TIDMOSB
RNS Number : 6063S
Citigroup Global Markets Limited
03 October 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN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
3 October 2017
Accelerated bookbuild offering of approx. 20 million existing
shares in OneSavings Bank Plc
Citigroup Global Markets Limited ("Citi") and Credit Suisse
Securities (Europe) Limited ("Credit Suisse") announce the launch
of an accelerated bookbuild offering to institutional investors
(the "Transaction") of approximately 20 million existing ordinary
shares in OneSavings Bank Plc ("OneSavings Bank") (representing
approximately 8% of OneSavings Bank's issued share capital) on
behalf of funds managed and advised by J.C. Flowers & Co. LLC
(the "JCF Funds").
Bookbuilding will commence immediately. Citi and Credit Suisse
are acting as joint global coordinators and joint bookrunners in
the Transaction. N M Rothschild & Sons Limited ("Rothschild")
is acting as the sole financial adviser to J.C. Flowers & Co.
LLC on the Transaction. A further announcement will be made
following completion of the bookbuilding and pricing of the
Transaction.
In parallel with the bookbuild, a number of existing ordinary
shares in OneSavings Bank held on behalf of the JCF Funds equal to
approx. 6% of the number to be sold under the bookbuild process
("Investor Shares") will be distributed to certain investors in the
JCF Funds ("Investors"). For the avoidance of doubt, these Investor
Shares are separate from and would be distributed in addition to
the shares to be 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, will
be given by the JCF Funds.
OneSavings Bank will not receive any proceeds from the
Transaction.
Enquiries:
Citigroup Global Markets Limited
Alex Carter
Suneel Hargunani
John Sandhu
Robert Redshaw +44 (0) 20 7500 5000
Credit Suisse Securities (Europe) Limited
George Maddison
Stephane Gruffat
Omri Lumbroso +44 (0) 20 7888 8888
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 of America, 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 of America,
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
financial 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, alliance
partners, 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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