein, failing which the relevant New Ordinary Shares may be placed with other investors or sold as the Banks may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Offer Price and the number of New Ordinary Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's New Ordinary Shares;

(ee) its allocation (if any) of New Ordinary Shares will represent a maximum number of New Ordinary Shares which it will be entitled, and required, to subscribe for (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) and that the Banks or the Company may call upon it to subscribe for a lower number of New Ordinary Shares (if any), but in no event in aggregate more than the aforementioned maximum;

(ff) the person whom it specifies for registration as holder of the New Ordinary Shares will be (i) itself; or (ii) its nominee, as the case may be. None of the Banks or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes (together with interest and penalties) resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Banks on an after-tax basis in respect of any Indemnified Taxes on the basis that the New Ordinary Shares will be allotted to the CREST account of J.P. Morgan Cazenove who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

(gg) none of the Banks, nor any of their respective affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of any Bank in connection with its participation in the Placing and that the Banks have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

(hh) in making any decision to subscribe for New Ordinary Shares it (i) has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or acquiring the New Ordinary Shares; (ii) will not look to the Banks, any of their respective affiliates or persons acting on their behalf for all or part of any such loss it may suffer; (iii) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing; and (iv) has no need for liquidity with respect to its investment in the New Ordinary Shares. It further confirms that it has relied on its own examination and due diligence of the Company and its associates (taken as a whole), and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of the Banks;

(ii) in connection with the Placing, the Banks and any of its affiliates acting as an investor for its own account may take up New Ordinary Shares in the Company and in that capacity may retain, purchase or sell for its own account such New Ordinary Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

(jj) the terms and conditions of the Placing contained in this Appendix, the Placing Proof and the Placing Letter, together with any agreements entered into by it pursuant to such terms, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales, and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the New Ordinary Shares (together with any interest chargeable thereon) may be taken by either the Company or the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

(kk) the Banks, the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings which are given to the Banks on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Banks to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

(ll) it will indemnify on an after tax basis and hold the Company, the Banks and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and in the Placing Letter and further agrees that the provisions of this Appendix and the Placing Letter shall survive after completion of the Placing and Open Offer;

(mm) the Banks reserve the right (acting together and subject to agreement with the Company) to waive or alter any of the provisions set out in this Announcement, including the Appendix, the Placing Proof or the Placing Letter. Any such alteration or waiver will not affect Placees' commitments as set out therein;

(nn) it will provide the Banks with such relevant documents as they may reasonably request to comply with requests or requirements that either they or the Company may receive from relevant regulators in relation to the Placing and Open Offer, subject to its legal, regulatory and compliance requirements and restrictions;

(oo) it confirms that, to the extent it is subscribing for New Ordinary Shares for the account of one or more persons, (i) it has been duly authorised to make on their behalf the confirmations, acknowledgements and agreements set forth herein and (ii) these provisions constitute legal, valid and binding obligations of it and any other persons for whose account it is acting;

(pp) it satisfies any and all standards for investors in investments of the type subscribed for herein imposed by the jurisdiction of its residence or otherwise;

(qq) it invests in or purchases securities similar to the New Ordinary Shares in the normal course of business and it has: (a) conducted its own investigation with respect to the Company and the New Ordinary Shares; (b) received and reviewed all information that it believes is necessary or appropriate in connection with our purchase of the New Ordinary Shares; (c) made its own assessment and has satisfied itself concerning the relevant tax, regulatory, legal, currency and other economic considerations relevant to its investment in the New Ordinary Shares; and (d) sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated, independently the merits, risks and suitability of subscribing for the New Ordinary Shares;

(rr) it is aware that it must bear the economic risk of an investment in the New Ordinary Shares for an indefinite period of time, and it has the ability to bear such economic risk of its investment in the New Ordinary Shares, have adequate means of providing for its current and contingent needs, has no need for liquidity with respect to its investment in the New Ordinary Shares, is able to sustain a complete loss of its investment in the New Ordinary Shares and will not look to the Banks for all or part of any such loss or losses it may suffer;

(ss) it agrees that it (i) has no need for liquidity with respect to its investment in the New Ordinary Shares and (ii) has no reason to anticipate any change in its circumstances, financial or otherwise, which may cause or require its sale or distribution of all or any part of the New Ordinary Shares; and

(tt) it may not rely, and it has not relied, on any investigation that the Banks, any of their affiliates or any person acting on their behalf may have conducted with respect to the New Ordinary Shares or the Company, and neither the Banks, nor any of their affiliates or any person acting on their behalf has made any representation to it, express or implied, with respect to the Company or the New Ordinary Shares or the accuracy, completeness or adequacy of this Announcement, the Placing Proof, the Prospectus or any other publicly available information. In making its investment decision, it has not relied on any information relating to the Company other than the Placing Proof and other information that is publicly available.

In addition, each Placee irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Banks (in their capacity as global co-ordinator, lead bookrunner or lead manager (as the case may be) and placing agents of the Company, in each case as a fundamental term of their application for New Ordinary Shares), the following:

(a) it is and, at the time the New Ordinary Shares are subscribed for, will be outside the United States and is acquiring the New Ordinary Shares in an "offshore transaction" in accordance with Rule 903 of Regulation S under the Securities Act, and it is acquiring beneficial interests in the New Ordinary Shares for its own account or, if acquiring the New Ordinary Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

(b) the New Ordinary Shares may not be reoffered, resold, pledged or otherwise transferred by it except outside the United States in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act;

(c) it is not acquiring any of the New Ordinary Shares as a result of any form of directed selling efforts (as defined in Regulation S under the Securities Act); and

(d) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any New Ordinary Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale; or

The foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements are given for the benefit of the Company as well as each of the Banks and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither the Company nor either of the Banks owes any fiduciary or other duties or responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the Placing and Open Offer to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or the contents of the terms and conditions contained in this Announcement (including this Appendix), the Placing Proof and the Placing Letter.

Offset

If a Placee is entitled to participate in the Open Offer by virtue of being a Qualifying Shareholder it will be able to apply to subscribe for New Ordinary Shares under the terms and conditions of the Open Offer.

In circumstances where the Placee validly takes up and pays for New Ordinary Shares under the Open Offer to which it is entitled as a Qualifying Shareholder it may request that its conditional allocation of a Placing participation be reduced by up to the number of New Ordinary Shares validly taken up and paid for under the Open Offer (up to a maximum of the number of New Ordinary Shares in its Open Offer Entitlement), provided always that the Banks are satisfied that the Placee has validly taken up and paid for the New Ordinary Shares under the Open Offer. Further details of Placees' rights to request off-set in this way are set out in the Placing Letter.

Miscellaneous

The agreement to allot and issue New Ordinary Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the New Ordinary Shares in question. Such agreement also assumes that the New Ordinary Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the New Ordinary Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor any of the Banks will be responsible and the Placees shall indemnify the Company and the Banks on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Banks accordingly.

The Company and the Banks are not liable to bear any transfer taxes that arise on a sale of New Ordinary Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify the Banks accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Banks and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any New Ordinary Shares or the agreement by them to subscribe for any New Ordinary Shares.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Bank or any of their respective affiliates or agents may, at their absolute discretion, agree to become a Placee in respect of some or all of the New Ordinary Shares.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of the Banks and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Unless the context otherwise requires, all references to time are to London time. All times and dates in this Announcement are subject to amendment by the Banks (in their absolute discretion). The Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.

DEFINITIONS

In this Announcement, in addition to the expressions defined above, the following expressions have the following meanings unless the context requires otherwise:

Acquisition	the acquisition of the entire issued share capital of Everyday Loans Holdings Limited by the Company
Admission	admission of the New Ordinary Shares to the standard listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange becoming effective in accordance with LR 3.2.7G of the Listing Rules and paragraph 2.1 of the Admission and Disclosure Standards published by the London Stock Exchange
Application Form	the application form to be despatched to Qualifying Non-CREST Shareholders for use in connection with the Open Offer
Capital Raising	the placing and open offer
Company	Non-Standard Finance plc
Completion	means completion of the Acquisition, which is expected to occur in the first quarter of 2016
CREST	the electronic transfer and settlement system for the paperless settlement of trades in listed securities operated by Euroclear
Enlarged Group	together, the Group and the Everyday Loans Group assuming completion of the Acquisition
Enlarged Share Capital	means the expected issued ordinary share capital of the Company immediately following the issue of the New Ordinary Shares pursuant to the Capital Raising
EU	an economic and political union of 28 member states which are located primarily in Europe
Everyday Loans	Everyday Loans Holdings Limited
Everyday Loans Group	Everyday Loans and its subsidiaries and subsidiary undertakings
Excluded Territories	Australia, Canada, Japan, New Zealand, The Republic of South Africa and the United States and any jurisdiction where the availability of the Placing and Open Offer would breach any applicable laws or regulations and "Excluded Territory" shall mean any of them
Excluded Territories Shareholders	save as may be agreed in writing with the J.P. Morgan Cazenove, Ordinary Shareholders, with registered addresses, or located or resident (as applicable), in an Excluded Territory, on the Posting Date or the Record Date, as the context requires;
Existing Ordinary Shares	Ordinary Shares issued and allotted as at the date of this Announcement
Group	NSF and its subsidiaries and subsidiary undertakings
Money Laundering Regulations	Money Laundering Regulations 2007
Open Offer	the offer to Qualifying Shareholders constituting an offer to apply for the New Ordinary Shares at the Offer Price on the terms and subject to the conditions set out in the Prospectus, and in the case of Qualifying Non-CREST Shareholders, the Application Form
Ordinary Shares	ordinary shares of 5 pence each in the Company
Placing	means the conditional placing of Ordinary Shares in the Company, subject to clawback to satisfy valid applications by qualifying shareholders under the Open Offer
Placing Agreement	the placing agreement entered into between the Company, J.P. Morgan Cazenove and Peel Hunt relating to the Placing and Open Offer
Prospectus Rules	the prospectus rules made by the FCA under Part VI of the FSMA relating to offers of transferrable securities to the public and admission of transferrable securities to trading on a regulated market
Readmission	admission of the Ordinary Shares to the standard listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange becoming effective in accordance with LR 3.2.7G of the Listing Rules and paragraph 2.1 of the Admission and Disclosure Standards published by the London Stock Exchange following completion of the Acquisition
Qualifying Non-CREST Shareholder	Qualifying Shareholders who hold Ordinary Shares in certificated form
Qualifying Shareholders	Ordinary Shareholders on the register of members of the Company as at the Record Date other than Excluded Territories Shareholders
Shareholders	holders of Ordinary Shares
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States or U.S.	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

IMPORTANT NOTICE:

This Announcement does not constitute a recommendation concerning the Capital Raising. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. 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.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, financial condition, key performance indicators, distributions to shareholders, corporate profile and capital structure may differ materially from the forward-looking statements contained in this Announcement. Factors that may give rise to these differences include, but are not limited to, the Company's ability to identify suitable acquisition opportunities, its success in completing one or more acquisitions, its ability to realise the benefits from its completed acquisitions; its ability to properly evaluate the merits and risks of the operations of acquired companies or businesses; its ability to deploy the net proceeds of the potential offering on a timely basis; the availability and cost of equity or debt capital for acquisitions; changes in the economic environment; and legislative and/or regulatory developments. No statement in this Announcement is intended as a profit forecast.

The forward-looking statements contained in this Announcement speak only as at the date of this Announcement. Except as required by the Financial Conduct Authority, the London Stock Exchange or applicable law (including as may be required by the Financial Conduct Authority's Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules), the Company and its Directors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward- looking statements contained in this Announcement, whether as a result of any change in events, conditions or circumstances or otherwise on which any such statement is based.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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Wednesday, 15th May 2024

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