PFG.L Regulatory News (PFG)

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 AND THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

6 October 2021

PROVIDENT FINANCIAL PLC

announces the indicative results of the tender offer in relation to its

£250,000,000 7.00 per cent. Notes due 2023

Further to its announcement on 29 September 2021, Provident Financial plc (the "Company") hereby announces the indicative results of the invitation to holders of its £250,000,000 7.00 per cent. Notes due 2023 (ISIN: XS1827005411) unconditionally and irrevocably guaranteed by each of Duncton Group Limited, Moneybarn Group Limited, Moneybarn No.1 Limited and Provident Financial Holdings Limited (the "Notes") to tender such Notes for purchase by the Company for cash (the "Offer"). The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 29 September 2021 (the "Tender Offer Memorandum") prepared by the Company.

The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined herewith have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 5 October 2021.

As at the Expiration Deadline, £71,453,000 in aggregate principal amount of Notes had been validly tendered pursuant to the Offer.

The Company intends to announce the aggregate principal amount of Notes to be accepted and any pro-ration factor at or around 5.00 p.m. (London time) on 6 October 2021.

This announcement is released by Provident Financial plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") ("MAR"), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law by virtue of the EUWA, this announcement is made by Charlotte Davies, General Counsel at Provident Financial plc.

DISCLAIMER

The offer period for the Offer has now expired. No further tenders of any Notes may be made pursuant to the Offer. 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. If any Holder is in any doubt as to the contents of this announcement and/or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. The Dealer Managers and the Tender Agent do not accept any responsibility for the accuracy or completeness of the information contained in this announcement or the Tender Offer Memorandum including (without limitation) information concerning the Company or its subsidiaries and affiliates or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of such information.