Provident Financial : M&G statement regarding NSF's unsolicited offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

28 May 2019

Provident Financial plc ('Provident')

M&G statement regarding NSF's unsolicited offer

M&G's statement on Friday 24^th May regarding NSF's unsolicited offer is published below. Provident has already received and seen statements of intent from Schroders and Coltrane respectively. In total, holders of approximately 20.2 per cent. of Provident shares have publicly stated they do not intend to accept the NSF offer.

The Provident Board believes that the offer is significantly flawed and value destructive, and urges its shareholders to take no action in relation to the NSF offer.

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Dear Chairman,

Re NSF's offer to acquire Provident Financial ('PFG')

I am writing on behalf of M&G Investments to inform you that our current intention is to not accept NSF's offer for PFG in respect of our entire shareholding.

M&G is supportive of PFG's current strategy and does not believe that a combination with NSF and subsequent break up of the enlarged group will create value for PFG shareholders, and therefore is not in the best interest of our investors.

We hold 4.2 million shares in PFG, on behalf of our clients, representing 1.7% of the issued share capital and we do not have a shareholding in NSF.

I confirm that we consent to this confirmation being referenced publicly.

Yours sincerely,

Rupert Krefting

Head of Corporate Finance and Stewardship

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Sources and bases

The assertion that holders of approximately 20.2 per cent. of Provident shares have publicly stated that they do not intend to accept the NSF offer is by reference to a) the total issued share capital of Provident of 253,378,601 shares; and b) the total shareholdings in Provident of Schroders, Coltrane, and M&G, who hold 37,066,152 Provident shares, 9,879,504 Provident shares, and 4,233,066 Provident shares, respectively.

Enquiries

Provident Financial plc, Tel: [phone]
Patrick Snowball, Chairman
Malcolm Le May, Chief Executive Officer
Gary Thompson / Vicki Turner, Investor Relations, Tel:[phone]
Richard King, Media, Tel:[phone]

Barclays (Joint Lead Financial Adviser and Corporate Broker to Provident)
Richard Taylor, Tel: [phone]
Kunal Gandhi
Francesco Ceccato
Derek Shakespeare

J.P. Morgan Cazenove (Joint Lead Financial Adviser and Corporate Broker to Provident)
Ed Byers, Tel:[phone]
Jeremy Capstick
Claire Brooksby
James Robinson

Jefferies (Financial Adviser to Provident)
Graham Davidson, Tel:[phone]
Philip Noblet
Barry O'Brien

Brunswick (PR Adviser to Provident)
Nick Cosgrove, Tel: [phone]
Charles Pretzlik
Simone Selzer

Further Information

Barclays Bank PLC, acting through its Investment Bank ('Barclays'), which is authorised by the Prudential Regulation Authority (the 'PRA') and regulated in the United Kingdom by the Financial Conduct Authority (the 'FCA') and the PRA, is acting exclusively as corporate broker and financial adviser for Provident and no one else and will not be responsible to anyone other than Provident for providing the protections afforded to clients of Barclays nor for providing advice in relation to any matter referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom. J.P. Morgan Cazenove is acting exclusively as corporate broker and financial adviser to Provident 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 Provident for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Jefferies International Limited ('Jefferies'), which is authorised and regulated in the United Kingdom by the FCA, is acting for Provident and no one else in connection with the matters set out in this announcement. In connection with such matters, Jefferies will not regard any other person as their client, and will not be responsible to anyone other than Provident for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.

Forward looking statements

This announcement may contain certain 'forward looking statements' regarding the financial position, business strategy or plans for future operations of Provident. All statements other than statements of historical fact included in this document may be forward looking statements. Forward looking statements also often use words such as 'believe', 'expect', 'estimate', 'intend', 'anticipate' and words of a similar meaning. By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond Provident's ability to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this document. Provident does not assume any obligation to, and does not intend to, revise or update these forward looking statements, except as required pursuant to applicable law or regulation.

Important Notices

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Provident website atwww.providentfinancial.comby no 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.

This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.