TIDMCCFS TIDMOSB
RNS Number : 3804S
Charter Court Financial Svs Grp PLC
11 March 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF
THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS
ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT
AN OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
11 March 2019
Charter Court Financial Services Group plc ("Charter Court") and
OneSavings Bank plc ("OSB")
Statement regarding a potential all-share combination of Charter
Court and OSB
The Boards of Charter Court and OSB note recent speculation in
relation to Charter Court and OSB and confirm that they are in
advanced discussions regarding a possible all-share combination of
the two companies (the "Possible Combination").
Under the proposed terms, OSB would acquire all the issued and
to be issued ordinary share capital of Charter Court on the basis
of an exchange ratio of 0.8253 new OSB shares for each Charter
Court share. On this basis, on completion of the Possible
Combination, OSB shareholders would hold approximately 55% and
Charter Court shareholders would hold approximately 45%(1) of the
combined group.
It is proposed that Andy Golding, currently CEO of OSB, will
become CEO of the combined group.
The Boards of Charter Court and OSB believe that the Possible
Combination has the potential to create material shareholder value
and has a compelling strategic and financial rationale. In
particular, the Boards of Charter Court and OSB believe that the
Possible Combination would create a highly compelling opportunity
to:
-- create a leading specialist mortgage lender in the UK with
greater scale and resources to deploy on growth opportunities;
-- leverage complementary strengths to create a comprehensive
and diversified platform across product capabilities, brands and
team cultures;
-- leverage complementary underwriting capabilities to enhance the customer proposition;
-- establish a well-balanced, resilient and diversified retail-wholesale funding platform;
-- maintain two leading, independent broker distribution
platforms to create an enhanced proposition to the broker
community; and
-- maintain operational centres of excellence to drive service levels and platform efficiency.
Subject to the successful outcome of ongoing discussions, the
Boards of OSB and Charter Court expect to recommend the Possible
Combination to their respective shareholders.
An announcement of a firm intention to make an offer on a
recommended basis by OSB under Rule 2.7 of the Code remains
conditional on, inter alia, agreement on the terms and conditions
of the Possible Combination, satisfactory completion of customary
mutual due diligence, final approval by the Boards of OSB and
Charter Court, and the unanimous and unconditional recommendation
of the Possible Combination by the Board of Charter Court. Each of
OSB and Charter Court reserves the right to waive any or all of
their respective pre-conditions, in whole or in part.
A further announcement will be made as and when appropriate.
Notes
It is currently intended that the proposed transaction would be
structured as an offer by OSB for Charter Court. Consequently, in
accordance with Rule 2.6(a) of the Code, OSB is required, by not
later than 5.00 p.m. on 6 April 2019, either to announce a firm
intention to make an offer for Charter Court in accordance with
Rule 2.7 of the Code or to announce that it does not intend to make
an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can
be extended with the consent of the Panel on Takeovers and Mergers
in accordance with Rule 2.6(c) of the Code.
This announcement does not amount to an announcement of a firm
intention to make an offer and accordingly there can be no
certainty that an offer will be made even if the pre-conditions
referred to above are satisfied or waived. Any transaction would be
subject to requisite regulatory approvals including the approval of
the Prudential Regulation Authority, approval by OSB shareholders
(as the Possible Combination would represent a Class 1 transaction
for OSB under the Listing Rules) and Charter Court shareholders, as
well as other customary terms and conditions.
OSB reserves the right to make an offer for Charter Court on
less favourable terms than those set out in this announcement: (i)
with the agreement or recommendation of the Charter Court Board;
(ii) if a third party announces a firm intention to make an offer
for Charter Court which, at that date, is of a value less than the
value implied by the Possible Combination; or (iii) following the
announcement by Charter Court of a whitewash transaction pursuant
to the Code. OSB reserves the right to introduce other forms of
consideration and/or vary the mix or composition of consideration
of any offer. OSB reserves the right to adjust the terms of the
Possible Combination to take account of the value of any dividend
or other distribution which is announced, declared, made or paid by
either party after the date of this announcement to the extent that
such dividends are outside the ordinary course of business of, or
inconsistent with the stated dividend policy of, OSB or Charter
Court, as the case may be. This announcement has been made with the
consent of OSB.
Enquiries
For further information please contact:
Charter Court Financial Services Group plc +44 (0) 19 0262
5929
Sebastien Maloney
RBC Capital Markets
+44 (0) 20 7653 4000
(Joint Financial Adviser and Corporate Broker to Charter
Court)
Oliver Hearsey
Kevin J. Smith
Daniel Werchola
Steve Winter
Credit Suisse +44 (0) 20 7888 8888
(Joint Financial Adviser to Charter Court)
George Maddison
Gaurav Parkash
Joe Hannon
Max Mesny
Citigate Dewe Rogerson +44 (0) 207 638 9571
Sandra Novakov / Michael Russell
Andrew Hey / Caroline Merrell
OneSavings Bank plc
+44 (0) 163 483 8973
Alastair Pate
Rothschild & Co +44 (0) 207 280 5000
(Financial Adviser to OSB)
Stephen Fox
Toby Ross
Guy Luff
Barclays
(Financial Adviser and Corporate Broker to OSB) +44 (0) 207 623
2323
Kunal Gandhi
Francesco Ceccato
Derek Shakespeare
Brunswick
(PR adviser to OSB) +44 (0) 207 404 5959
Robin Wrench
Simone Selzer
Important notice
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
Disclaimer
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting for Charter Court and no
one else in connection with the Possible Combination or any other
matter referred to in this announcement and will not be responsible
to anyone other than Charter Court for providing the protections
afforded to clients of RBC Capital Markets, or for providing advice
in connection with the Possible Combination or any other matter
referred to in this announcement.
Credit Suisse International ("Credit Suisse"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting as financial adviser exclusively for
Charter Court and no one else in connection with the matters set
out in this Announcement and will not be responsible to any person
other than Charter Court for providing the protections afforded to
clients of Credit Suisse, nor for providing advice in relation to
the content of this announcement or any matter referred to herein.
Neither Credit Suisse 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 Credit Suisse in connection with this announcement, any
statement contained herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting for OSB and no one else
in relation to the matters referred to in this announcement and
will not be responsible to anyone other than OSB for providing the
protections afforded to clients of Rothschild & Co nor for
providing advice in relation to the Potential Combination.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulatory
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for OSB and no one else in relation to the
Possible Combination and will not be responsible to anyone other
than OSB for providing the protections afforded to its clients nor
for providing advice in relation to the Possible Combination or any
other matter referred to in this announcement.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in OSB
and Charter Court securities on the London Stock Exchange. These
purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the tenth 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 Code, any person who is, or becomes,
interested in 1% 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 p.m. (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 Takeover 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Overseas jurisdictions
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. The information
disclosed in this announcement 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.
The shares mentioned in this announcement (the "Shares") have
not been and will not be registered under the US Securities Act or
under the securities laws of any state or other jurisdiction of the
United States. Accordingly, the Shares may not be offered, sold,
resold, delivered, distributed or otherwise transferred, directly
or indirectly, in or into the United States absent registration
under the US Securities Act of 1933 or an exemption therefrom.
There will be no public offer of Shares in the United States.
Additional information
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, at www.chartercourtfs.co.uk and www.osb.co.uk by no
later than 12 noon London time on the business day following this
announcement. The content of the websites referred to in this
announcement is not incorporated into and does not form part of
this announcement.
In accordance with Rule 2.9 of the Code, Charter Court confirms
that, as at the date of this announcement, it has in issue
239,320,419 ordinary shares of 1 pence each in issue and admitted
to trading on the London Stock Exchange. The International
Securities Identification Number for the ordinary shares of Charter
Court is GB00BD822578 and Charter Court's LEI number is
213800LWUMOSRMT5G527. The person responsible for arranging for the
release of this announcement on behalf of Charter Court is
Sebastien Maloney, Chief Financial Officer.
In accordance with Rule 2.9 of the Code, OSB confirms that, as
at the date of this announcement, it has in issue 244,487,537
ordinary shares of 1 pence each in issue and admitted to trading on
the London Stock Exchange. The International Securities
Identification Number for the ordinary shares of OSB is
GB00BM7S7K96 and OSB's LEI number is 213800WTQKOQI8ELD692. The
person responsible for arranging for the release of this
announcement on behalf of OSB is Jason Elphick, Group General
Counsel and Company Secretary.
(1) Based on an issuance of 201,018,508 new OSB shares for
Charter Court's 243,570,227 ordinary shares on a fully diluted
basis (including 239,320,419 Charter Court ordinary shares
currently in issue (as at the date of this announcement) and a
maximum of 4,249,808 Charter Court ordinary shares which may be
issued on or after the date of this announcement on the exercise of
options or vesting of awards under Charter Court's share schemes
(based on outstanding options and awards as at the date of this
announcement), giving a pro forma share count for the combined
group of 445,506,045. The actual number of Charter Court ordinary
shares issued under Charter Court's share schemes should the
Possible Combination proceed will be affected by the application of
performance conditions and time pro rating.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OFDLLFIEVEIILIA
(END) Dow Jones Newswires
March 11, 2019 03:00 ET (07:00 GMT)
Osb (LSE:OSB)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Osb (LSE:OSB)
Historical Stock Chart
Von Jul 2023 bis Jul 2024