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 
 
   7 October 2019 
 
   Recommended all-share combination 
 
   of 
 
   OneSavings Bank plc 
 
   and 
 
   Charter Court Financial Services Group plc 
 
   Completion of the Combination 
 
   OneSavings Bank plc ("OSB") is pleased to announce that it has completed 
the recommended all-share combination of OSB and Charter Court Financial 
Services Group plc ("Charter Court"). 199,643,055 New OSB Shares were 
admitted 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 with effect from 8.00 a.m. today, 7 October 2019. 
 
   Commenting on the completion of the Combination, Andy Golding, CEO of 
the Combined Group, said: 
 
   "We are very pleased to announce the completion of the combination of 
OneSavings Bank with Charter Court Financial Services, creating a 
leading specialist mortgage lender in the UK with greater scale and 
resources to deploy in growth opportunities. This brings together the 
complementary strengths of both organisations, across products, brands 
and expertise, positioning the new group to continue to deliver for our 
customers and shareholders. I would like to thank everyone in the team 
who has worked so hard to make this possible and I am excited about the 
future potential of this business." 
 
   Admission of New OSB Shares and total voting rights 
 
   Following the admission of the New OSB Shares and in accordance with the 
Financial Conduct Authority's Disclosure Guidance and Transparency Rule 
5.6.1R, OSB hereby notifies the market that OSB's issued share capital 
as at today, 7 October 2019, consisted of 444,919,559 ordinary shares of 
one pence each. OSB does not hold any shares in treasury. Therefore, the 
total number of voting rights in OSB is 444,919,559. This figure may be 
used by shareholders as the denominator for the calculations by which 
they will determine if they are required to notify their interest in, or 
a change to their interest in, OSB under the Financial Conduct 
Authority's Disclosure Guidance and Transparency Rules. 
 
   A separate announcement has been made regarding the suspension of 
trading of Charter Court Shares. 
 
   Appointment of directors to the board of OSB 
 
   With effect from 4 October 2019, Sir Malcolm Williamson has been 
appointed to the OSB Board as Chairman of the Combined Group, Noël 
Harwerth has been appointed to the OSB Board as Senior Independent 
Director, Rajan Kapoor has been appointed to the OSB Board as Chair of 
the Audit Committee and Tim Brooke and Ian Ward have been appointed to 
the OSB Board as non-executive directors of the Combined Group. 
 
   Biographical details for each of these directors and details of their 
appointments are contained in the OSB Prospectus published in connection 
with the Combination on 15 May 2019. No other information is required to 
be disclosed pursuant to Listing Rule 9.6.13R of the Listing Rules of 
the Financial Conduct Authority, other than as already stated in the OSB 
Prospectus, this announcement and the announcement by OSB and Charter 
Court on 4 October 2019 confirming the resignation of certain other 
directors as directors of Charter Court. 
 
   Capitalised terms used but not otherwise defined in this announcement 
have the meanings given to them in the scheme document published on 15 
May 2019 in relation to the Combination. 
 
   Other 
 
   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 on 
behalf of OSB is Jason Elphick, Company Secretary. 
 
   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 
 
   Slaughter and May are retained as legal adviser to OSB. 
 
   Important Notices 
 
   N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised 
and regulated by the Financial Conduct Authority 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 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 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. 
 
   Publication on Website 
 
   A copy of this announcement will be made available on OSB's and  Charter 
Court's websites at www.osb.com and www.chartercourtfs.co.uk 
respectively by no later than 12 noon (London time) on 8 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. 
 
   OneSavings Bank plc LEI: 213800WTQKOQI8ELD692 
 
 
 
 
 
 
 
 

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