Issue of Debt and Tender Offe
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY, CANADA, HONG KONG, JAPAN OR NEW ZEALAND.
Company: Provident Financial plc
Date: 14 October 2009
PROVIDENT FINANCIAL PLC (the "ISSUER") ANNOUNCES A NEW 10 YEAR SENIOR BOND ISSUE
AND
PROVIDENT FINANCIAL INVESTMENTS LIMITED (the "OFFEROR")
LAUNCHES UNMODIFIED DUTCH AUCTION OFFER FOR THE ISSUER'S £100,000,000 7.125% SUBORDINATED STEP-UP BONDS DUE 2015
ISIN/COMMON CODE: XS0220965759/022096575 (the "BONDS")
Provident Financial plc (the "Issuer") today announces the issue of new senior 10 year bonds (the "New Issue").
Provident Financial Investments Limited (the "Offeror") simultaneously announces that it is inviting Bondholders to tender for cash for any and all of the £100,000,000 in aggregate principal amount outstanding of the Bonds issued by the Issuer for purchase by the Offeror, subject to certain conditions, in an Unmodified Dutch Auction (the "Offer").
The Bonds are listed on the Official List of the UK Listing Authority and admitted to trading on the Regulated Market of the London Stock Exchange plc.
The terms and conditions of the Offer are set out in a Tender Offer Memorandum dated 14 October 2009 (the "Tender Offer Memorandum"), which will only be made available to Bondholders (subject to certain restrictions). Bondholders may request documents by contacting the Tender Agent or the Dealer Managers listed below.
The Purchase Price per £1,000 principal amount will not be less than £975. The Offeror will determine the Purchase Price and the aggregate principal amount to be purchased based on the Unmodified Dutch Auction procedure described in the Tender Offer Memorandum.
The completion of the purchase of the Bonds is conditional on the Issuer raising such amount as the Issuer determines necessary for its general corporate purposes, from the New Issue and other conditions set out in the Tender Offer Memorandum.
The Offer will expire at 4:00 p.m. (London time) on 20 October 2009, unless extended, amended or terminated by the Offeror as provided in the Tender Offer Memorandum (such date and time with respect to the Offer, as it may be extended, the "Expiration Deadline").
In order to be eligible to receive the relevant consideration, Bondholders must validly tender their Bonds at or prior to the Expiration Deadline. Settlement of the Purchase Price payable by the Offeror for the purchase of Bonds will occur promptly after the Expiration Deadline and is expected to take place on 23 October 2009.
Bondholders who hold through Euroclear Bank SA/NV or Clearstream Banking, société anonyme (each a "Clearing System") wishing to tender their Bonds must submit, or arrange to have submitted on their behalf, at or before the Expiration Deadline and before the respective deadlines set by such Clearing Systems, duly completed electronic instructions, in each case in accordance with the terms and conditions of the Tender Offer Memorandum and with such Clearing Systems' respective requirements.
Background
The Issuer is seeking to diversify its sources of committed debt funding by accessing the senior public debt markets through the New Issue. The Offeror is seeking to take advantage of the prevailing market conditions to repurchase some of the subordinated debt of the Group (being the Issuer and its consolidated subsidiaries, including the Offeror) at a price below its par value, with the aim of further strengthening its financial position and creating additional core capital in the capital structure of the Group.
The Issuer believes that the New Issue together with the purchase of the Bonds by the Offeror will, accordingly, enhance the overall business and prospects of the Group.
Expected Timetable of Events
|
Date and time |
Event |
|
14 October 2009 |
Commencement of the Offer Offer announced. Tender Offer Memorandum available from the Dealer Managers and the Tender Agent. |
|
4.00 p.m. (London time) on, 20 October 2009 |
Expiration Deadline The Offer expires unless the Offeror extends it or terminates it earlier in its sole discretion. Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Bondholders to be able to participate in the Offer. |
|
11 a.m. (London time), on 21 October 2009 |
Announcement of Offer Results Announcement of whether the Offeror will accept valid tenders of Bonds pursuant to the Offer and, if so accepted, the average Purchase Price and Accrued Interest Payment. |
|
23 October 2009 |
Settlement Date Expected settlement date for the Offer. |
Additional Information
Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Tender Offer Memorandum.
The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum).
For further information on the Offer and the further terms and conditions on which the Offer is made, Bondholders should refer to the Tender Offer Memorandum.
Questions and requests for assistance in connection with (i) the Offer, may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions, may be directed to the Tender Agent, the contact details for each of which are listed below and in the Tender Offer Memorandum.
Bondholders are advised to check with the bank, securities broker, or other intermediary through which they hold their Bonds whether such intermediary applies different deadlines for any of the events specified above, and then to allow for such deadlines if such deadlines are prior to those set out above. The deadlines set by each Clearing System will be earlier than the relevant deadlines above.
The Offer is not being made in the United States, Republic of Italy, Canada, Hong Kong, Japan or New Zealand or to any U.S. person or to any person located or resident in the Republic of Italy, Canada, Hong Kong, Japan or New Zealand and there are also restrictions in other jurisdictions, as more fully described below and in the Tender Offer Memorandum.
FOR MORE INFORMATION CONTACT:
Any questions or requests for information in relation to the Offer, including copies of the Tender Offer Memorandum, should be directed to the Tender Agent and the Dealer Managers at the telephone numbers and addresses listed below:
|
DEALER MANAGERS |
|
Lloyds TSB Bank plc 10 Gresham Street London EC2V 7AE Telephone: +44 (0) 20 7158 2020 Attention: Liability Management - Chris White Email: chris.white@lloydsbanking.com The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR Telephone: +44 (0) 20 7085 8056/2338 Attention: Andrew Burton/Ed Jennings Email: liabilitymanagement@rbs.com |
|
TENDER AGENT |
|
Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Telephone: + 44 (0)20 7547 5000 Attention: Trust & Securities Services Email: xchange.offer@db.com |
Bondholders should be aware that the Offer is not being made to, and any offers to tender will not be accepted from, or on behalf of, holders in any jurisdiction in which the making of such Offer would not be in compliance with the laws or regulations of such jurisdictions. In particular, persons located or resident in the Republic of Italy, the United States, Canada, Hong Kong, Japan or New Zealand may not participate in the Offer.
Neither this announcement nor the Tender Offer Memorandum shall constitute the solicitation of a tender or an offer to purchase securities in the Republic of Italy, the United States, Canada, Hong Kong, Japan or New Zealand or in any other jurisdiction where it is unlawful to do so. The Offer is being made by the Offeror only pursuant to a confidential Tender Offer Memorandum and related documentation and only to such persons and in such jurisdictions as is permitted under applicable law.
The distribution of the Tender Offer Memorandum and related documents in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum and related documents come are required by the Offeror to inform themselves about and to observe any such restrictions.
United States
The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Bonds may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each Bondholder participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Republic of Italy
The Offer is not being made, directly or indirectly, in the Republic of Italy (Italy). The Offer and the Tender Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Bondholders are notified that, to the extent they are located or resident in Italy, the Offer is not available to them and they may not tender Bonds in the Offer and, as such, any Tender Instructions received from such persons shall be ineffective and void, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer or the Bonds may be distributed or made available in Italy.
United Kingdom
The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
Belgium
Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the Belgian Public Offer Law), each as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
Republic of France
The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). Neither the Tender Offer Memorandum nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offer. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
General
The Tender Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell Bonds, and tenders of Bonds in the Offer will not be accepted from Bondholders, in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other applicable laws require the Offer to be made by a licensed broker or dealer and either Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by the relevant Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Bondholder participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer". Any tender of Bonds for purchase pursuant to the Offer from a Bondholder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Managers and the Tender Agent reserve the right, in their absolute discretion, to investigate, in relation to any tender of Bonds for purchase pursuant to the Offer, whether any such representation given by a Bondholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.
DISCLAIMER: THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE TENDER OFFER MEMORANDUM. THIS ANNOUNCEMENT AND THE TENDER OFFER MEMORANDUM CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER. ANY INDIVIDUAL OR COMPANY WHOSE BONDS ARE HELD ON ITS BEHALF BY A BROKER, DEALER, BANK, CUSTODIAN, TRUST COMPANY OR OTHER NOMINEE OR INTERMEDIARY MUST CONTACT SUCH ENTITY IF IT WISHES TO TENDER BONDS IN THE OFFER. NONE OF THE DEALER MANAGERS, THE TENDER AGENT OR THE OFFEROR MAKES ANY RECOMMENDATION AS TO WHETHER BONDHOLDERS SHOULD TENDER BONDS IN THE OFFER OR PARTICIPATE IN THE OFFER.
END
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