Update on Offer by NSF plc: Correction
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
02 April 2019
Provident Financial plc ("Provident")
Update on Offer from Non-Standard Finance plc ("NSF") - Correction to second paragraph
The Board of Provident notes the announcement today from NSF regarding its receipt of acceptances in accordance with the Irrevocable Undertakings and Letters of Intent as anticipated in the NSF statement on 22 February 2019.
The Provident Board continues to have very material concerns about the strategic, operational and financial merits of the NSF Offer and is keen to ensure that all of its shareholders have full clarity with respect to the terms and implications of the NSF Offer. The Provident Board notes that the vast majority of shares subject to acceptances of the Offer to date have come from shareholders who also hold shares in NSF and who may therefore have a different perspective as to the merits of the Offer than that of other shareholders. Provident therefore requires a response from NSF on the key questions set out below.
The Provident Board continues to explore all appropriate alternatives to maximise value for all our shareholders and re-confirms that it does not recommend the NSF Offer. The Provident Board strongly advises all Provident Shareholders to take no action in relation to the NSF Offer.
Key questions requiring a response from NSF
Provident requires a response from NSF on the following key questions:
· How does NSF intend to address the potential funding, ratings, balance sheet and earnings impacts from a sale of Moneybarn and still achieve a meaningful capital distribution?
· Who does NSF intend to appoint as the PRA and FCA approved executive in charge of running Vanquis Bank, given that Vanquis Bank will remain the largest business within the combined Group and the most significant earnings driver?
· How does NSF plan to persuade the CMA that the plan to spin off Loans at Home is viable and an adequate remedy? In addition, given that NSF has not yet commenced the CMA's formal review, when does NSF expect to obtain CMA approval of the Offer and its suggested remedy?
· Can NSF provide clarity for our shareholders on how you intend to address the regulatory issues highlighted in the FCA's letter to NSF dated 6 March 2019 and reconcile your plans with the levels of returns outlined in your Offer document?
· We note NSF's comments in its RNS dated 25 March 2019 regarding its guarantor loan businesses. What is the potential impact on the future profitability of this business line in light of recent regulatory statements?
· Based on publicly available information, the Board of Provident has specific concerns regarding certain historical dividend payments and share buybacks made by NSF, as described in the appendix below. Specifically:
o Did intra group transactions in 2016 properly create necessary profits available for distribution to shareholders?
o Was the payment of the October 2018 dividend permissible under the Companies Act 2006 given the need to meet the 'net assets test'?
o Were the distributions made in June 2018 and October 2018 covered by distributable profits of NSF in accordance with the Companies Act 2006?
Provident believes that our shareholders deserve a full written response to each of these points, given that they could have a material impact on future shareholder value.
Appendix
Based on publicly available information, the Board of Provident has specific concerns regarding the historical dividend payments and share buybacks made by NSF as follows:
1. Did intra group transactions in 2016 properly create necessary profits available for distribution to shareholders?
Under the Companies Act 2006, distributions can only be made out of a company's available distributable profits. As at 31 December 2015, while NSF had cash, it does not appear that it could pay dividends because it does not appear to have had distributable profits.
The unaudited interim accounts of NSF for the six months ended 30 June 2016, and the 2016 financial statements of Non-Standard Finance Subsidiary II Limited ("NSF II") and SD Taylor Limited ("SD Taylor"), available at Companies House, appear to show that on 15 June 2016:
- NSF subscribed £11m for shares in NSF II.
- NSF II subscribed £11m for shares in SD Taylor.
- SD Taylor used the £11m cash received from NSF II to pay a dividend to NSF II of an equal amount.
Subsequently NSF II then paid a dividend of £11m to NSF.
The transactions referred to above suggest that the dividend was 'circular' from the perspective of NSF II. If this analysis is correct, this would mean that the £11m received by NSF from NSF II was not distributable in NSF under Tech 2/10, and so the retained deficit, as at 31 December 2015, would not have been cleared.
NSF nonetheless paid a dividend of £0.951m in 2016 (and additional distributions in 2017 and 2018).
A) Please explain how the distribution from NSF II in 2016 allowed NSF to clear its retained deficit?
B) If the deficit was not cleared, please explain how the dividend paid in 2016 and all subsequent dividends and purchases of shares made by NSF were in compliance with the Companies Act 2006?
2. Was the payment of the October 2018 dividend permissible under the Companies Act 2006 given the need to meet the 'net assets test'?
Under the Companies Act 2006, a public company may only make a distribution if the amount of its net assets is not less than the aggregate of its called up share capital and undistributable reserves (the 'net assets test').
NSF paid an interim dividend of £1.872m in October 2018 by reference to the unaudited interim accounts for the seven months ended 31 July 2018.
The NSF unaudited interim accounts for the seven months ended 31 July 2018, available at Companies House, were prepared to support the proposed dividend and appear to show the following:
- An aggregate of called up share capital and undistributable reserves (including 'credits' relating to share-based payment adjustments posted to cost of investments) of £271.175m; and
- Net assets at the same date of £270.791m.
On the basis of this analysis, it appears that rather than having the required surplus, there was in fact a shortfall of £0.384m which would need to have been covered before any dividend could have been paid.
Please explain how the Companies Act 2006 'net assets test' was met in the context of the October 2018 dividend?
3. Were the distributions by NSF made in June 2018 and October 2018 covered by distributable profits?
NSF made total distributions of £6.686m (share purchases of £1.381m and dividends of £5.305m), in reliance on the unaudited interim accounts for the two months ended 28 February 2018. Own share purchases into treasury are required to be made out of distributable profits.
In relation to these distributions, it is unclear how NSF had sufficient distributable profits, as at 28 February 2018.
The NSF accounts for the two months ended 28 February 2018, available at Companies House, were prepared to support the proposed dividend in June 2018 and appear to show the following:
- Cumulative retained profits of £8.273m.
- Cumulative negative reserve of £2.078m in respect of own shares acquired by NSF and held in treasury (which should be taken into account in calculating distributable profits).
- Cumulative reserves relating to share-based payments of £0.406m (of which £0.161m is shown as being capitalised into 'cost of investment in subsidiaries', leaving only a maximum of £0.245m which should be taken into account in calculating distributable profits).
On this basis profits available for distributions would therefore be £6.440m (£8.273m less £2.078m plus £0.245m).
Based on the above analysis, it appears that the dividend in June 2018 exceeded the available distributable profits by £0.246m. This is the case even if the dividend of £11m received by NSF in 2016 was not 'circular'.
NSF paid a dividend of £1.872m in October 2018, in reliance on the unaudited interim accounts prepared at 31 July 2018. Similar calculations suggest that profits available for distribution, based on those accounts, would have been as follows: retained profits of £2.491m plus a maximum of £0.584m in relation to share based payments, less purchases of treasury shares of £3.459m, being in aggregate negative £0.384m and so insufficient to pay the October 2018 dividend.
Please explain how the dividends paid by NSF in June 2018 and October 2018 were in compliance with the Companies Act 2006?
Sources and Bases
Capitalised terms used in this document shall have the same meanings given to them in the response document published by Provident on 23 March 2019.
Unless otherwise stated in this document:
General
1. Financial information concerning NSF has been extracted from: (i) the audited consolidated financial statements of NSF for the years ended 31 December 2016, 2017 and 2018; (ii) the unaudited financial statements of NSF for the period ended 31 December 2015; (iii) the unaudited interim financial statements of NSF for the six months ended 30 June 2016; (iv) the unaudited interim financial statements of NSF for the two months ended 28 February 2018; and (v) the unaudited interim financial statements of NSF for the seven months ended 31 July 2018.
2. Financial information concerning NSF II has been extracted from the audited financial statements of NSF II for the period from incorporation to 31 December 2016.
3. Financial information concerning SD Taylor has been extracted from the audited financial statements of SD Taylor for the year ended 31 December 2016.
Did intra group transactions in 2016 properly create necessary profits available for distribution to shareholders?
4. NSF's subscription of £11m for shares in NSF II for cash has been calculated as 1,000,000 shares issued in June 2016 for a nominal value of £1 and a share premium of £10 per the audited financial statements of NSF II for the period from incorporation to 31 December 2016.
5. NSF II's subscription of £11m for shares in SD Taylor for cash has been calculated as 1,000,000 shares issued in June 2016 for a nominal value of £1 and a share premium of £10, per the audited financial statements of SD Taylor for the year ended 31 December 2016.
Was the payment of the October 2018 dividend permissible under the Companies Act 2006 given the need to meet the 'net assets test'?
6. NSF's interim dividend of £1.872m in October 2018 has been calculated as the dividends stated to be paid as at 31 December 2018 (£7.177m) less the dividends paid at 31 July 2018 (£5.305m), as per the audited consolidated financial statements of NSF for 2018 and the unaudited interim financial statements of NSF for the seven months ended 31 July 2018.
7. NSF's aggregate of called up share capital and undistributable reserves of £271.175m has been calculated as the total of the share capital (£15.852m), share premium (£254.995m) and share based payment adjustment (£0.328m), per the unaudited interim financial statements of NSF for the seven months ended 31 July 2018.
8. The shortfall of £0.384m which would need to have been covered before any dividend could have been paid has been calculated as the aggregate of called up share capital and undistributable reserves of £271.175m less the net assets at 31 July 2018 (£270.791m), per the unaudited financial statements of NSF for the seven months ended 31 July 2018.
Were the distributions by NSF made in June 2018 and October 2018 covered by distributable profits?
9. NSF's total distributions of £6.686m in reliance on the unaudited interim accounts of NSF for the two months ended 28 February 2018, has been calculated as the sum of dividends paid at 31 July 2018 (£5.305m) and the amount for the purchase of own shares at 31 July 2018 (£2.102m) less the amount for the purchase of own shares at 28 February 2018 (£0.721m), each per the unaudited financial statements of NSF for the seven months ended 31 July 2018 and the two months ended 28 February 2018.
10. NSF's share purchases of £1.381m at 28 February 2018, have been calculated as the amount for the purchase of own shares at 31 July 2018 (£2.102m) less the amount for the purchase of own shares at 28 February 2018 (£0.721m), per the unaudited financial statements of NSF for the seven months ended 31 July 2018 and the two months ended 28 February 2018.
11. NSF's cumulative reserves relating to share-based payments of £0.406m has been calculated as the sum of credit for equity-settled share-based payments for 2017 (£0.278m) and the credit for equity-settled share-based payments for the two months to 28 February 2018 (£0.128m), per the audited consolidated financial statements of NSF for 2017 and the unaudited interim financial statements of NSF for the two months ended 28 February 2018.
12. The figure of £0.245m (being the portion of cumulative reserves relating to share-based payments) which should be taken into account in calculating distributable profits has been calculated as the cumulative reserves relating to share-based payments of £0.406m less the share-based payment adjustment (i.e. cost of investment in subsidiaries) (£0.161m), per the audited consolidated financial statements of NSF for 2017 and the unaudited interim financial statements of NSF for the two months ended 28 February 2018.
13. NSF's profits of £6.440m which would be available for distribution on the bases described in section 3 of the Appendix, has been calculated as the cumulative retained profits (£8.273m) less the cumulative negative reserve (£2.078m) plus the £0.245m which should be taken into account when calculating distributable reserves, per the unaudited interim financial statements of NSF for the two months ended 28 February 2018.
14. The statement that the dividend in June 2018 appears to have exceeded the available distributable profits by £0.246m has been calculated as NSF's total distributions (£6.686m) less the profits available for distribution (£6.440m).
15. The statement that the dividend in June 2018 appears to have exceeded the available distributable profits even if the dividend of £11m received by NSF in 2016 was not "circular" is based on the calculation at paragraph 14.
16. The similar calculations suggesting that the profits available for distribution have been calculated as profits available for distribution comprising retained profits at 31 July 2018 (£2.491m) less purchases of treasury shares in 2017 (£1.357m) less purchases of treasury shares in the seven months to 31 July 2018 (£2.102m), plus share based payment charges for 2017 (£0.278m) plus share based payment charges for the period to 31 July 2018 (£0.634) less the amount debited to investment in subsidiaries at 31 July 2018 (£0.328m), a total of negative £0.384m, per the unaudited interim financial statements of NSF for the seven months ended 31 July 2018.
Enquiries
Provident Financial plc, Tel: +44 12 7435 1135
Patrick Snowball, Chairman
Malcolm Le May, Chief Executive Officer
Gary Thompson / Vicki Turner, Investor Relations, Tel: +44 12 7435 1900
Richard King, Media, Tel: +44 20 3620 3073
Barclays (Joint Lead Financial Adviser and Corporate Broker to Provident)
Richard Taylor, Tel: +44 20 7623 2323
Kunal Gandhi
Francesco Ceccato
Derek Shakespeare
J.P. Morgan Cazenove (Joint Lead Financial Adviser and Corporate Broker to Provident)
Ed Byers, Tel: +44 20 7742 4000
Jeremy Capstick
Claire Brooksby
James Robinson
Jefferies (Financial Adviser to Provident)
Graham Davidson, Tel: +44 20 7029 8000
Philip Noblet
Barry O'Brien
Brunswick (PR Adviser to Provident)
Nick Cosgrove, Tel: +44 20 7404 5959
Charles Pretzlik
Simone Selzer
Further Information
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA, is acting exclusively as corporate broker and financial adviser for Provident and no one else and will not be responsible to anyone other than Provident for providing the protections afforded to clients of Barclays nor for providing advice in relation to any matter referred to in this announcement.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom. J.P. Morgan Cazenove is acting exclusively as corporate broker and financial adviser to Provident and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Provident for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, is acting for Provident and no one else in connection with the matters set out in this announcement. In connection with such matters, Jefferies will not regard any other person as their client, and will not be responsible to anyone other than Provident for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.
Forward looking statements
This announcement may contain certain "forward looking statements" regarding the financial position, business strategy or plans for future operations of Provident. All statements other than statements of historical fact included in this document may be forward looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond Provident's ability to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this document. Provident does not assume any obligation to, and does not intend to, revise or update these forward looking statements, except as required pursuant to applicable law or regulation.
Important Notices
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Provident website at www.Providentfinancial.com by no later than 12 noon (London time) on the business day following this announcement. For the avoidance of doubt, the content of this website is not incorporated by reference into, and does not form part of, this announcement.
This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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