REG - Non-Standard Finance - Acquisition of Everyday Loans for £235 million <Origin Href="QuoteRef">NSF.L</Origin> - Part 5

Non-Standard FinanceAnnouncement

04/12/2015 07:11

- Part 5: For the preceding part double click  ID:nRSD0022Id 

Part VI of the FSMA relating to offers of transferrable securities to the public and admission of transferrable securities to trading on a regulated market                                                                                                                                                                                      
 Readmission                        admission of the 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 following completion of the Acquisition  
 Qualifying Non-CREST Shareholder   Qualifying Shareholders who hold Ordinary Shares in certificated form                                                                                                                                                                                                                                                                                                                       
 Qualifying Shareholders            Ordinary Shareholders on the register of members of the Company as at the Record Date other than Excluded Territories Shareholders                                                                                                                                                                                                                                                          
 Shareholders                       holders of Ordinary Shares                                                                                                                                                                                                                                                                                                                                                                  
 United Kingdom or UK               the United Kingdom of Great Britain and Northern Ireland                                                                                                                                                                                                                                                                                                                                    
 United States or U.S.              the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia                                                                                                                                                                                                                                                       
 
 
IMPORTANT NOTICE: 
 
This Announcement is an advertisement and not a prospectus. Neither this Announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors
should not purchase or subscribe for any transferable securities referred to in this Announcement except on the basis of
information contained in any prospectus (the "Prospectus") in its final form that may be published by Non-Standard Finance
plc ("NSF" or the "Company") in due course. Following its publication, the Prospectus will (subject to certain access
restrictions) be available online at www.nonstandardfinance.com and at the Company's registered office. 
 
This Announcement, and the information contained therein, is the sole responsibility of the Company and its directors.  It
is for information purposes only and is not intended to and does not constitute an offer or invitation to purchase or
subscribe for, or any solicitation to purchase of subscribe for any of the securities referred to herein.  The information
contained herein is not for release, distribution or publication, directly or indirectly, in or into the United States,
Canada, Australia, Japan, New Zealand, South Africa or any other jurisdiction where applicable laws prohibit its release,
distribution or publication. The distribution of this Announcement in other jurisdictions may be restricted by law and
persons into whose possession this document comes must inform themselves about, and observe, any such restrictions. Any
failure to comply with the restrictions may constitute a violation of the applicable securities laws. 
 
The Ordinary Shares have not been and will not be registered under applicable securities laws of Australia, Canada, Japan,
New Zealand or South Africa. Subject to certain exceptions, the Ordinary Shares may not be offered, sold, resold,
transferred or distributed directly or indirectly, within, into or in Australia, Canada, Japan, New Zealand, South Africa
or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. 
 
The Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be
offered, sold, taken up, resold, renounced, transferred or delivered, directly or indirectly, into or within the United
States except pursuant to applicable exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the
United States.  There will be no public offer of the New Ordinary Shares in the United States and no public offer of
securities is being made in any jurisdiction by virtue of this Announcement. 
 
J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan
Cazenove") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom. Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the
Financial Conduct Authority. J.P. Morgan Cazenove and Peel Hunt are acting exclusively for the Company and for no-one else
in connection with the Capital Raising, Admission and Readmission and will not be responsible to anyone other than the
Company for providing the protections afforded to customers of J.P. Morgan Cazenove and Peel Hunt respectively or for
providing advice in relation to the contents of this Announcement, the Placing and Open Offer and Admission or any
transaction, arrangement, or other matter referred to in this Document or any matter referred to in it. Neither of J.P.
Morgan Cazenove or Peel Hunt makes any representation, express or implied, as to the contents of this Announcement or
accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under
stature or otherwise) to any person who is not a client in connection with this Announcement, any statements herein or
otherwise. 
 
Each of Bell Pottinger LLP ("Bell Pottinger"), J.P. Morgan Cazenove, Peel Hunt and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this
Announcement whether as a result of new information, future developments or otherwise. 
 
Certain figures contained in this Announcement, including financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of the numbers contained in this Announcement may not
conform exactly with the total figure given. 
 
Except as explicitly stated, neither the content of the Group's nor Everyday Loans' website, nor any website accessible by
hyperlinks on the Group's or Everyday Loans' website is incorporated in, or forms part of, this Announcement. 
 
This Announcement does not constitute a recommendation concerning the Capital Raising. The price and value of securities
can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not
to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his,
her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax
advice. 
 
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS 
 
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements." In some cases, these
forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets,"
"believes," "estimates," "anticipates," "expects," "intends," "may," "will," "should" or, in each case, their negative or
other variations or comparable terminology. They appear in a number of places throughout the Announcement and include
statements regarding the intentions, beliefs or current expectations of the Company and the Board of Directors concerning,
among other things: (i) the Company's acquisition and financing strategies, target return, results of operations, financial
condition, capital resources, prospects, capital appreciation and dividends; and (ii) future deal flow and implementation
of active management strategies, including with regard to acquisitions. 
 
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance.
The Company's actual performance, results of operations, financial condition, key performance indicators, distributions to
shareholders, corporate profile and capital structure may differ materially from the forward-looking statements contained
in this Announcement. Factors that may give rise to these differences include, but are not limited to, the Company's
ability to identify suitable acquisition opportunities, its success in completing one or more acquisitions, its ability to
realise the benefits from its completed acquisitions; its ability to properly evaluate the merits and risks of the
operations of acquired companies or businesses; its ability to deploy the net proceeds of the potential offering on a
timely basis; the availability and cost of equity or debt capital for acquisitions; changes in the economic environment;
and legislative and/or regulatory developments.  No statement in this Announcement is intended as a profit forecast. 
 
The forward-looking statements contained in this Announcement speak only as at the date of this Announcement. Except as
required by the Financial Conduct Authority, the London Stock Exchange or applicable law (including as may be required by
the Financial Conduct Authority's Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules), the
Company and its Directors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to
any forward- looking statements contained in this Announcement, whether as a result of any change in events, conditions or
circumstances or otherwise on which any such statement is based. 
 
This information is provided by RNS
The company news service from the London Stock Exchange