NSF.L Regulatory News (NSF)

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

10 May 2019

Provident Financial plc ("Provident")

Clarification - Schroders' support against Non-Standard Finance plc's ("NSF") nil-premium unsolicited Offer for Provident and 96 per cent. of shares held by Independent Shareholders have not been assented to the Offer

· Further to the public confirmation provided by Schroders on Tuesday 7 May 2019 that it will not be accepting NSF's unsolicited Offer in respect of its 14.6 per cent. shareholding in Provident, Provident continues to actively engage with its shareholders and urges them to follow Schroders' lead and reject NSF's flawed and value destructive Offer.

· Provident and its advisers have collectively met with shareholders representing approximately 35 per cent. of Provident Shares since Tuesday, and the Board continues to urge all shareholders to take no action and not accept this opportunistic and value destructive Offer.

· In addition, Provident notes that as per the latest acceptance report received from NSF as at 3:30pm on 7 May 2019, 96 per cent. of shares held by Independent Shareholders have not been assented to the NSF Offer.

· Some eleven weeks since the launch of its unsolicited, nil-premium Offer, NSF has only been able to secure approximately 2 per cent. incremental acceptances from Provident Shareholders beyond those committed at the time of launch.

· The Provident Board believes that this is a clear signal that the Offer has significant flaws, would be value destructive and is not in the best interests of Independent Shareholders.

· Despite making representations that they had been in dialogue with the CMA for several weeks prior to announcement of its Offer, as of 9 May 2019, NSF has still not commenced the formal CMA Phase 1 review of its Offer, which could take a further three months. This continues to highlight the serious competition problems the Offer presents and, accordingly, the Provident Board strongly believes the risks associated with the CMA process and outcome should not be borne by Provident Shareholders.

The Provident Board strongly urges its shareholders to take no action in relation to the NSF Offer.

"Shares held by Independent Shareholders" means the Provident Shares other than those held by Woodford Investment Management Limited, Invesco Asset Management Limited and Marathon Asset Management LLP for which they provided irrevocable undertakings and letters of intent to accept the Offer as at 29 April 2019 and Independent Shareholders shall be construed accordingly.

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.

Enquiries

Provident, Tel: +44 12 7435 1135Patrick Snowball, Chairman Malcolm Le May, Chief Executive OfficerGary Thompson / Vicki Turner, Investor Relations, Tel: +44 12 7435 1900Richard 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 8000Philip NobletBarry O'BrienBrunswick (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.

Bases and Sources

Unless otherwise stated, as at 9 May 2019:

· The total issued share capital of Provident is 253,378,601, as at 30 April 2019

· The total shares provided under irrevocables and letters of intent in aggregate by Woodford Investment Management Limited, Invesco Asset Management Limited and Marathon Asset Management LLP is 125,097,841 as at 29 April 2019

· The total shares provided under irrevocables and letters of intent in aggregate by Woodford Investment Management Limited, Invesco Asset Management Limited and Marathon Asset Management LLP was 126,657,853 as at 22 February 2019

· The total aggregated shares held by Independent Shareholders is 128,280,760, such figure being calculated by deducting the aggregate shares provided under irrevocables and letters of intent by Woodford Investment Management Limited, Invesco Asset Management Limited and Marathon Asset Management LLP as at 29 April 2019 from the total issued share capital of Provident

· As per the acceptance report provided to Provident by NSF on 9 May 2019, such report being as at 3:30pm on 7 May 2019, NSF had received valid acceptances for the Offer in respect of 130,306,338 Provident Shares representing 51 per cent. of the total issued share capital of Provident

· The number of shares therefore assented to the Offer by Independent Shareholders is 5,208,497, such figure being calculated by deducting the shares provided under irrevocables and letters of intent by Woodford Investment Management Limited, Invesco Asset Management Limited and Marathon Asset Management LLP as at 29 April 2019 from the valid acceptances received

· The assertion that 96 per cent. of shares held by Independent Shareholders have not been assented to the Offer is by reference to (i) the total aggregated shares held by Independent Shareholders of 128,280,760 and (ii) the number of shares assented to the Offer by Independent Shareholders of 5,208,497

· The assertion that NSF has only been able to secure approximately 2 per cent. incremental acceptances from Provident Shareholders beyond those committed at time of launch is by reference to (i) total irrevocables and letters of intent committed by Woodford Investment Management Limited, Invesco Asset Management Limited and Marathon Asset Management LLP as at 29 April 2019 of 125,097,841, and (ii) the total issued share capital of Provident at 30 April 2019 of 253,378,601