6 Mar 2019 07:00
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
Provident Financial plc
Update on recent group-wide developments and further clarifications regarding the unsolicited offer (the "Offer") by Non-Standard Finance plc ("NSF") for Provident Financial plc
As stated on 25 February 2019, the Board of Provident Financial plc, ("Provident", the "Company" or, with its subsidiaries, the "Group") continues to believe strongly that the Offer is not in the best interests of Provident's shareholders and should be firmly rejected. The Board believes it has a clear plan to maximise value for all Provident shareholders by executing its strategy to deliver growth and attractive returns through its complementary, synergistic and industry leading businesses. As well as undervaluing the Group and its prospects, the Offer presents significant operational and execution risks due to the changing regulatory environment, NSF's track record of value destruction and NSF's limited experience across the full breadth of Provident's businesses. In addition, the Offer has major strategic flaws and appears to be based upon a misguided view that the regulatory approach to Provident would be different if the Group was owned by NSF. The Board is committed to maximising value for all Provident shareholders and will explore all appropriate alternatives to achieve that objective.
Summary
Provident announces the following recent developments ahead of its preliminary results for the year, which will be announced on 13 March 2019.
1. The Board believes that Provident has substantially resolved all material outstanding regulatory issues with the FCA and has completed the search for a new Managing Director and a new Chairman for Vanquis
· Vanquis Bank: Repayment Option Plan ("ROP") refund programme over 99% implemented within the previously announced financial provision for refunds and balance reductions and agreed timetable with the FCA;
· Moneybarn: Significant progress with the FCA on the redress to be paid to resolve the issues arising from the investigation into affordability, forbearance and termination options achieved within the previously announced financial provisions;
· CCD: Agreement by the FCA to the implementation of enhanced performance management of our Customer Experience Managers ("CEMs") and the reintroduction of an element of performance related variable pay which is a key tool as part of the plan to return the business to run-rate profitability, and further actions to reduce the cost base; and
· Vanquis Bank: Agreement to appoint a Managing Director to join our team in April and we expect to announce the appointment of a new Chairman shortly, both with significant relevant retail banking and consumer finance experience, subject to regulatory approvals.
2. The Group has a clear strategy to deliver attractive and sustainable shareholder returns
· Having stabilised the Group during 2018, the management team is in the process of developing and implementing a number of planned growth and efficiency initiatives across each of the Group's divisions. The Board believes these, in combination with the Group's strong sector-leading positions in each of its businesses, will further underpin the Group's ability to deliver attractive and sustainable shareholder returns; and
· The Board is also committed to continuing to evolve the Group's digital proposition, while remaining at the forefront of regulatory compliance.
3. We believe that NSF's unsolicited Offer for Provident has significant flaws and would have long-lasting detrimental consequences for the Group's shareholders and customers
· The Group's largest single business, Vanquis, is a regulated bank. The Board believes that NSF's management has limited banking and credit card experience;
· The Board believes that the sale of Moneybarn is strategically and financially flawed. Firstly, it would significantly impact the dividend trajectory for the Group, is unlikely to result in any meaningful one-off capital return to shareholders, and at this point in the economic cycle is not value maximising for shareholders. Secondly, the Board is also of the view that the proposed sale of Moneybarn fails to recognise the strong financial performance of the business and its synergistic benefits with Vanquis. Thirdly, the Board believes a sale would have negative consequences for the Group's funding profile, and that NSF has failed to take into account the significance of Moneybarn's role as an important guarantor to the Group's funding facilities and bonds; and
· The Board believes the existing CCD management has successfully stabilised the business and is better positioned to lead the business going forward than NSF, which has not been running under the same operating and regulatory model.
4. NSF has an acquisition history of value destruction and its Offer presents significant risk
· NSF's share price has fallen on average 20% since its acquisitions and its share price has fallen 30% since it announced the issuance of new shares to acquire Everyday Loans;
· The execution risk of a hostile offer of this size and scale is significantly greater than any transaction NSF has undertaken to date; and
· Consequently the nil premium Offer, entirely in NSF shares, presents significant value risk to all Provident shareholders.
Further Detail
1. The Board believes that Provident has substantially resolved all material outstanding regulatory issues with the FCA and it has completed the search for a new Managing Director and a new Chairman for Vanquis
The Group has made further progress with a number of important items which management has previously highlighted. These developments further strengthen the Board's confidence in the overall resilience and business prospects of the Group, including its ability to deliver attractive and sustainable shareholder returns.
Vanquis Bank
· As previewed in Provident's trading update dated 15 January 2019, Vanquis Bank has now implemented over 99% of its ROP refund programme within the financial provision for refunds and balance reductions taken in February 2018 and within the agreed timetable with the FCA. There has been no material increase in the level of complaints arising in relation to ROP more generally following the announcement of the settlement. Discussions with the FCA are commencing for an enhancement to the ROP product and a return to new sales. We expect to provide further updates during the course of 2019;
· We are pleased to announce that we have reached agreement with a highly experienced banking executive to be appointed, subject to regulatory approvals, to the role of Managing Director, Vanquis Bank. The appointee will join our team in April. This follows an extensive search process led by the Board over recent months. In making this decision, the Board has applied careful consideration to relevant leadership experience in the banking sector, given that Vanquis Bank represents the largest asset in the Group and is a key differentiator from most of our competitors (including NSF) who are not authorised to accept retail deposit funding and are not regulated by the PRA; and
· We are also pleased to confirm that we expect to announce shortly a new Chairman of Vanquis Bank Limited, subject to regulatory approval, who will also join the Group Board and brings significant relevant experience.
Moneybarn
· The FCA has completed the information gathering phase of its investigation into affordability, forbearance and termination options at Moneybarn. We have made significant progress with the FCA in reaching an agreed resolution to the investigation and are working towards concluding the matter in the coming weeks. The combined cost of the agreement reached with the FCA is expected to be within the scope of previously made financial provisions. The FCA will be issuing its final notice in respect of the investigation in due course. This demonstrates the effectiveness of our remediation process and the constructive relationship management has established with the regulator; and
· Moneybarn continues to be a key pillar of earnings delivery, growth and diversification for the Group, as well as a critical factor in the Group's credit rating and funding strength; we look forward to providing a further update on progress on Moneybarn with the preliminary results.
CCD
· Following full authorisation of our Consumer Credit Division ("CCD") by the FCA on 9 November 2018, we are delighted to announce that the FCA has agreed to the implementation of enhanced performance management of our CEMs based on a balanced scorecard and to the introduction of an element of variable performance-related pay. This is a key tool to enable Provident to manage its workforce dynamically as part of its plan to return the business to run-rate profitability; and
· Further actions to align the cost base with the reduced size of the business and improve run-rate profitability continue. We have implemented a voluntary redundancy programme, which is expected to reduce headcount by approximately 200 in CCD's central support functions. This is part of the approximately 1,000 headcount reduction already achieved in the past 12 months.
2. The Group has a clear strategy to deliver attractive and sustainable shareholder returns
Provident is a leading provider of credit products which provide financial inclusion for the 10 to 12 million consumers who are not well served by mainstream lenders. As a leader in credit cards, home credit and motor finance for this industry segment and with a strong trajectory in digitally originated and delivered instalment loans, the Group has strong growth potential and attractive product line diversification. Given our breadth of customer base and product offering and through our core capabilities of credit, collections, distribution, data and analytics, the Board believes the Group is very well positioned to deliver attractive and sustainable shareholder returns and further strengthen our sector-leading positions through greater capture of the commercial and financial synergies that exist between our businesses. Continuing to develop our digital capability will be central to maintaining our sector-leading positions and will also allow enhanced management of the customer journey and greater collaboration across divisions.
The delivery of the Group's strategy is supported by a financial model that is based on investing in capital generative businesses offering an attractive return, and which aligns the dividend policy with a strong capital base and future growth plans.
Having stabilised the Group during 2018, the Board believes it has now substantially resolved all material outstanding regulatory issues with the FCA. The Board is confident in the strategic direction for the Group, anchored in both the opportunities presented by Vanquis and the ability of the other divisions to work more closely with Vanquis going forward. The management team is in the process of developing and implementing a number of planned growth and efficiency initiatives which the Board believes will have benefits both for customers in terms of improved experience and for shareholders in terms of delivering attractive and sustainable returns.
Examples of existing and planned growth and efficiency initiatives underpinning the current strategy include:
Vanquis
· Enhancements to the bank's "low and grow" strategy of credit line increases, utilising improved decision science and open banking;
· Increased penetration within Vanquis' existing risk appetite, through improved targeting of "thin file" customers, building ongoing relationships with declined customers ("financial fitness") and increased penetration in the near prime segments through expansion of distribution;
· Further development of the app, now with over 1 million customers, to improve customer experience and the ability to self-serve;
· Development of further partnerships, including new affiliate and co-brand relationships; and
· Development and marketing of Vanquis cards to the Moneybarn customer base.
Moneybarn
· Introduction of a re-solicitation programme to retain high quality customers who currently settle early and move to other lenders;
· Expansion of relationships with lead generators and quotation site partners such as ClearScore, leveraging use of Moneybarn's quotation search and digital onboarding capabilities;
· Introduction and development of new asset classes that resonate with Provident's target customer base, such as light commercial vehicles, motorbikes and touring caravans; and
· Use of the Vanquis digital app to offer bespoke Moneybarn products to existing Vanquis customers.
CCD
· Planned introduction of a significant enhancement to the Home Credit proposition, Provident Direct, which will leverage the strength of distribution and upfront underwriting capabilities of CCD with the digital collection process of Satsuma; and
· Launch of a personal loans pilot product under the Satsuma brand, utilising existing distribution, expanding the addressable market and leveraging the Satsuma platform.
· These existing product initiatives have been developed following discussions with the FCA.
Group
· Development of the Group's data strategy to optimise credit decision making, prospecting and marketing; and
· Expansion of group-wide collaboration activities, building on progress in areas such as digital marketing, customer experience, scorecards and collections, in order to improve capabilities, performance and costs.
The Board believes that the combination of these initiatives with the existing strong sector-leading positions of Provident's businesses will deliver attractive shareholder returns over time.
3. NSF's hostile Offer for Provident has significant flaws and would have long-lasting detrimental consequences for the Group's shareholders and customers
As previously set out in its announcement dated 25 February 2019, the Board considers that NSF's hostile Offer represents an irresponsible approach in the context of a financially regulated business which is recovering from a period of substantial instability. The Board continues to believe that this Offer could have a negative and destabilising impact on Provident's stakeholders, including its customers, for a considerable period of time. The Board believes that the Offer risks being value destructive, that it does not take into account the significant operational progress made by the management team, and makes the following additional observations:
Regulation and NSF's limited banking and credit card experience
· NSF's management asserts that its proposal will "bring best-in-class regulatory practices and relationships to each of Provident's businesses as part of the Enlarged NSF Group, restoring the confidence of regulators in both Provident and Vanquis as part of the Enlarged NSF Group";
· It is inappropriate for NSF to have speculated on the nature of Provident's relationship with its regulators. The significant progress the Group has made in relation to all material legacy regulatory issues with the FCA over the last 12 months is testament to the significant operational and regulatory improvements in the Group. It is also evidence of the constructive and collaborative working relationship which the current executive team has established with our regulators. It is apparent from Provident's discussions with its regulators that the operating and conduct standards implemented by CCD, working with the FCA during this period, represent the new benchmark for the industry and will remain in place irrespective of the management team;
· The regulatory regime for dual-regulated firms such as Provident is materially different from, and imposes more exacting standards than, that of smaller non-bank financial institutions ("NBFIs"), such as NSF, which are accountable to a single regulator. The Board believes that NSF's assertion demonstrates its lack of understanding of a joint PRA and FCA regulatory framework which NSF has neither implemented nor experienced; and
The Board believes that NSF unquantified assertions regarding excess capital distribution and funding synergies evidence the limited relevant regulatory and operational experience within its executive management team. The Board also believes they demonstrate their lack of understanding of the rules pertaining to regulatory capital and depositors' protection for a UK-regulated banking group, which differ greatly from that of an NBFI such as NSF.
The proposal to sell Moneybarn demonstrates a lack of understanding of the Provident Group
As previously stated, the Board does not believe that the sale of Moneybarn at this point in the economic cycle would maximise value for shareholders. The Board believes that the proposed sale fails to recognise the strong financial performance of Moneybarn and its synergistic benefits with Vanquis. The Board believes that the proposed sale would have negative consequences for the Group's funding profile, could put significant pressure on the Group's investment grade credit rating, and that NSF has failed to take into account the significance of Moneybarn as an important guarantor to the Group's funding facilities and bonds:
· Since the Group's funding facilities and bonds currently have direct recourse to the key trading entities within Moneybarn and CCD and given the ring-fenced nature of Vanquis Bank, a sale of Moneybarn could result in significant refinancing risk for the remaining Provident Group, significant redemption or liability management costs, new debt origination fees and, in the event of a credit ratings downgrade, a considerable increase in the cost of funds which would reduce the profitability of the Group;
· In addition, the sale of Moneybarn would weaken the existing pension scheme covenant in a similar manner to the weakening of the covenant under the funding facilities and bonds. The Group's pension trustees may therefore be concerned to ensure that the Pension Fund is not detrimented, given the loss of earnings contribution of Moneybarn, which would only be partially offset by the earnings contribution of NSF under NSF's Offer;
· The Board therefore believes that the sale of Moneybarn would not only significantly impact the dividend trajectory for the group, but is also unlikely to result in any meaningful one-off capital return to shareholders.
Viability of Loans at Home as a standalone listed company
· In its previous announcement, the Board highlighted the NSF management team's failure to deliver an attractive share price performance to date. The Board would also like to highlight the weak financial performance of the Loans at Home business under NSF's control;
o Since Loans at Home's acquisition in 2015, there has been a significant deterioration in profitability with Profit Before Tax ("PBT") having reduced from c.£8 million per annum in the three years leading up to the acquisition to less than £2 million per annum in each of the two calendar years that followed the acquisition;
· NSF proposes to demerge the Loans at Home business, which, having taken advice, the Board believes would result in a subscale listed company, highly unlikely to maximise value in a public markets context. NSF proposed that the management team of its Loans at Home business would take over management of CCD, but has not explained who would execute the demerger and manage the standalone Loans at Home business; and
· The Board has significant concerns regarding the ability of Loans at Home to operate on a sustainable basis as an independent standalone company and believes this represents significant execution and shareholder value risk, and is potentially detrimental to customer choice. As a result, the Board doubts the value proposition for shareholders of a proposed demerger of Loans at Home and the adequacy of the proposed demerger to address competition and CMA concerns.
4. NSF's history of acquisitions has been value destructive and its Offer presents significant risk
Given that Provident shareholders would receive NSF shares in the all share Offer, the Board believes its shareholders should be aware of NSF's acquisition history:
NSF has no experience in transactions of this size and scale
Since its IPO on 19 February 2015, NSF has made small acquisitions:
· George Banco announced on 3 August 2017 for £53.5 million;
· Everyday Loans and Trust Two announced on 4 December 2015 for £235 million; and
· Loans at Home announced on 7 July 2015 for £82.5 million.
Provident Group is an entirely different magnitude: its market capitalisation is nearly 8 times the size of NSF and its balance sheet, in terms of total assets, is 6 times the size of NSF's balance sheet as of June 2018.
The Board believes the size, scale and resulting execution risk associated with the proposed acquisition of Provident is significantly greater than any acquisition NSF has undertaken to date.
Value Destruction from precedent transactions
NSF's acquisitions have not resulted in the creation of shareholder value:
· since the acquisition of George Banco, its share price has fallen 8%;
· since the acquisition of Everyday Loans and Trust Two, its share price has fallen 12%; and
· since the acquisition of Loans at home, its share price has fallen 41%.
The acquisition of Everyday Loans was financed with £160 million of equity with 188.2 million new shares issued at 85p per share on 13 April 2016. NSF most recent share price of 61p as of 5 March 2019 reflects value destruction of 28% per share.
The Board believes NSF's acquisition track record is one of significant value destruction.
NSF's Offer has been made on a hostile basis where its corporate restructuring and integration plans have been developed entirely in isolation. The Board therefore believes the NSF Offer represents a significant level of execution, integration, and consequent shareholder value risk, given its hostile nature and NSF's acquisition history.
The Board continues to urge shareholders to take no action with respect of the NSF Offer, and re-iterates its commitment to maximise value for all Provident shareholders. Provident confirms that it is exploring all appropriate alternatives to achieve that objective.
Provident will announce full year results on Wednesday 13 March 2019 and intends to engage further with its shareholders both prior to and following that announcement.
Malcolm Le May, Chief Executive Officer of Provident said:
"Today's announcement illustrates how we have put the company's legacy issues behind us and strengthened our relationship with our customers, regulators and other stakeholders. This, together with the considerable momentum we have in Provident's outstanding portfolio of complementary businesses, gives us confidence that our shareholders can expect continued focus on improving our performance and returns. We look forward to updating the market on the progress made in 2018 in more detail at our upcoming results."
Patrick Snowball, Chairman of Provident said:
"As stated on 25 February, the Board believes strongly that the Offer made by NSF is not in the interests of all shareholders. Its Offer undervalues Provident, has major strategic flaws, contains a number of misguided assumptions about the Provident business and includes future plans which we consider to be fraught with execution risk and which, as NSF themselves state, are subject to a post-completion review.
The existing management team has stabilised the business in a very turbulent period over the past 18 months, which has required addressing managerial mistakes of the past, and now has a clear strategy for delivering attractive returns to shareholders. Now is not the time to be distracted from delivering on the potential of the Group for all of our shareholders by an unattractive offer, which reveals a lack of commercial logic and regulatory understanding and would have significant execution risk."
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'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 and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, 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 Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority 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, nor 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.
Important Notices
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Provident website at www.providentfinancial.com 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.
APPENDIX
BASES AND SOURCES
In this announcement:
o The average percentage decrease in NSF's share price since its acquisitions is calculated as a simple average of the percentage decrease in share price since the completion date of each of NSF's three acquisitions. This is calculated by reference to the Closing Prices on (i) 5 March 2019 of £0.61, (ii) 4 August 2015 (being the completion date of the acquisition of Loans at Home) of £1.04, (iii) 13 April 2016 (being the completion date of the acquisition of Everyday Loans which also encompassed Trust Two) of £0.69, and (iv) 17 August 2017 (being the completion date of the acquisition of George Banco) of £0.66
o The fall in share price since the acquisition of Everyday Loans is calculated by reference to the Closing Price on 5 March 2019 of £0.61 and the Closing Price on 4 December 2015 (being the announcement date of the share issuance in relation to Everyday Loans) of £0.87
o "Closing Price" refers to the closing price of a Provident ordinary share or an NSF ordinary share (as applicable), as derived from FactSet on any particular date
o The reference to the PBT of Loans at Home of c.£8 million per annum in the three years before the acquisition on 4 August 2015 is calculated as the simple average of the 2012 PBT (of £7.9 million), 2013 PBT (of £7.8 million) and the 2014 PBT (£8.4 million), as per the NSF prospectus dated 7 December 2015
o The assertion that the PBT of Loans at Home was less than £2 million per annum in the two calendar years following the acquisition in July 2015 is driven by the calculation of the simple average of the 2016 PBT (of £1.1 million) and 2017 PBT (of £1.3 million), as per the respective NSF annual reports and accounts for the financial years ended 31 December 2016 and 31 December 2017
o The date of the IPO of NSF is considered to be the date of admission and commencement of dealings in ordinary shares of NSF (19 February 2015)
o The acquisition of George Banco for £53.5 million was announced on 3 August 2017 via RNS
o The acquisition of Everyday Loans and Trust Two for £235 million was announced on 4 December 2015 via RNS
o The acquisition of Loans at Home for £82.5 million was announced on 7 July 2015 via RNS
o The statement that Provident's market capitalisation is nearly 8 times the size of NSF's market capitalisation is by reference to the market capitalisation of Provident as at 5 March 2019 (as calculated by multiplying the Closing Price on 5 March 2019 of £6.00 by the number of shares outstanding of 253,284,814) and to the market capitalisation of NSF as at 5 March 2019 (as calculated by multiplying the Closing Price of £0.61 as of 5 March 2019 by the number of shares outstanding of 312,049,682)
o The statement that Provident's balance sheet is 6 times the size of NSF's balance sheet is by reference to Provident and NSF's total assets as of 30 June 2018
o The assertion that the NSF share price has fallen 8% since the acquisition of George Banco is by reference to the Closing Price on 5 March 2019 of £0.61 and the Closing Price on 17 August 2017 (being the completion date of the acquisition of George Banco) of £0.66
o The assertion that the NSF share price has fallen 12% since the acquisition of Everyday Loans and Trust Two is by reference to the Closing Price on 5 March 2019 of £0.61 and the Closing Price on 13 April 2016 (being the completion date of the acquisition of Everyday Loans and Trust Two) of £0.69
o The assertion that the NSF share price has fallen 41% since the acquisition of Loans at Home is by reference to the Closing Price on 5 March 2019 of £0.61 and the Closing Price on 4 August 2015 (being the completion date of the acquisition of Loans at Home) of £1.04
o The equity financing of £160 million for the acquisition of Loans at Home is arrived at by multiplying the offer price per share of £0.85 by the 188,235,825 new ordinary shares issued, as published on 13 April 2016 via RNS
o The value destruction of NSF of 28% since the acquisition of Everyday Loans is calculated by reference to the Closing Price on 5 March 2019 of £0.61 and by reference to the offer price per share for each new ordinary share of £0.85, as part of the capital raising associated with the acquisition of Everyday Loans announced on 13 April 2016 via RNS