REG - Non-Standard Finance - Acquisition of Everyday Loans for £235 million <Origin Href="QuoteRef">NSF.L</Origin> - Part 4

Non-Standard FinanceAnnouncement

04/12/2015 07:11

- Part 4: For the preceding part double click  ID:nRSD0022Ic 

Company and Peel Hunt is
acting as lead manager and agent of the Company in connection with the Placing. 
 
2.         The Banks are arranging the Placing severally (and not jointly nor jointly and severally) in their respective
capacities and as agents of the Company. Participation in the Placing will only be available to persons who are Relevant
Persons and who may lawfully be, and are, invited to participate by either of the Banks. Each of the Banks and their
respective affiliates are entitled to enter bids as principal in the Bookbuild. 
 
3.         The Bookbuild for the placing will be carried out by J.P. Morgan Cazenove and Peel Hunt. The Bookbuild will open
with immediate effect. 
 
4.         To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at one
of the Banks. Each bid should state the number of New Ordinary Shares which the prospective Placee wishes to subscribe for
at the Offer Price. Bids may be scaled down by the Banks on the basis referred to in paragraph 8 below. 
 
5.         A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix, the Placing
Letter and the Placing Proof, will be legally binding on the Placee on behalf of which it is made and, except with the J.P.
Morgan Cazenove's consent, will not be capable of variation or revocation after the time at which it is submitted. Each
Placee will also have an immediate, separate, irrevocable and legally binding obligation owed to the Banks, as agents for
the Company, to pay the relevant Bank (or as they may direct) in cleared funds an amount equal to the product of the Offer
Price and the number of New Ordinary Shares that such Placee has agreed to subscribe for (subject to clawback to satisfy
valid applications by Qualifying Shareholders under the Open Offer) on the basis explained below under "Placing Procedure"
and in the Placing Letter. Each Placee's obligations will be owed to the Banks. 
 
6.        The Bookbuild is expected to close no later than 4.00pm (London time) on 4 December 2015 but may be closed
earlier or later, at the discretion of the Banks and the Company. The Banks may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed. 
 
7.         Each prospective Placee's allocation will be determined by J.P. Morgan Cazenove (in consultation with the
Company and Peel Hunt) and will be confirmed to Placees orally by the relevant Bank following the close of the Bookbuild,
and the Placing Letter will be dispatched as soon as possible thereafter. The relevant Bank's oral confirmation to such
Placee will constitute an irrevocable and legally binding commitment upon such person (who will at that point become a
Placee) in favour of such Bank and the Company, to subscribe for the number of New Ordinary Shares allocated to it (subject
to clawback to satisfy valid application by Qualifying Shareholders under the Open Offer) and to pay the relevant Offer
Price on the terms and conditions set out in this Appendix, the Placing Proof, the Placing Letter and in accordance with
the Company's articles of association. Each Placee will confirm such irrevocable and legally binding commitment by
completing, signing and returning the form of acceptance contained in the Placing Letter in accordance with the
instructions therein, and should a Placee fail to do so, the Banks will retain the right to cancel their allocation or
terminate such irrevocable and legally binding commitment. 
 
8.         All obligations under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver
of the conditions referred to below under "Conditions of the Placing" and to the Placing Agreement not having being
terminated on the basis referred to below under "Right to terminate under the Placing Agreement". 
 
9.        The Banks may choose to accept bids, either in whole or in part, on the basis of allocations determined in
agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. J.P. Morgan
Cazenove may also, notwithstanding paragraphs 4 and 5 above and subject to prior consent of the Company (i) allocate New
Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate
New Ordinary Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the
right (upon agreement with the Banks) to reduce or seek to increase the amount to be raised pursuant to the Placing, at its
absolute discretion. The acceptance of the bids shall be at the relevant Bank's absolute discretion, subject to agreement
with the Company. 
 
10.        Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all
New Ordinary Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis
explained below under "Registration and Settlement" and in the Placing Letter. 
 
11.       Except as required by law or regulation, no press release or other announcement will be made by the Banks or the
Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's
prior written consent. 
 
12.       By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will not be capable of rescission or termination by the
Placee. 
 
13.       To the fullest extent permissible by law, neither of the Banks nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, neither of the Banks nor any of their respective affiliates,
agents, directors, officers or employees shall have any responsibility or liability (including, to the fullest extent
permissible by law any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or such alternative method of
effecting the Placing as the Banks and the Company may agree. 
 
Conditions of the Placing 
 
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance
with its terms. The Banks' obligations under the Placing Agreement are conditional on, inter alia: 
 
(a)      none of the representations, warranties and undertakings of the Company contained in the Placing Agreement being
untrue, inaccurate or misleading on and as at the date of the Placing Agreement, the date of publication of the Prospectus
and immediately prior to Admission; 
 
(b)        the Company having complied with its obligations under the Placing Agreement; 
 
(c)        Admission taking place by 8:00 a.m. (London time) on the Admission Date (or such later time and/or date as the
Company and the J.P. Morgan Cazenove may otherwise agree); 
 
(d)        there not having been a material adverse change to the Group or the Everyday Loans Group; and 
 
(e)        the Company allotting, subject only to Admission, the New Ordinary Shares to be allotted and issued to Placees
pursuant to the Placing in accordance with the Placing Agreement. 
 
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or
(where permitted) waived by J.P. Morgan Cazenove (in consultation with Peel Hunt) by the relevant time or date specified
(or such later time and / or date as J.P. Morgan Cazenove  may agree in writing); or (ii) any of such conditions become
incapable of being satisfied; or (iii) the Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and the Placees' rights and obligations hereunder in relation to the New Ordinary Shares shall cease and
automatically terminate at such time and each Placee agrees that no claim can be made by it in respect thereof. 
 
J.P. Morgan Cazenove (in consultation with Peel Hunt) may in its absolute discretion and upon such terms as it thinks fit,
waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement, save that certain conditions relating, inter alia, to Admission taking place may not
be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix and the Placing
Letter. 
 
By participating in the Placing, Placees agree that the exercise (or non-exercise) by J.P. Morgan Cazenove of any power to
grant waiver or extend the time and/or date for the satisfaction of any condition to the Placing and any decision it makes
as to the satisfaction of any condition of the Placing shall be within the absolute discretion of J.P. Morgan Cazenove and
that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant consent. 
 
Lock-up 
 
The Company has undertaken to the Banks that, between the date of the Placing Agreement and a date which is 180 days from
the date of the Placing Agreement, it will not, without the prior written consent of J.P. Morgan Cazenove, undertake any
consolidation or sub-division of its share capital or any capitalisation issue, directly or indirectly, allot, issue,
offer, sell lend, pledge, contract to sell or issue, grant any option, right or warrant to purchase or otherwise dispose of
any Ordinary Shares (or any interest therein or in respect thereof) or other securities of the Company exchangeable for, or
convertible into, or representing the right to receive Ordinary Shares or any such substantially similar securities or
enter into any transaction directly or indirectly, permanently or temporarily, to dispose of any Ordinary Shares or
undertake any other transaction with the same economic effect as any of the foregoing, or agree to do, any of the forgoing
or announce publicly any intention to do such things, subject to certain carve-outs agreed between J.P. Morgan Cazenove and
the Company. 
 
By participating in the Placing, Placees agree that the exercise by J.P. Morgan Cazenove of any power to grant consent to
the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement
shall be within the absolute discretion of J.P. Morgan Cazenove and that it need not make any reference to, or consult
with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power
to grant consent. 
 
Right to terminate under the Placing Agreement 
 
J.P. Morgan Cazenove (in consultation with Peel Hunt) is entitled, at any time prior to Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances, including: 
 
(a)        a breach of the warranties given to the Banks in or of its obligations under the Placing Agreement; 
 
(b)        there being material information included in the Prospectus that is not included in the Placing Proof; or 
 
(c)        the occurrence of a force majeure event; 
 
Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement,
subject to certain exceptions. 
 
By participating in the Placing, Placees agree that the exercise by J.P. Morgan Cazenove of any right of termination or
other discretion under the Placing Agreement shall be within the absolute discretion of J.P. Morgan Cazenove and that it
need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise. 
 
Withdrawal rights 
 
Placees acknowledge that their acceptance of any of the New Ordinary Shares to be issued pursuant to the Placing is not by
way of acceptance of the public offer to be made in the Prospectus and (if applicable) the Application Form but is by way
of a collateral contract and as such section 87Q of FSMA does not entitle Placees to withdraw in the event that the Company
publishes a supplementary prospectus in connection with the Placing and Open Offer, Admission or Readmission. If, however,
a Placee is entitled to withdraw, by accepting the offer of a placing participation, the Placee agrees to confirm its
acceptance of the offer on the terms contained in this Appendix and in the Placing Letter on the same terms immediately
after such right of withdrawal. 
 
Placing procedure 
 
Following the closing of the Bookbuild, each Placee allocated New Ordinary Shares in the Placing will be sent the Placing
Letter confirming the contract concluded upon acceptance by the Banks of such Placee's earlier oral commitment to subscribe
for New Ordinary Shares and also confirming the number of New Ordinary Shares conditionally allocated to it (subject to
clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) at the Offer Price, the maximum
aggregate amount owed by such Placee to the Bank and settlement instructions. 
 
The commitments of Placees to subscribe for the New Ordinary Shares pursuant to the Placing are subject to clawback to
satisfy valid applications by Qualifying Shareholders under the Open Offer. The Banks have discretion with regard to the
manner and extent of any scaling back of a Placee's conditional allocation, and such scaling back may not be pro rata to
conditional allocations. 
 
The Banks will notify Placees if any of the dates in this Appendix should change, including as a result of delay in the
posting of the Prospectus, the Application Forms or the crediting of the Open Offer Entitlements in CREST or the production
of a supplementary prospectus or otherwise. 
 
Registration and Settlement 
 
Upon closing of the Open Offer (and following clawback to satisfy valid applications by Qualifying Shareholders under the
Open Offer), the final allocations of New Ordinary Shares to be issued to Placees pursuant to the Placing will be notified
by the Banks to Placees in accordance with the terms of the Placing Letter, and the Banks will issue a contract note or
trade confirmation in respect of such final allocations. The contract note or trade confirmation will include the payment
and settlement procedures to be followed in connection with the subscription for New Ordinary Shares comprised in the final
allocation. 
 
Settlement of transactions in the New Ordinary Shares following Admission will take place within CREST, subject to certain
exceptions. The Banks and the Company reserve the right to require settlement for, and delivery of, the New Ordinary Shares
(or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or
practicable within CREST by the expected time for settlement and delivery set out in the contract note or trade
confirmation or would not be consistent with the regulatory requirements in the Placee's jurisdiction. 
 
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with
the instructions set out in the Placing Letter and the contract note or trade confirmation and in accordance with the
standing CREST instructions in respect of the New Ordinary Shares that it has in place with the relevant Bank. 
 
It is expected that settlement will be on 7 January 2016 on a T+2 delivery basis. 
 
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set
out above at the rate of two percentage points above prevailing LIBOR as determined by the Banks. 
 
Each Placee is deemed to agree that, if it does not comply with these obligations, the Banks may sell any or all of the New
Ordinary Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Banks' account and
benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty
or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction
which may arise upon the sale of such New Ordinary Shares on such Placee's behalf. By communicating a bid for New Ordinary
Shares, each Placee confers on the relevant Bank all such authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which the relevant Bank lawfully takes in pursuance of such sale. 
 
If New Ordinary Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Placing
Letter is copied and delivered immediately to the relevant person within that organisation. Insofar as New Ordinary Shares
are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as
agent or that of a nominee for such person, such New Ordinary Shares should, subject as provided below and in particular
provided there is no agreement for the sale of the New Ordinary Shares between any such agent and the Placee, be so
registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any
stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the New Ordinary Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer New Ordinary
Shares), none of the Banks nor the Company shall be responsible for the payment thereof. 
 
Representations, Warranties and Further Terms 
 
By participating in the Placing and/or completing (as applicable), signing and returning the letter of confirmation
attached to the Placing Letter, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges,
confirms, undertakes, represents, warrants and agrees (as the case may be) with the Banks (in their capacity as bookrunners
and placing agents of the Company, in each case as a fundamental term of their application for New Ordinary Shares), the
following: 
 
(a)      it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any New Ordinary
Shares that are allocated to it for the purposes of its business; 
 
(b)      in consideration of its allocation of a Placing participation, to subscribe at the Offer Price for any New
Ordinary Shares comprised in its allocation for which it is required to subscribe pursuant to the terms and conditions in
this Appendix and the Placing Letter; 
 
(c)        it has read and understood this Announcement, including this Appendix, the Placing Proof and the Placing Letter
in their entirety and that its subscription for New Ordinary Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and other information contained therein and
undertakes not to redistribute or duplicate such documents and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements made at any time by any person in connection with the
Placing and Open Offer, the Acquisition, Company, the New Ordinary Shares, Admission or Readmission or otherwise; 
 
(d)        the Existing Ordinary Shares are listed on the standard listing segment of the Official List and are admitted to
trading on the London Stock Exchange plc's main market for listed securities, and that the Company is therefore required to
publish certain business and financial information in accordance with the rules and practices of the FCA, and it is able to
obtain or access such information, or comparable information concerning any other publicly traded company, in each case
without undue difficulty; 
 
(e)        the Placing is not conditional on completion of the Acquisition, and that although the Company anticipates using
the proceeds raised through the Placing and Open Offer to fund the cash consideration payable for the Acquisition, that the
Acquisition is dependent upon certain conditions being satisfied and that accordingly neither the Company nor the Banks
warrant or represent that the Acquisition will take place; 
 
(f)         (i) it has not relied on, and will not rely on, any information relating to the Company which is not contained
in the Placing Proof and this Announcement, including information contained or which may be contained in any research
report or investor presentation prepared or which may be, or have been, prepared by either of the Banks or any of their
affiliates; and (ii) it has made its own assessment of the Company and has satisfied itself concerning the relevant tax,
legal, currency and other economic considerations relevant to its decision to participate in the Placing; 
 
(g)        neither of the Banks, their respective affiliates or any person acting on behalf of any of them has or shall
have any liability for any information made publicly available by or in relation to the Company or any representation,
warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent misrepresentation made by that person; 
 
(h)      neither of the Banks, the Company, any of their respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, nor will provide, it with any material regarding the New Ordinary
Shares or the Company other than this Announcement, the Placing Proof, the Pricing Announcement, the Placing Letter, the
Prospectus and the Application Form nor has it requested any of the Banks, the Company, any of their respective affiliates
or any person acting on behalf of any of them to provide it with any such information; 
 
(i)         unless otherwise specifically agreed with the Banks, it is not and at the time the New Ordinary Shares are
subscribed for, neither it nor the beneficial owner of the New Ordinary Shares will be, a resident of any Excluded
Territory and further acknowledges that the New Ordinary Shares have not been and will not be registered under the
securities legislation of any Excluded Territory and, subject to certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those jurisdictions; 
 
(j)         the New Ordinary Shares have not been and will not be registered and that a prospectus will not be cleared in
respect of any of the New Ordinary Shares under the securities laws or legislation of any Excluded Territory and, subject
to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, in or into those
jurisdictions; 
 
(k)       the New Ordinary Shares are being subscribed for investment purposes, and not with a view to, or for resale in
connection with, any distribution of the New Ordinary Shares within the meaning of the United States securities laws; 
 
(l)         where it is subscribing for the New Ordinary Shares for one or more managed accounts, it is authorised in
writing by each managed account to subscribe for the New Ordinary Shares for each managed account; 
 
(m)       if it is a pension fund or investment company, its subscription for New Ordinary Shares is in full compliance
with applicable laws and regulations; 
 
(n)        understands that the New Ordinary Shares are expected to be issued to it through CREST; 
 
(o)        the content of this Announcement (including this Appendix), the Placing Proof, the Pricing Announcement and the
Prospectus is exclusively the responsibility of the Company, and that neither of the Banks, nor their respective
affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any
liability for any information, representation or statement contained in, or omission from, this Announcement (including
this Appendix), the Placing Proof, the Pricing Information, the Pricing Announcement, the Prospectus or any information
previously or subsequently published by or on behalf of the Company including, without limitation, any information required
to be published by the Company pursuant to applicable laws ("Exchange Information"), and will not be liable for any
Placee's decision to participate in the Placing based on any information, representation or statement contained in this
Announcement, the Placing Proof, the Prospectus or otherwise. Each Placee further represents, warrants and agrees that the
only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for
New Ordinary Shares is contained in the Placing Proof this Announcement and that it has neither received nor relied on any
other information given, or representations, warranties or statements made, by any of the Banks or the Company nor any of
their respective affiliates and none of the Banks or the Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing. None of the Banks, the Company nor any of their respective
affiliates has made any representations to it, express or implied, with respect to the Company, the Acquisitions, the
Placing and Open Offer and/or the New Ordinary Shares or the accuracy, completeness or adequacy of the Exchange Information
or any other information, and each of them disclaims any liability in respect thereof. Nothing in this paragraph or
otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person; 
 
(p)        neither it, nor the person specified by it for registration as holder of the New Ordinary Shares is, or is
acting a nominee(s) or agent(s) for, and that the New Ordinary Shares will not be allotted to, a person/person(s) whose
business either is or includes issuing depository receipts or the provision of clearance services and, therefore, the issue
to that Placee, or the person specified by it for registration as holder of the New Ordinary Shares, will not give rise to
a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and
that the New Ordinary Shares are not being subscribed for in connection with arrangements to issue depositary receipts or
to issue or transfer New Ordinary Shares into a clearance service; 
 
(q)        it has complied with its obligations under the Criminal Justice Act 1993, section 118 of the Financial Services
and Markets Act 2000 (the "FSMA") and in connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 and the
Criminal Justice (Money Laundering and Terrorism Financing) Act 2010 and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the
"Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the
Regulations; 
 
(r)         its commitment to subscribe for New Ordinary Shares on the terms set out in this Appendix, the Placing Proof
and the Placing Letter will continue notwithstanding any amendment that may in future be made to the terms and conditions
of the Placing, and that Placees will have no right to be consulted or require that their consent be obtained with respect
to the Company's or the Banks' conduct of the Placing; 
 
(s)        it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly
authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each
such person; and (ii) it is and will remain liable to the Company and/or the Banks for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person); 
 
(t)         it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the United Kingdom,
except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA; 
 
(u)        it has not offered or sold and will not offer or sell any New Ordinary Shares to the public in any member state
of the EEA except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any
requirement for the publication of a prospectus pursuant to Article 3 of that Directive; 
 
(v)     it has only communicated or caused to be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the
New Ordinary Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by
an authorised person; 
 
(w)        it has complied and will comply with all applicable laws with respect to anything done by it in relation to the
New Ordinary Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise
involving, the United Kingdom); 
 
(x)        if it has received any confidential price sensitive information about the Company in advance of the Placing, it
has not (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of
the Company; or (iii) disclosed such information to any person, prior to the information being made publicly available; 
 
(y)       if in a member state of the EEA, unless otherwise specifically agreed with the Banks in writing, it is a
"qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive; 
 
(z)     if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments
who falls within the definition of "investment professionals" in Article 19(5) of the Order; or (ii) who falls within
Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc.") of the Order; or (iii) if not a
person meeting the criteria for an investment professional or otherwise of the foregoing (or the criteria of qualified
investors for the purposes of section 86(7) of the FSMA), that he or she is a director of the Company at the time of the
Placing; or (iv) to whom this Announcement may otherwise lawfully be communicated; 
 
(aa)       no action has been or will be taken by either the Company or the Banks or any person acting on behalf of the
Company or the Banks that would, or is intended to, permit a public offer of the New Ordinary Shares in any country or
jurisdiction where any such action for that purpose is required; 
 
(bb)       it and any person acting on its behalf is entitled to subscribe for the New Ordinary Shares under the laws of
all relevant jurisdictions that apply to it and that it has fully observed such laws and obtained all such governmental and
other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all
necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the
Banks, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection with the Placing; 
 
(cc)       it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to
its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the
case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or
referred to in this Announcement, the Placing Proof and the Placing Letter) and will honour such obligations; 
 
(dd)       it (and any person acting on its behalf) will make payment in respect of the New Ordinary Shares allocated to it
in accordance with this Appendix, the Placing Proof and the Placing Letter on the due time and date set out therein,
failing which the relevant New Ordinary Shares may be placed with other investors or sold as the Banks may in their sole
discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds
of such sale falls short of the product of the relevant Offer Price and the number of New Ordinary Shares allocated to it
and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or
penalties) which may arise upon the sale of such Placee's New Ordinary Shares; 
 
(ee)       its allocation (if any) of New Ordinary Shares will represent a maximum number of New Ordinary Shares which it
will be entitled, and required, to subscribe for (subject to clawback to satisfy valid applications by Qualifying
Shareholders under the Open Offer) and that the Banks or the Company may call upon it to subscribe for a lower number of
New Ordinary Shares (if any), but in no event in aggregate more than the aforementioned maximum; 
 
(ff)         the person whom it specifies for registration as holder of the New Ordinary Shares will be (i) itself; or (ii)
its nominee, as the case may be. None of the Banks or the Company will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar taxes (together with interest and penalties) resulting from a failure to observe
this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the
Company and the Banks on an after-tax basis in respect of any Indemnified Taxes on the basis that the New Ordinary Shares
will be allotted to the CREST account of J.P. Morgan Cazenove who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions; 
 
(gg)       none of the Banks, nor any of their respective affiliates, nor any person acting on behalf of them, is making
any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with
the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of any Bank
in connection with its participation in the Placing and that the Banks have no duties or responsibilities to it for
providing the protections afforded to their respective clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement
nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right; 
 
(hh)       in making any decision to subscribe for New Ordinary Shares it (i) has such knowledge and experience in
financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for
or acquiring the New Ordinary Shares; (ii) will not look to the Banks, any of their respective affiliates or persons acting
on their behalf for all or part of any such loss it may suffer; (iii) is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating
in, and is able to sustain a complete loss in connection with, the Placing; and (iv) has no need for liquidity with respect
to its investment in the New Ordinary Shares. It further confirms that it has relied on its own examination and due
diligence of the Company and its associates (taken as a whole), and the terms of the Placing, including the merits and
risks involved, and not upon any view expressed or information provided by or on behalf of the Banks; 
 
(ii)         in connection with the Placing, the Banks and any of its affiliates acting as an investor for its own account
may take up New Ordinary Shares in the Company and in that capacity may retain, purchase or sell for its own account such
New Ordinary Shares in the Company and any securities of the Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with the Placing. The Banks do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do
so; 
 
(jj)        the terms and conditions of the Placing contained in this Appendix, the Placing Proof and the Placing Letter,
together with any agreements entered into by it pursuant to such terms, and all non-contractual or other obligations
arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and
Wales, and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any
dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the
obligation to make payment for the New Ordinary Shares (together with any interest chargeable thereon) may be taken by
either the Company or the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange; 
 
(kk)       the Banks, the Company and their respective affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings which are given to the
Banks on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and
the Banks to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein; 
 
(ll)      it will indemnify on an after tax basis and hold the Company, the Banks and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this
Appendix and in the Placing Letter and further agrees that the provisions of this Appendix and the Placing Letter shall
survive after completion of the Placing and Open Offer; 
 
(mm)     the Banks reserve the right (acting together and subject to agreement with the Company) to waive or alter any of
the provisions set out in this Announcement, including the Appendix, the Placing Proof or the Placing Letter. Any such
alteration or waiver will not affect Placees' commitments as set out therein; 
 
(nn)     it will provide the Banks with such relevant documents as they may reasonably request to comply with requests or
requirements that either they or the Company may receive from relevant regulators in relation to the Placing and Open
Offer, subject to its legal, regulatory and compliance requirements and restrictions; 
 
(oo)       it confirms that, to the extent it is subscribing for New Ordinary Shares for the account of one or more
persons, (i) it has been duly authorised to make on their behalf the confirmations, acknowledgements and agreements set
forth herein and (ii) these provisions constitute legal, valid and binding obligations of it and any other persons for
whose account it is acting; 
 
(pp)       it satisfies any and all standards for investors in investments of the type subscribed for herein imposed by the
jurisdiction of its residence or otherwise; 
 
(qq)      it invests in or purchases securities similar to the New Ordinary Shares in the normal course of business and it
has: (a) conducted its own investigation with respect to the Company and the New Ordinary Shares; (b) received and reviewed
all information that it believes is necessary or appropriate in connection with our purchase of the New Ordinary Shares;
(c) made its own assessment and has satisfied itself concerning the relevant tax, regulatory, legal, currency and other
economic considerations relevant to its investment in the New Ordinary Shares; and (d) sufficient knowledge and experience
in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of
evaluating, and has evaluated, independently the merits, risks and suitability of subscribing for the New Ordinary Shares; 
 
(rr)        it is aware that it must bear the economic risk of an investment in the New Ordinary Shares for an indefinite
period of time, and it has the ability to bear such economic risk of its investment in the New Ordinary Shares, have
adequate means of providing for its current and contingent needs, has no need for liquidity with respect to its investment
in the New Ordinary Shares, is able to sustain a complete loss of its investment in the New Ordinary Shares and will not
look to the Banks for all or part of any such loss or losses it may suffer; 
 
(ss)       it agrees that it (i) has no need for liquidity with respect to its investment in the New Ordinary Shares and
(ii) has no reason to anticipate any change in its circumstances, financial or otherwise, which may cause or require its
sale or distribution of all or any part of the New Ordinary Shares; and 
 
(tt)       it may not rely, and it has not relied, on any investigation that the Banks, any of their affiliates or any
person acting on their behalf may have conducted with respect to the New Ordinary Shares or the Company, and neither the
Banks, nor any of their affiliates or any person acting on their behalf has made any representation to it, express or
implied, with respect to the Company or the New Ordinary Shares or the accuracy, completeness or adequacy of this
Announcement, the Placing Proof, the Prospectus or any other publicly available information. In making its investment
decision, it has not relied on any information relating to the Company other than the Placing Proof and other information
that is publicly available. 
 
In addition, each Placee irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may
be) with the Banks (in their capacity as global co-ordinator, lead bookrunner or lead manager (as the case may be) and
placing agents of the Company, in each case as a fundamental term of their application for New Ordinary Shares), the
following: 
 
(a)       it is and, at the time the New Ordinary Shares are subscribed for, will be outside the United States and is
acquiring the New Ordinary Shares in an "offshore transaction" in accordance with Rule 903 of Regulation S under the
Securities Act, and it is acquiring beneficial interests in the New Ordinary Shares for its own account or, if acquiring
the New Ordinary Shares for the account of one or more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein on behalf of each such account; 
 
(b)        the New Ordinary Shares may not be reoffered, resold, pledged or otherwise transferred by it except outside the
United States in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act; 
 
(c)      it is not acquiring any of the New Ordinary Shares as a result of any form of directed selling efforts (as defined
in Regulation S under the Securities Act); and 
 
(d)        if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any
New Ordinary Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf
of, nor will they be subscribed for with a view to their offer or resale to, persons in circumstances which may give rise
to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented
the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Banks has been given
to each such proposed offer or resale; or 
 
The foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements are given for the
benefit of the Company as well as each of the Banks and are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that neither the Company nor either of the Banks owes any fiduciary or other duties or
responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the
Placing and Open Offer to any Placee in respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement or the contents of the terms and conditions contained in this Announcement (including this Appendix), the
Placing Proof and the Placing Letter. 
 
Offset 
 
If a Placee is entitled to participate in the Open Offer by virtue of being a Qualifying Shareholder it will be able to
apply to subscribe for New Ordinary Shares under the terms and conditions of the Open Offer. 
 
In circumstances where the Placee validly takes up and pays for New Ordinary Shares under the Open Offer to which it is
entitled as a Qualifying Shareholder it may request that its conditional allocation of a Placing participation be reduced
by up to the number of New Ordinary Shares validly taken up and paid for under the Open Offer (up to a maximum of the
number of New Ordinary Shares in its Open Offer Entitlement), provided always that the Banks are satisfied that the Placee
has validly taken up and paid for the New Ordinary Shares under the Open Offer. Further details of Placees' rights to
request off-set in this way are set out in the Placing Letter. 
 
Miscellaneous 
 
The agreement to allot and issue New Ordinary Shares to Placees (and/or to persons for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons
as they nominate as their agents, direct from the Company for the New Ordinary Shares in question. Such agreement also
assumes that the New Ordinary Shares are not being subscribed for in connection with arrangements to issue depositary
receipts or to issue or transfer the New Ordinary Shares into a clearance service. If there are any such arrangements, or
the settlement relates to any other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor any of the Banks will be responsible and the Placees shall
indemnify the Company and the Banks on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the
Banks accordingly. 
 
The Company and the Banks are not liable to bear any transfer taxes that arise on a sale of New Ordinary Shares subsequent
to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each
Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify the Banks
accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Banks and/or the
Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty,
stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise
from the unreasonable default or delay of that Placee or its agent. 
 
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on the acquisition by them of any New Ordinary Shares or the
agreement by them to subscribe for any New Ordinary Shares. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Bank or any of their respective
affiliates or agents may, at their absolute discretion, agree to become a Placee in respect of some or all of the New
Ordinary Shares. 
 
Past performance is no guide to future performance and persons needing advice should consult an independent financial
adviser. 
 
The rights and remedies of the Banks and the Company under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent
the exercise of others. 
 
Unless the context otherwise requires, all references to time are to London time. All times and dates in this Announcement
are subject to amendment by the Banks (in their absolute discretion). The Banks shall notify the Placees and any person
acting on behalf of the Placees of any changes. 
 
DEFINITIONS 
 
In this Announcement, in addition to the expressions defined above, the following expressions have the following meanings
unless the context requires otherwise: 
 
 Acquisition                        the acquisition of the entire issued share capital of  Everyday Loans Holdings Limited by the Company                                                                                                                                                                                                                                                                                       
 Admission                          admission of the New Ordinary Shares to the standard listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange becoming effective in accordance with LR 3.2.7G of the Listing Rules and paragraph 2.1 of the Admission and Disclosure Standards published by the London Stock Exchange                                      
 Application Form                   the application form to be despatched to Qualifying Non-CREST Shareholders for use in connection with the Open Offer                                                                                                                                                                                                                                                                        
 Capital Raising                    the placing and open offer                                                                                                                                                                                                                                                                                                                                                                  
 Company                            Non-Standard Finance plc                                                                                                                                                                                                                                                                                                                                                                    
 Completion                         means completion of the Acquisition, which is expected tooccur in the first quarter of 2016                                                                                                                                                                                                                                                                                                 
 CREST                              the electronic transfer and settlement system for the paperless settlement of trades in listed securities operated by Euroclear                                                                                                                                                                                                                                                             
 Enlarged Group                     together, the Group and the Everyday Loans Group assuming completion of the Acquisition                                                                                                                                                                                                                                                                                                     
 Enlarged Share Capital             means the expected issued ordinary share capital of theCompany immediately following the issue of the New Ordinary Shares pursuant to the Capital Raising                                                                                                                                                                                                                                   
 EU                                 an economic and political union of 28 member states which are located primarily in Europe                                                                                                                                                                                                                                                                                                   
 Everyday Loans                     Everyday Loans Holdings Limited                                                                                                                                                                                                                                                                                                                                                             
 Everyday Loans Group               Everyday Loans and its subsidiaries and subsidiary undertakings                                                                                                                                                                                                                                                                                                                             
 Excluded Territories               Australia, Canada, Japan, New Zealand, The Republic of South Africa and the United States and any jurisdiction where the availability of the Placing and Open Offer would breach any applicable laws or regulations and "Excluded Territory" shall mean any of them                                                                                                                         
 Excluded Territories Shareholders  save as may be agreed in writing with the J.P. Morgan Cazenove, Ordinary Shareholders, with registered addresses, or located or resident (as applicable), in an Excluded Territory, on the Posting Date or the Record Date, as the context requires;                                                                                                                                        
 Existing Ordinary Shares           Ordinary Shares issued and allotted as at the date of this Announcement                                                                                                                                                                                                                                                                                                                     
 Group                              NSF and its subsidiaries and subsidiary undertakings                                                                                                                                                                                                                                                                                                                                        
 Money Laundering Regulations       Money Laundering Regulations 2007                                                                                                                                                                                                                                                                                                                                                           
 Open Offer                         the offer to Qualifying Shareholders constituting an offer to apply for the New Ordinary Shares at the Offer Price on the terms and subject to the conditions set out in the Prospectus, and in the case of Qualifying Non-CREST Shareholders, the Application Form                                                                                                                         
 Ordinary Shares                    ordinary shares of 5 pence each in the Company                                                                                                                                                                                                                                                                                                                                              
 Placing                            means the conditional placing of Ordinary Shares in the Company, subject to clawback to satisfy valid applications by qualifying shareholders under the Open Offer                                                                                                                                                                                                                          
 Placing Agreement                  the placing agreement entered into between the Company, J.P. Morgan Cazenove and Peel Hunt relating to the Placing and Open Offer                                                                                                                                                                                                                                                           
 Prospectus Rules                   the prospectus rules made by the FCA under 

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