News releases
25 June 2007
Circular and Prospectus in relation to the proposed demerger
Circular and Prospectus in relation to the proposed demerger
This announcement comprises an advertisement for the purposes of paragraph 3.3.2 of the Prospectus Rules made under the Financial Services and Markets Act 2000. This announcement is an advertisement and not a prospectus and investors should not acquire any shares in IPF (defined below) referred to in this announcement except on the basis of information in the Prospectus (defined below). Copies of the Prospectus may be obtained from International Personal Finance's registered office at Number Three, Leeds City Office Park, Meadow Lane, Leeds, LS11 5BD.
Publication of Circular
Provident Financial plc ("Provident") announces that it has today posted a circular to its shareholders giving full details of the proposed demerger of its international home credit business ("IHC"). Pursuant to the demerger, IHC (comprising Provident International Holdings Limited and its wholly-owned subsidiaries) will be transferred to International Personal Finance plc (a newly established public limited company which has been incorporated to be the holding company of IHC) ("IPF").
In addition, Provident has also posted to its shareholders today a prospectus prepared by IPF providing details of the proposed introduction and admission of shares in IPF to the Official List of the Financial Services Authority and to trading on London Stock Exchange plc's main market for listed securities.
The demerger is conditional on approval by Provident's shareholders at an Extraordinary General Meeting of Provident, which has been convened for 13 July 2007. Subject, inter alia, to Provident shareholder approval, the demerger will result in Provident shareholders receiving one share in IPF for every Provident share they hold. Thereafter, the expected effective date of the demerger and of admission and commencement of dealings in IPF shares on the London Stock Exchange is 16 July 2007.
Shortly after the Demerger is effective, and upon completion of admission, the share capital of Provident will be consolidated on the basis of one consolidated Provident share for every two non-consolidated Provident shares. The purpose of this share consolidation is to preserve the value of share options and awards under Provident's employee share schemes and to maintain, so far as reasonably practicable, the pre-demerger share price, the comparability of historic and future earnings per share and dividend per share data.
In addition, it is proposed that shortly after the demerger the capital of IPF will be reduced. This will create distributable reserves in IPF of approximately £410 million. The reduction of capital was approved by a special resolution of the current IPF shareholders on 30 May 2007 and is subject to the approval of the Court.
Expected Timetable of Principal Events
25 June 2007
Posting and publication of Circular and Prospectus
11 a.m. on 10 July 2007
Latest time and date for receipt of proxy request forms from members of the Provident Financial Company Nominee Scheme for the Extraordinary General Meeting of the Company
11 a.m. on 13 July 2007
Extraordinary General Meeting of Provident
5.00 p.m. on 13 July 2007
Latest time and date for transfers of Provident shares to be registered in order for the transferee to be registered at the Demerger Record Time, Provident share register closes and Provident shares disabled in CREST
5.00 p.m. on 13 July 2007
Demerger Record Time
8.00 a.m. on 16 July 2007
Expected effective date of demerger, Provident share consolidation, admission and commencement of dealings in IPF shares and consolidated Provident shares on the London Stock Exchange and crediting of IPF shares and consolidated Provident shares to CREST accounts
18 July 2007
Court hearing to approve the reduction of capital
By 27 July 2007
Dispatch of definitive certificates for IPF shares and consolidated Provident shares (other than in respect of such shares held through CREST) and any fractional entitlement cheques
By 27 July 2007
Payment of fractional entitlements in respect of consolidated Provident shares held through CREST