TIDMOSB
RNS Number : 1760G
Citigroup Global Markets Limited
25 May 2017
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND NOT AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA.
PRESS RELEASE
25 May 2017
Accelerated bookbuild offering of 25 million existing shares in
OneSavings Bank Plc
Further to the announcement released on 24 May 2017, Citigroup
Global Markets Limited ("Citi") and Credit Suisse Securities
(Europe) Limited ("Credit Suisse") announce that funds managed and
advised by J.C. Flowers & Co. LLC (the "JCF Funds") have sold
25,000,000 shares in OneSavings Bank Plc, representing approx. 10%
of the share capital in the company. The shares were sold at 438
pence per share, equating to gross proceeds of approximately GBP110
million for JCF Funds.
The proceeds of the Placing are payable in cash on usual
settlement terms, and closing of the Placing is expected to occur
on a T+2 basis on 30 May 2017, subject to the satisfaction or
waiver of certain customary conditions. Citi and Credit Suisse are
acting as joint global coordinators and joint bookrunners in the
transaction and N M Rothschild & Sons Limited ("Rothschild") is
acting as the sole financial adviser to J.C. Flowers & Co. LLC
on the transaction.
As previously disclosed, a number of existing shares in
OneSavings Bank Plc held on behalf of the JCF Funds equal to
approx. 0.6% of the share capital of the company ("Investor
Shares") have been distributed to certain investors in the JCF
Funds ("Investors"). For the avoidance of doubt, these Investor
Shares are separate and in addition to the shares sold under the
bookbuild arrangements.
Lock-up commitments for the period of 90 days from the closing
of the transaction, subject to certain customary exceptions, have
been given by the JCF Funds.
OneSavings Bank Plc will not receive any proceeds from the
transaction.
Enquiries:
Citigroup Global Markets Limited +44 (0) 20 7500 5000
Alex Carter
Suneel Hargunani
John Sandhu
Robert Redshaw
Credit Suisse Securities (Europe) Limited +44 (0) 20 7888 8888
George Maddison
Stephane Gruffat
Omri Lumbroso
IMPORTANT NOTICE
This announcement is for information purposes only and shall not
constitute or form part of an offer to buy, sell, issue, acquire or
subscribe for, or the solicitation of an offer to buy, sell, issue,
acquire or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of such jurisdictions.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. The offer
and sale of shares referred to herein has not been and will not be
registered under the US Securities Act of 1933 (the "Securities
Act") or under the applicable securities laws of Australia, Canada,
Japan or South Africa. Absent registration under the Securities Act
or an exemption from the registration requirements of the
Securities Act, the shares referred to herein may not be offered or
sold in the United States, and subject to certain exceptions, the
shares referred to herein may not be offered or sold in Australia,
Canada, Japan or South Africa. There will be no public offer of the
shares in the United States, Australia, Canada, Japan, South Africa
or any other jurisdiction.
In member states of the European Economic Area which have
implemented the Prospectus Directive (each, a 'Relevant Member
State'), this announcement and any offer if made subsequently is
directed exclusively at persons who are 'qualified investors'
within the meaning of the Prospectus Directive ('Qualified
Investors'). For these purposes, the expression 'Prospectus
Directive' means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression '2010 PD
Amending Directive' means Directive 2010/73/EU. In the United
Kingdom, this announcement is directed exclusively at Qualified
Investors (i) who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the 'Order') or (ii) who fall within Article 49(2)(A) to
(D) of the Order, or (iii) to whom it may otherwise lawfully be
communicated.
No prospectus or offering document has been or will be prepared
in connection with the Transaction. Any investment decision to buy
securities in the Transaction must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by any of
the JCF Funds, J.C. Flowers & Co. LLC, Citi, Credit Suisse,
Rothschild and/or any of their respective affiliates.
Citi and Credit Suisse, which are authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority, are acting
exclusively for OSB Holdco Limited and no-one else in connection
with the offering. Citi and Credit Suisse will not regard any other
person as its clients in relation to the offering and will not be
responsible to anyone other than OSB Holdco Limited for providing
the protections afforded to its clients, nor for providing advice
in relation to the offering, the contents of this announcement or
any transaction, arrangement or other matter referred to
herein.
Rothschild, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting for J.C. Flowers
& Co. LLC and no-one else in connection with the Transaction.
Rothschild will not regard any other person as its client(s) in
relation to the Transaction and will not be responsible to any
person(s) other than J.C. Flowers & Co. LLC for providing
protections afforded to clients of Rothschild nor for providing
advice in relation to the Transaction, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
In connection with any offering of the shares, each of Citi,
Credit Suisse and any of their respective affiliates acting as an
investor for their own account may take up as a proprietary
position any shares and in that capacity may retain, purchase or
sell for their own accounts such shares. In addition they may enter
into financing arrangements and swaps with investors in connection
with which they may from time to time acquire, hold or dispose of
shares. They 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.
None of Citi, Credit Suisse, Rothschild, nor any of their
respective directors, officers, employees, affiliates, advisers
and/or agents accepts any responsibility or liability whatsoever
for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from this
announcement) or any other information relating to OneSavings Bank
or J.C. Flowers & Co. LLC or any of their respective
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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May 25, 2017 02:01 ET (06:01 GMT)
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