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NSF’s continued failure to respond to key questions on the Offer

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

 

01 May 2019

 

Provident (“Provident”)

NSF’s continued failure to respond to key questions on the Offer

 

The Provident Board notes the announcement from NSF on 29 April, which it believes falls far short of providing satisfactory responses to shareholders and yet again demonstrates a disregard for Provident shareholder value. NSF’s announcement does nothing to allay the Provident Board’s significant concerns around the strategic, operational and financial merits of the Offer. The Board continues to believe that the Offer undervalues Provident and that NSF’s plans for the business could also result in material value destruction for Provident Shareholders.  In addition, the Board continues to question the suitability and competence of the NSF management team, which has overseen unlawful distributions, to run Provident’s much larger, more complex and dual-regulated business, in particular Vanquis Bank.

The Provident Board would like to draw the attention of Provident Shareholders to the following highly concerning elements of NSF’s latest announcement:

  1. NSF’s revised timetable leaves Provident Shareholders exposed to a potential blind and uncosted remedy from the Competition and Markets Authority (“CMA”)

The Provident Board notes that NSF has elected to set 15 May 2019 as the revised closing date of the Offer and the last date on which the Offer can be declared unconditional as to acceptances. NSF has still not managed to commence the formal CMA review of the Offer and consequently cannot expect a decision by the CMA for at least a further two months. The freeze of the Takeover Code timetable announced by the Panel on 15 April 2019 allowed NSF to declare its Offer unconditional as to acceptances after the Phase 1 decision, which would have given Provident Shareholders the opportunity to make a fully informed decision about whether to accept the Offer.  NSF has instead stated its intention for the Offer to be declared wholly unconditional by 5 June 2019, and in order to achieve this, the Provident Board believes NSF would need to waive the CMA condition without knowing if or with what remedies the combination would be approved. Provident Shareholders will therefore be denied the opportunity to make a fully informed assessment of the Offer and as previously announced there are potential serious consequences which Provident Shareholders should be aware of:

i. if the Offer were completed without CMA approval, the Provident and NSF groups would be required to be held separate under independent management for a potentially prolonged period under the CMA's Initial Enforcement Order (IEO) of 22 February 2019. In that time, while the two groups are operated separately, shareholders would not receive any synergy benefits supposedly offered by the acquisition;

ii. there is the additional and very real risk that the CMA will not find the proposed remedy adequate and consequently refer the combination of Provident and NSF to a Phase 2 review by the CMA lasting six months or more and ultimately if not approved by the CMA the risk that the combination would have to be unwound, incurring further value destruction for Provident Shareholders; and

iii. the costs and destruction of value arising from the businesses being held separate and the combination potentially unwound would be borne in largest part by Provident Shareholders, given that they would together hold some 88 per cent. of the issued share capital of the Enlarged Group.

  1. NSF has not provided satisfactory answers to Provident’s questions in relation to its Offer

The responses from NSF to Provident’s questions in relation to its Offer are inadequate and come a full 27 days after these questions were first put forward on 2 April 2019, which suggests either that the NSF management team does not have sufficient answers, or that it is unwilling to provide them with sufficient detail such that Provident Shareholders can make a fully informed and considered assessment of the Offer.  Given the inadequacy of its response to these straightforward questions, NSF is not addressing the needs of those Provident Shareholders who, holding some 49 per cent. of Provident’s shares, have not assented their shares to the Offer.

In response to the specific points raised within NSF’s announcement:

  • NSF has yet again failed to provide a sufficient explanation as to the viability of Loans at Home as a standalone business and the potentially material cost to Provident Shareholders of establishing Loans at Home at the outset with a robust capital and funding position as a demerged entity, given that NSF claims it will be listed debt free on the London Stock Exchange. Provident further has concerns about the current carrying value of Loans at Home in the NSF balance sheet, and the Provident Board does not see why Provident Shareholders should bear the cost of any write down;
  • NSF has further qualified its claims that a disposal of Moneybarn may generate proceeds for a meaningful capital distribution;
  • NSF continues to be committed to a closure or sale of Satsuma, but has not articulated any detail around its own digital strategy. The Provident Board considers digital to be at the heart of the future development of the non-standard lending market and therefore integral to the future strategy of Provident.  Moreover, the costs of any closure or sale have not been detailed by NSF;
  • NSF has still not provided clarity about its intended executive management team for Vanquis Bank, which, as Provident’s largest asset with 1.8 million customers, is a critical driver of future value. It is also a PRA and FCA regulated bank – a distinct regulatory structure with which the NSF management has limited experience; and
  • NSF’s statements around its approach to addressing the regulatory issues highlighted in the FCA letter dated 6 March 2019 and the impact of recent regulatory statements on the future profitability of NSF’s guarantor loans business appear to be superficial at best. The Provident Board believes that shareholders should be cautious around the economic performance of the guarantor loans product going forward and therefore the value of the guarantor loans businesses within NSF.
  1. Offer undervalues Provident
  • Based on the terms of the Offer of 8.88 NSF shares for each Provident Share (with both NSF and Provident’s share prices adjusted for their respective announced dividends), the implied value per Provident Share is 453 pence, a 13.1 per cent. discount to Provident’s closing price as at 30 April 2019;
  • The NSF shares have declined by 8.0 per cent. since the announcement of the Offer on 22 February 2019; and
  • The most recent closing price for NSF’s shares prior to this announcement was 53 pence, a 47.0 per cent. discount to the NSF IPO price. 
  1. NSF’s unlawful dividend payments and share buy-backs since the NSF IPO

Provident notes that NSF has dedicated a significant proportion of its AGM notice to rectify historic unlawful dividend payments and share buy-backs, which demonstrated a failure in NSF’s governance practices as a listed company. For further information on this, please see the RNS issued today called “NSF seeks to rectify its unlawful shareholder distributions and share buy-backs”.

NSF’s announcement on 29 April 2019 has done nothing to change the Provident Board’s view that the Offer has material strategic, operational and financial flaws and NSF’s future plans are fraught with execution risk.  The Provident Board re-confirms that it does not recommend the Offer and strongly advises all Provident Shareholders to take no action. 

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the response document published on 23 March 2019.

Bases and Sources

Unless otherwise stated:

  1. The implied value per Provident share of 453 pence is calculated using the NSF Closing Price on 30 April 2019 of 53.0 pence, less the NSF declared final dividend of 2.0 pence in respect of the year ended 31 December 2018 which Provident Shareholders would not receive under the terms of the Offer, multiplied by 8.88, which is the exchange ratio of new NSF Shares for each Provident Share stated in the NSF Offer Document.
  2. The assertion that the implied value per Provident share of 453 pence is a 13.1 per cent. discount to the latest Provident Closing Price is calculated by reference to the Provident Closing Price on 30 April 2019 (being the last Business Day prior to the date of this announcement) of 531.0 pence less the Provident declared final dividend of 10.0 pence in respect of the year ended 31 December 2018.
  3. The assertion that NSF shares have declined 8.0 per cent. since the announcement of the Offer on 22 February 2019 is by reference to the NSF Closing Price on (i) 30 April 2019 (being the last Business Day prior to the date of this announcement) of 53.0 pence and (ii) 21 February 2019 (being the last Business Day prior to the announcement of the Offer) of 57.6 pence.
  4. The assertion that NSF’s most recent Closing Price prior to this announcement of 53.0 pence was a 47.0 per cent. discount to the IPO price is by reference to the Closing Price on 30 April 2019 (being the last Business Day prior to the date of this announcement) and the IPO Placing Price of 100 pence.

Enquiries  

Provident, 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 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.

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