Everyday Loans Limited change of control approval

RNS Number : 7007U

Non-Standard Finance PLC

08 April 2016

 

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.

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

Non-Standard Finance plc

(the "Company" or "NSF")

Receipt of unconditional approval from the FCA for the change of control of Everyday Loans Limited

On 4 December 2015, NSF announced that it had 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.

NSF announced the completion of the Capital Raising on 5 January 2016, and the New Ordinary Shares were admitted to listing on the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities on 7 January  2016.

NSF has today received unconditional approval from the FCA for the change of control of Everyday Loans Limited to permit the Company and NSF Subsidiary III Limited to replace STB as controller of Everyday Loans Limited on completion of the Acquisition ("Completion"). Completion is expected to occur on 13 April 2016 and remains subject to all conditions precedent to utilisation of the Facilities under the Facilities Agreement having been satisfied or waived.

To allow for Completion, it is intended that all of the Company's ordinary shares (save for Consideration Shares, which will not be listed at that time) (the "Ordinary Shares") then in issue will be suspended with effect from 7.00 a.m. on 13 April 2016 and as the Acquisition is classified as a reverse takeover, it is intended that the Ordinary Shares will be cancelled with effect from 8.00 a.m. on 14 April 2016 subject to Completion becoming effective. Application will be made to the FCA and to the London Stock Exchange for such Ordinary Shares and the Consideration Shares to be admitted to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities, and it is intended that this will take effect from 8.00 a.m. on 14 April 2016.

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For more information

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

IMPORTANT NOTICE:

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.

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 or 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.

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.

 

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