ONESAVINGS BANK PLC Combination Update -- Competition Clearance
30 Juli 2019 - 8:08AM
UK Regulatory
TIDMOSB
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 THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
LEI: 213800WTQKOQI8ELD692
30 July 2019
Recommended all-share combination
of
OneSavings Bank plc
and
Charter Court Financial Services Group plc
Combination Update -- Competition Clearance
On 14 March 2019, the Boards of OneSavings Bank plc ("OSB") and Charter
Court Financial Services Group plc ("Charter Court") announced that they
had reached agreement on the terms of a recommended all-share
combination for the entire issued and to be issued share capital of
Charter Court (the "Combination"). The full terms and conditions of the
Combination are set out in the scheme document which was published on 15
May 2019 (the "Scheme Document").
In particular, the Combination remained subject to the conditions set
out in Part III of the Scheme Document, which stated that the
Combination was conditional (amongst other things) on the Competition
and Markets Authority (the "CMA") confirming, in terms reasonably
satisfactory to OSB, that the Combination or any matter arising
therefrom or related thereto or any part of it will not be subject to a
reference under sections 22 or 33 of the Enterprise Act 2002 (the "CMA
Condition").
OSB and Charter Court are pleased to confirm that, on 30 July 2019, the
CMA announced that it does not intend to refer the Combination under the
provisions of the Enterprise Act 2002 and that the CMA's clearance was
unconditional.
The CMA Condition has therefore been satisfied.
Completion of the Combination remains subject to other outstanding
conditions, including receipt of regulatory approvals from the FCA and
PRA. Further announcements will be made as necessary in due course.
Terms used but not defined in this announcement have the meanings given
in the Scheme Document unless the context requires otherwise.
The person responsible for arranging the release of this announcement on
behalf of OSB is Jason Elphick, Company Secretary and the person
responsible for arranging the release of this announcement of behalf of
Charter Court is Sebastien Maloney, Chief Financial Officer.
Further information
Enquiries:
OneSavings Bank plc
Alastair Pate, Group Head of Investor Relations:
Tel: +44 (0) 16 3483 8973
Rothschild & Co (Financial Adviser and Sponsor to OSB)
Stephen Fox Tel: +44 (0) 20 7280 5000
Toby Ross
Guy Luff
James Ford
Barclays (Financial Adviser and Corporate Broker to OSB)
Kunal Gandhi Tel: +44 (0) 20 7623 2323
Francesco Ceccato
Derek Shakespeare
Brunswick (Financial PR Adviser to OSB)
Robin Wrench Tel: +44 (0) 20 7404 5959
Simone Selzer
Charter Court Financial Services Group plc
Sebastien Maloney Tel: +44 (0) 19 0262 5929
RBC Capital Markets (Joint Financial Adviser and Corporate Broker to
Charter Court)
Oliver Hearsey Tel: +44 (0) 20 7653 4000
Kevin J. Smith
Daniel Werchola
Steve Winter
Credit Suisse (Joint Financial Adviser to Charter Court)
George Maddison Tel: +44 (0) 20 7888 8888
Gaurav Parkash
Joe Hannon
Max Mesny
Citigate Dewe Rogerson (Financial PR Adviser to Charter Court)
Andrew Hey Tel: +44 (0) 20 7638 9571
Caroline Merrell
Important Notices
N. M. Rothschild & Sons Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for OSB and no one else in relation to the contents of this
Announcement, the Combination, Admission or any other matters referred
to in this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to the
Combination, Admission or any other 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 contents of this Announcement, the
Combination, Admission or any other matters referred to in this
Announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on Rothschild & Co under FSMA or the regulatory
regime established thereunder, neither Rothschild & Co nor any of its
affiliates accept any responsibility or liability whatsoever for, nor
make any representation or warranty, express or implied, concerning the
contents of this Announcement, including its accuracy, completeness or
verification, or for any other statement made or purported to be made by
OSB or on OSB's behalf, or by Rothschild & Co, or on Rothschild & Co's
behalf in connection with the Combination, the New OSB Shares or
Admission and nothing in this Announcement is, or shall be relied upon
as, a promise or representation in this respect, whether as to the past
or future. To the fullest extent permitted by law, Rothschild & Co and
its affiliates disclaim all and any duty, liability or responsibility
whatsoever (whether direct or indirect and whether in contract, in tort,
under statute or otherwise) which it might otherwise have in respect of
this Announcement or any such statement.
Barclays Bank PLC, acting through its Investment Bank, ("Barclays")
which is authorised by the Prudential Regulation 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 Combination and will not be responsible to
anyone other than OSB for providing the protections afforded to its
clients nor for providing advice in connection with the Combination or
any other matter referred to in this Announcement.
RBC Europe Limited (trading as RBC Capital Markets) ("RBC Capital
Markets"), which is authorised by the Prudential Regulation Authority
and regulated in the UK by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting as financial adviser
exclusively for Charter Court and no one else in connection with the
Combination and will not be responsible to anyone other than Charter
Court for providing the protections afforded to clients of RBC Capital
Markets, nor for providing advice in connection with the Combination or
any matter referred to herein.
Credit Suisse International ("Credit Suisse"), which is authorised by
the Prudential Regulation Authority and regulated in the UK by the
Financial Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser exclusively for Charter Court and no one
else in connection with the Combination and will not be responsible to
anyone 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 the Combination.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any securities
or the solicitation of an offer to buy any securities, pursuant to the
Combination or otherwise. The Combination will be made solely by means
of the Scheme Document or any document by which the Combination is made
which will contain the full terms and conditions of the Combination,
including details of how to vote in respect of the Combination.
This announcement has been prepared for the purpose of complying with
English law and the Takeover 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
England and Wales.
Overseas Shareholders
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 such
requirements may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law,
the companies and other persons involved in the Combination disclaim any
responsibility or liability for any violation of such restrictions by
any person. 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 documentation relating to the
Combination are not being, and must not be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed or sent in or
into or from any 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 any
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and any documents
relating to the Combination (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in, into or
from such jurisdictions where to do so would violate the laws in that
jurisdiction.
Publication on Website
A copy of this announcement will be made available on Charter Court's
and OSB's websites at www.chartercourtfs.co.uk and www.osb.com
respectively by no later than 12 noon (London time) on 31 July 2019. For
the avoidance of doubt, the contents of those websites are not
incorporated and do not form part of this announcement.
Other
The International Securities Identification Number for OSB is
GB00BM7S7K96 and the International Securities Identification Number for
Charter Court Shares is GB00BD822578.
(END) Dow Jones Newswires
July 30, 2019 02:08 ET (06:08 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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