Admission

RNS Number : 2841F

Non-Standard Finance PLC

19 February 2015

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA.

Non-Standard Finance plc

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

Admission to trading on the London Stock Exchange

Non-Standard Finance plc, which has been established to acquire and operate one or more non-standard consumer finance businesses, is pleased to announce that its entire ordinary share capital has today been admitted to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities under the ticker "NSF".

The Placing successfully raised approximately £102 million before expenses via the issue of 102,283,168 new Ordinary Shares at the Placing Price of 100 pence per share. The total number of Ordinary Shares in issue at Admission will be 105,243,695. Cornerstone investment of approximately £46 million was secured from Woodford Investment Management LLP, Invesco Asset Management Limited and Marathon Asset Management.

The net proceeds of the Placing will be used by NSF to begin delivering its acquisition and operation strategy. The Company will focus on businesses which the Directors believe have reached a ceiling in terms of management capabilities, sophistication required for regulatory compliance or access to funding.

John van Kuffeler, NSF's Chairman, said:

"We are pleased to have successfully completed NSF's admission to trading on the London Stock Exchange's main market. The interest in our business from high quality shareholders is a strong endorsement of our strategy and the opportunities that exist in the non-standard consumer finance sector.

"By treating customers fairly, delivering excellent service and lending responsibly, we plan to establish a sustainably profitable group of businesses serving an important socio-demographic cluster."

Highlights

§ NSF's initial target is to acquire up to three companies or businesses in the guaranteed loans, consumer loans, rent to own and home collected credit sub-sectors of the UK's non-standard consumer finance industry

§ It is estimated that in the UK there are currently approximately 12 million people who do not meet the credit criteria of mainstream financial institutions but that can be creditworthy through the use of specialist finance. The Directors estimate that non-standard consumer finance accounts for c.40% of secured and c.30% of unsecured lending in the UK

§ As non-standard lending volumes by previous market leaders have declined following the 2007/2008 financial crisis, a significant portion of the UK population has found itself with limited credit-raising options

§ Acquired companies will be combined into a single operating entity with a new strategy focused on delivering high quality customer service, responsible lending and sustainable shareholder value

§ The Company's Board of Directors comprises John van Kuffeler, Nick Teunon, Miles Cresswell-Turner, Charles Gregson, Robin Ashton and Heather McGregor, all of whom except Heather McGregor are founder Directors with extensive experience of the UK's non-standard consumer finance sector, making acquisitions and operational improvement

- Ends -

For more information

Non-Standard Finance plc John van Kuffeler, Chairman Nick Teunon, Chief Financial Officer & Company Secretary c/o Bell Pottinger	[phone]
UBS Limited - Sole Bookrunner Stephen Paine Christopher Smith	[phone]
Peel Hunt LLP - Lead Manager Adrian Haxby Alastair Rae Kathy Boate	[phone]
Beaumont Cornish Limited - Financial Adviser Roland Cornish Felicity Geidt	[phone]
Bell Pottinger Olly Scott Will Bland	[phone]

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.

This announcement, and the information contained therein, is not for release, distribution or publication, directly or indirectly, to U.S. Persons or 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"). The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). The Ordinary Shares cannot be offered, sold, pledged or otherwise transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, and except to persons who are both "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) and "qualified purchasers" (as defined in Section 2(a)(51) of the Investment Company Act). There will be no public offering of Ordinary Shares in the United States.

Each of the Company, UBS Limited, Peel Hunt LLP ("Peel Hunt"), Beaumont Cornish Limited ("Beaumont Cornish"), Bell Pottinger 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.

No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

Each of UBS Limited, which 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, which is authorised and regulated by the Financial Conduct Authority, and Beaumont Cornish, which is authorised and regulated by the Financial Conduct Authority in the conduct of investment business, are acting exclusively for the Company and for no-one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of UBS Limited, Peel Hunt and Beaumont Cornish respectively or for providing advice in relation to the contents of this announcement, the Placing and Admission or any transaction, arrangement, or other matter referred to in this Document or any matter referred to in it.

None of UBS Limited, Peel Hunt and Beaumont Cornish makes any representation, express or implied, as to the contents of this announcement, for which the Company and the Directors are solely responsible.

 

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