Results of the Capital Raising

RNS Number : 7958K

Non-Standard Finance PLC

05 January 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.

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 the Prospectus (as defined below). 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

(the "Company" or "NSF")

Results of the Capital Raising

On 4 December 2015, NSF announced its intention to raise approximately £160 million by way of placing and open offer (the "Capital Raising"), to part-fund the proposed acquisition of Everyday Loans, which is expected to complete by no later than 1 May 2015 ("Completion").

The Open Offer closed at 11.00 a.m. on 4 January 2016 in accordance with its terms. The Company is delighted to announce that it has received valid acceptances under the Open Offer in respect of 103,362,269 New Ordinary Shares representing approximately 54.9 per cent. of the New Ordinary Shares available pursuant to the Open Offer. The remaining 84,873,556 New Ordinary Shares were taken up pursuant to the Placing.

As stated in the Prospectus, Woodford Investment Management LLP subscribed for its full entitlement under the Open Offer, representing 36,691,778 New Ordinary Shares and Invesco Asset Management subscribed for its full entitlement, representing 35,757,575 New Ordinary Shares. In accordance with his irrevocable undertaking, Charles Gregson subscribed for New Ordinary Shares to a value of £20,000. For administrative reasons relating to her holding of Ordinary Shares, the Company waived Heather McGregor's obligation to subscribe for 23,689 New Ordinary Shares, representing her full entitlement under the Open Offer on the condition that she would purchase a number of Ordinary Shares on the open market equal to her full entitlement under the Open Offer, which she did over the course of 30 December 2015 and 31 December 2015.

The Capital Raising remains conditional on shareholder approval of the resolutions at the General Meeting of the Company (the "Resolutions") due to take place tomorrow, 6 January 2016, at 11.00 a.m. and the Placing and Open Offer Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. The Company has received irrevocable undertakings from shareholders 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.

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.

This announcement should be read in conjunction with the full text of the prospectus published by the Company on 7 December 2015 in connection with the Acquisition, the Capital Raising and the Readmission (the "Prospectus"). The Prospectus is available from the Company's registered office at 5^th Floor, 6 St Andrew Street, London, EC4A 3AE and online at www.nonstandardfinance.com and the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

Unless defined herein, capitalised terms used in this announcement shall have the meaning attributed to them in the Prospectus.

Disclosure of Home Member State

For the purposes of the Transparency Directive, the Home Member State of the Company is the United Kingdom.

- Ends -

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 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 Capital Raising 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.

 

END

 

 

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