OSB Osb Group Plc

 
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 
 
   3 October 2019 
 
   Recommended all-share combination 
 
   of 
 
   OneSavings Bank plc 
 
   and 
 
   Charter Court Financial Services Group plc 
 
   Scheme sanctioned by Court 
 
   Charter Court Financial Services Group plc ("Charter Court") and 
OneSavings Bank plc ("OSB") are pleased to announce that the Court has 
today sanctioned the Scheme by which the recommended all-share 
combination of Charter Court and OSB is being implemented. 
 
   The Scheme will become effective upon the Scheme Court Order being 
delivered to the Registrar of Companies, which is expected to take place 
tomorrow, 4 October 2019. 
 
   The last day of dealings in, and for registration of transfers of, 
Charter Court Shares will be tomorrow, 4 October 2019. No transfers of 
Charter Court Shares will be registered after 4.30 p.m. tomorrow. 
 
   Following the Scheme becoming effective, Charter Court Shareholders on 
the register at the Scheme Record Time, being 6.00 p.m. on 4 October 
2019, will receive 0.8253 New OSB Shares for each Charter Court Share 
held. 
 
   Application has been made to the Financial Conduct Authority and the 
London Stock Exchange in relation to the admission of 199,643,055 New 
OSB Shares to listing on the premium listing segment of the Official 
List and to trading on the London Stock Exchange's main market for 
listed securities, which is expected to take place by 8:00 a.m. on 7 
October 2019. 
 
   It is expected that trading in Charter Court Shares on the Main Market 
of the London Stock Exchange and the listing of Charter Court Shares on 
the Official List of the Financial Conduct Authority will be suspended 
before markets open on 7 October 2019 and the listing of Charter Court 
Shares will be cancelled with effect from 8.00 a.m. on 8 October 2019. 
 
   All references to times in this announcement are to London time, unless 
otherwise stated. 
 
   Defined terms used but not defined in this announcement have the 
meanings set out in the Scheme Document dated 15 May 2019. 
 
   The person responsible for arranging the release of this announcement of 
behalf of Charter Court is Sebastien Maloney, Chief Financial Officer 
and the person responsible for arranging the release of this 
announcement on behalf of OSB is Jason Elphick, Company Secretary. 
 
   Enquiries: 
 
   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 
 
   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 
 
   Linklaters LLP are retained as legal adviser to Charter Court. Slaughter 
and May are retained as legal advisor to OSB. 
 
   Important Notices 
 
   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. 
 
   N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised 
and regulated by the FCA in the United Kingdom, is acting exclusively 
for OSB and for no one else in connection with the Combination and will 
not be responsible to anyone other than OSB for providing the 
protections afforded to its clients or for providing advice in 
connection with the Combination. 
 
   Barclays Bank PLC, acting through its Investment Bank, ("Barclays"), 
which is authorised by the PRA and regulated in the United Kingdom by 
the FCA and the PRA, is acting exclusively for OSB and no one else in 
connection with 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. 
 
   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 whole 
or in part) in, into or from certain jurisdictions may be restricted by 
law. Persons who are not resident in the United Kingdom or the United 
States or who are subject to the laws and/or regulations of other 
jurisdictions should inform themselves of, and should observe, any 
applicable requirements. Any failure to comply with these requirements 
may constitute a violation of the securities laws of any such 
jurisdiction. To the fullest extent permitted by applicable law, the 
companies and persons involved in the Combination disclaim any 
responsibility or liability for the violation of such requirements by 
any person. 
 
   Unless otherwise determined by OSB or required by the Code, and 
permitted by applicable law and regulation, the Combination will not be 
made available, directly or indirectly, in, into or from a jurisdiction 
where to do so would violate the laws in that jurisdiction, and no 
person may vote in favour of the Combination by any such use, means, 
instrumentality or form within any jurisdiction if to do so would 
constitute a violation of the laws of that Restricted Jurisdiction. 
Accordingly, copies of this announcement and all documents relating to 
the Combination are not being, and must not be, directly or indirectly, 
mailed or otherwise forwarded, distributed or sent in, into or from a 
Restricted Jurisdiction where to do so would violate the laws in that 
jurisdiction, and persons receiving this announcement and all documents 
relating to the Combination (including custodians, nominees and 
trustees) must not mail or otherwise distribute or send them in, into or 
from any Restricted Jurisdictions where to do so would violate the laws 
in that jurisdiction. Any person (including, without limitation, any 
custodian, nominee and trustee) who would, or otherwise intends to, or 
who may have a contractual or legal obligation to, forward this 
announcement and/or any other related document to any jurisdiction other 
than the United Kingdom or the United States should inform themselves of, 
and observe, any applicable legal or regulatory requirements of their 
jurisdiction. 
 
   If the Combination is implemented by way of an Offer (unless otherwise 
permitted by applicable law and regulation), the Offer may not be made, 
directly or indirectly, in or into, or by the use of mails or any means 
or instrumentality (including, but not limited to, facsimile, email or 
other electronic transmission, telex or telephone) of interstate or 

foreign commerce of, or any facility of a national, state or other 
securities exchange of any Restricted Jurisdiction, and the Offer may 
not be capable of acceptance by any such use, means, instrumentality or 
facility. 
 
   The availability of the New OSB Shares under the Combination to Charter 
Court Shareholders who are not resident in the United Kingdom or the 
United States may be affected by the laws of the relevant jurisdictions 
in which they are resident. Persons who are not resident in the United 
Kingdom or the United States or who are subject to the laws and/or 
regulations of another jurisdiction should inform themselves of, and 
should observe, any applicable legal and/or regulatory requirements. 
 
   Each Charter Court Shareholder is urged to consult his or her 
independent professional adviser immediately regarding the tax 
consequences of the Combination. 
 
   Disclosure requirements of the Takeover Code (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 pm 
(London time) on the 10th business day following the commencement of the 
offer period and, if appropriate, by no later than 3.30 pm (London time) 
on the 10th 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 pm (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 http://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. 
 
   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 4 October 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 is GB00BD822578. 
 
   OneSavings Bank plc LEI: 213800WTQKOQI8ELD692 
 
   Charter Court Financial Services Group plc LEI: 213800LWUMOSRMT5G527 
 
 
 
 

(END) Dow Jones Newswires

October 03, 2019 10:00 ET (14:00 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