Non Standard Finance : Posting of Offer Document and Prospectus

This announcement and the information herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, New Zealand, Japan, or any other Restricted Jurisdiction in which such release, publication or distribution would be unlawful.

This is a copy of an announcement first released on Saturday, 9 March 2019 as an out-of-hours announcement

Non-Standard Finance plc ('Non-Standard Finance')

Posting of Offer Document and Prospectus

Further to the announcement by Non-Standard Finance on 22 February 2019 relating to the offer for Provident Financial plc ('Provident') (the 'Offer'), Non-Standard Finance announces that the offer document containing full terms and conditions of its offer to acquire the entire issued and to be issued share capital of Provident and the procedures for its acceptance (the 'Offer Document') is being posted to the shareholders of Provident today together with the related form of acceptance (subject in each case to certain U.S. and other securities law restrictions). These documents will also be published on Non-Standard Finance's website (www.nsfgroupplc.com) later today. The Offer is subject to the terms and conditions set out in the Offer Document.

A copy of the letter from John van Kuffeler, founder and Chief Executive of Non-Standard Finance, to Provident shareholders, as set out in the Offer Document, is included in this announcement.

Non-Standard Finance also announces that the UK Listing Authority has approved a prospectus dated 8 March 2019 in relation to the new Non-Standard Finance ordinary shares ('New NSF Shares') to be allotted and issued to the shareholders of Provident pursuant to the Offer (the 'Prospectus').

Non-Standard Finance shareholders will shortly receive, amongst other documents, a copy of the Prospectus (subject to certain U.S. and other securities law restrictions). As set out in the Prospectus, the Non-Standard Finance General Meeting will be held at 11.30 a.m. on 26 March 2019 at the offices of Maitland/AMO, 3 Pancras Square, Kings Cross, London N1C 4AG to allow Non-Standard Finance Shareholders to vote on the resolution required to issue the New NSF Shares. This resolution will require approval by a simple majority of the Non-Standard Finance Shareholders present and voting (in person or by proxy) at the Non-Standard Finance General Meeting.

Copies of the Prospectus will be available for inspection on Non-Standard Finance's website at www.nsfgroupplc.comor can be inspected at the offices of Slaughter and May, being One Bunhill Row, London EC1Y 8YY. A copy of the Prospectus will also be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM.

LETTER FROM JOHN VAN KUFFELER, NSF FOUNDER AND CHIEF EXECUTIVE

(Incorporated in England and Wales with registered number: 09122252)

Non-Standard Finance plc 7 Turnberry Park Road Gildersome, Morley Leeds LS27 7LE 9 March 2019

Dear Provident Shareholder,

As founder and Chief Executive of Non-Standard Finance, it is my pleasure to write to you regarding our offer for Provident Financial. As a Provident shareholder, you will under the offer receive:

8.88 New NSF Shares for each Provident Share

Our offer:

· presents a compelling and achievable vision for a better future for Provident, its shareholders, employees, and customers;

· is based on the execution of a clear transformation plan and the application of new strategic direction;

· has substantial shareholder support in the form of irrevocable undertakings and letters of intent; and

· is being vigorously pursued by a highly experienced management team with an unrivalled knowledge of the non-standard finance sector, a history of creating value for shareholders, and a passion for delivering good customer outcomes.

The alternative is a Provident Board which:

· has limited operational experience in the non-standard finance sector;

· in our view cannot and does not understand the key issues involved in managing a business like Provident;

· has shown itself, as recently as its profits warning in January, to be incapable of implementing any kind of clear strategy, and, as recently as this week, to be championing, as its own, elements of the strategy we proposed two weeks ago; and

· is incapable we believe of reversing its multitude of problems, including poor customer outcomes and value destruction that in recent years have afflicted Provident, its shareholders, and all of its stakeholders, as overseen by their current CEO, initially as Senior Independent Director, then as Chairman and now as CEO.

As a team we believe that we can improve Provident for the benefit of all of its stakeholders. Before founding NSF I was CEO and then Chairman of Provident for a total of 22 years. By the end of my tenure there, I was incredibly proud of the values and culture that had been established, both of which I believe underpinned the business's success and gave shareholders a cumulative total return of more than 4,000 per cent. over that period.

Since I stepped down, Provident has lost its way. This has included compromised customer outcomes resulting from a number of 'managerial mistakes' (as the Provident Chairman acknowledged earlier this week), reduced profits and a dramatic share price decline. Despite claiming to have 'stabilised the business' and 'resolved all material outstanding regulatory issues', Provident remains a group which: is subject to enhanced supervision, and under investigation, by the FCA; has agreed restrictions on its distributions and activities with, and is subject to increased capital requirements imposed by, the PRA; was sanctioned by the ASA for irresponsible marketing initiatives as recently as January; and which announced earlier this week the near-completion of millions of pounds of customer compensation payments as a piece of good news.

We firmly believe that the root of many of these problems is that Provident is not sufficiently focused on a positive business culture or on delivering good customer outcomes - something that we can and do intend to change. And, unlike the Provident Board, we have a detailed transformation plan to implement that essential change. We expect our plan to:

· revitalise Provident's prospects and rebuild culture delivered by a strengthened management team with proven sector expertise;

· unlock substantial value for Provident and NSF shareholders, whilst benefiting customers and employees;

· achieve cost savings, revenue synergies and reduced funding costs as well as unlock the potential for capital returns over time from disposals and capital efficiency (all subject to appropriate regulatory approval); and

· restore Provident's culture to one focused on positive customer outcomes, working closely with regulators.

The NSF Board firmly believes that our plan would deliver significantly greater benefits for both Provident shareholders and NSF shareholders than either Provident or NSF would otherwise be able to deliver on their own. As Provident shareholders would end up owning approximately 87.8 per cent. of the enlarged group following completion, you would be a major participant in the future value that we expect to generate through the execution of our plan.

NSF's success and growth to date has been driven by a clear focus on seeking to help the estimated 10 million UK adults that may need credit but that find themselves effectively excluded by the mainstream banks, either because they are on modest incomes or because they are in some way credit impaired. Responsible lending and collecting is at the heart of NSF's business strategy, our ethos being focused on good customer outcomes.

The NSF Board believes that the transaction would mark the end of what has been a very difficult period for Provident. We believe that by combining Provident with NSF we will create a leading UK non-standard finance provider, with strong positions in credit cards, home credit, branch-based lending and guarantor loans. Whilst Provident has faced significant challenges in the recent past and there is a lot of work to do, I am confident that NSF's experienced team can and will transform Provident for the benefit of all shareholders, employees and customers of the enlarged group.

The offer has already received formal support from Provident shareholders holding 49.4 per cent. of Provident's issued share capital. I hope that you will join your fellow Provident shareholders in supporting our offer and urge you to accept it as soon as possible so that we can get on with the job of transforming Provident for the benefit of all of its stakeholders. The time for change is now.

Yours faithfully,

John van Kuffeler
Group Chief Executive & Founder
Non-Standard Finance plc

Enquiries:

Non-Standard Finance plc Peter Reynolds, Director, IR and Communications	T: [phone]
Ondra LLP(Financial Adviser to NSF) Michael Tory Stewart Bennett Oliver Ives Gurnek Teja

Further Information

T: [phone]
Deutsche Bank, London Branch (Financial Adviser to NSF) James Arculus Chris Raff Nicholas Hunt Neil Collingridge, Corporate Broking	T: [phone]
Maitland/AMO (Public Relations Adviser to NSF) Neil Bennett Andy Donald Finlay Donaldson	T: [phone]
Shore Capital (Corporate Broker to NSF) Mark Percy Daniel Bush	T: [phone]

Capitalised terms used but not defined in this announcement have the meanings set out in the announcement of the Offer on 22 February 2019.

This announcement is not intended to and does not constitute or form part of any offer to exchange or subscribe for or any invitation to exchange or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely pursuant to the terms of the Offer Document, which contains the full terms and conditions of the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document.

The contents of this announcement are not to be construed as legal, business, financial or tax advice.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Jurisdictions

The information contained herein is not for release, distribution or publication, directly or indirectly, in or into the United States, Canada, New Zealand, Japan or any other Restricted Jurisdiction where applicable laws prohibit its release, distribution or publication. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the applicable securities laws. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from the United States or any other Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from the United States or any other Restricted Jurisdiction. Unless otherwise determined by NSF and permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of the United States or any other Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Provident:

The Offer is being made for the securities of a UK company and is subject to UK procedural and disclosure requirements, which are different from certain of those of the United States.

For purposes of the US Securities Exchange Act of 1934, as amended (the 'USExchange Act'): the Offer will be made pursuant to Section 14(e) and Regulation 14E under the Exchange Act benefitting from the exemptions available to 'Tier II' tender offers. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law, and certain rules applicable to tender offers made into the United States, including rules promulgated under Section 14(d) of the US Exchange Act, do not apply.

In accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Exchange Act, the Financial Advisers and their respective affiliates may continue to act as exempt principal traders in Provident Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the US Exchange Act. To the extent required to be disclosed in accordance with applicable regulatory requirements, information about any such purchases will be disclosed to the Panel by no later than 12 noon on the next 'business day', as such term is defined in the Code, and will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com, and will also be available on NSF's website www.nsfgroupplc.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

For purposes of the US Securities Act of 1933, as amended (the 'US Securities Act'): this document does not constitute a public offer of securities in the United States or an offer to the public in the United States to acquire or exchange securities. The New NSF Shares have not been, and will not be, registered under the US Securities Act, and may not be offered, sold or resold except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act. The New NSF Shares have not been, and will not be, registered under the relevant securities laws of any other Restricted Jurisdiction and the relevant clearances have not been, and will not be, obtained from any securities commission of any Restricted Jurisdiction and no prospectus in relation to the New NSF Shares has been or will be lodged with, or registered by, any such securities commission. Accordingly, the New NSF Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold, delivered or transferred, directly or indirectly, in or into any Restricted Jurisdiction if to do so would constitute (or result in the Offer constituting) a violation of relevant laws or require registration thereof.

Important Notices relating to Financial Advisers

Ondra LLP, which is regulated in the United Kingdom by the FCA, is acting as financial adviser to NSF 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 NSF for providing the protections afforded to clients of Ondra LLP nor for providing advice in relation to any matter referred to herein.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and FCA. Neither Deutsche Bank nor any of its subsidiaries, branches or affiliates will be responsible to any person other than NSF for providing any of the protections afforded to clients of Deutsche Bank nor for providing advice in relation to any matters referred to in this announcement. Neither Deutsche Bank nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with this announcement, any statement contained herein, or otherwise. Deutsche Bank is acting as financial adviser to NSF and no other person in connection with the contents of this announcement.

Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, acts as broker to NSF and will not regard any other person as its client and will not be responsible to anyone other than NSF for providing the protections afforded to clients of Shore Capital nor for providing advice in relation to any matter referred to herein. Neither Shore Capital nor any of its subsidiaries, associates, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this document, any statement contained herein, or otherwise.

Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Provident and certain plans and objectives of NSF with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may', 'should', 'would', 'could', or, in each case, their negative or other words of similar meaning. They appear in a number of places throughout the announcement and include statements regarding the intentions, beliefs or current expectations of the NSF and the NSF Board. These statements are based on assumptions and assessments made by NSF in light of its experience and its perception of historical trends, current conditions, future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. NSF does not assume any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this presentation should be interpreted as such.

The forward-looking statements contained in this announcement speak only as at the date of this announcement. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by FCA's Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules), NSF 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.

Ondra LLP and Deutsche Bank (and their respective affiliates) expressly disclaim 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.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on NSF's website at www.nsfgroupplc.comno 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.