TIDMOSB
OneSavings Bank plc Announces Cash Tender Offer for its
GBP60,000,000 Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (EUWA).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT
OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED) OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW).
27 September 2021. OneSavings Bank plc (the Offeror) announces
today an invitation to holders of its outstanding GBP60,000,000
Fixed Rate Resetting Perpetual Subordinated Contingent Convertible
Securities (ISIN: XS1617418501) (the Securities) to tender such
Securities for purchase by the Offeror for cash (such invitation,
the Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 27
September 2021 (the Tender Offer Memorandum) prepared by the
Offeror in connection with the Offer, and is subject to the offer
restrictions set out below, as more fully described in the Tender
Offer Memorandum. For detailed terms of the Offer, please refer to
the Tender Offer Memorandum, copies of which are (subject to
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in the Tender
Offer Memorandum.
Summary of the Offer
A summary of certain of the terms of the Offer appears
below:
Description ISIN / First Optional Outstanding Purchase Amount subject
of the Securities Common Code Call Date Principal Amount Price to the Offer
GBP60,000,000 Fixed XS1617418501 25 May 2022 GBP60,000,000 105.750 per Any and all
Rate Resetting Perpetual / 161741850 cent.
Subordinated Contingent
Convertible Securities
Rationale for the Offer
The purpose of the Offer is to provide liquidity for investors
in the Securities and to proactively manage the refinancing of the
Securities in conjunction with an issue of new additional tier 1
securities. The Offeror intends to consider future optional
redemption rights in respect of the Securities on an economic
basis, considering current and future regulatory value, relative
funding cost, rating agency considerations, regulatory developments
and having regard to the prevailing circumstances at the relevant
time.
Securities purchased by the Offeror pursuant to the Offer are
expected to be cancelled and will not be re-issued or resold.
Details of the Offer
Purchase Price
The Offeror will pay for any Securities validly tendered and
accepted for purchase by it pursuant to the Offer, a cash purchase
price (expressed as a percentage, the Purchase Price) equal to
105.750 per cent. of the principal amount of such Securities.
Accrued Interest
The Offeror will also pay an Accrued Interest Payment in respect
of any Securities accepted by it for purchase pursuant to the
Offer.
Any and All Offer
If the Offeror decides to accept valid tenders of any Securities
for purchase pursuant to the Offer, it will accept for purchase all
Securities that are validly tendered in full, with no pro rata
scaling, subject to the satisfaction (or waiver) of the New Issue
Condition.
New Issue Condition
Concurrently with the announcement of the Offer, OSB GROUP PLC
(the Issuer) intends to launch a proposed issue of new additional
tier 1 securities (the New Securities), subject to market
conditions.
Whether the Offeror will purchase any Securities validly
tendered in the Offer is subject, without limitation, to the
successful completion (in the sole determination of the Offeror) of
the issue of the New Securities (the New Issue Condition).
Even if the New Issue Condition is satisfied, the Offeror is
under no obligation to accept for purchase any Securities tendered
pursuant to the Offer. The acceptance for purchase by the Offeror
of Securities validly tendered pursuant to the Offer is at the sole
discretion of the Offeror, and tenders may be rejected by the
Offeror for any reason.
Any investment decision to purchase any New Securities should be
made solely on the basis of the information contained in the
offering memorandum to be prepared by the Issuer in connection with
the issue and listing of the New Securities (including any
amendment or supplement thereto, the Offering Memorandum), and no
reliance is to be placed on any representations other than those
contained in the Offering Memorandum. Subject to compliance with
applicable securities laws and regulations, a preliminary offering
memorandum (the Preliminary Offering Memorandum) dated on or about
27 September 2021 relating to the New Securities is available from
the Sole Dealer Manager on request.
For the avoidance of doubt, the ability to purchase New
Securities is subject to all applicable securities laws and
regulations in force in any relevant jurisdiction (including the
jurisdiction of the relevant Holder and the selling restrictions
set out in the Offering Memorandum). It is the sole responsibility
of each Holder to satisfy itself that it is eligible to purchase
the New Securities.
The New Securities are not being, and will not be, offered or
sold in the United States. Nothing in either this announcement or
the Tender Offer Memorandum constitutes an offer to sell or the
solicitation of an offer to buy the New Securities in the United
States or any other jurisdiction. Securities may not be offered,
sold or delivered in the United States absent registration under,
or an exemption from the registration requirements of, the United
States Securities Act of 1933, as amended (the Securities Act). The
New Securities have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, within the United States or to,
or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act).
Compliance information for the New Securities:
UK MiFIR professionals/ECPs-only/No UK PRIIPs KID -- eligible
counterparties and professional clients only (all distribution
channels). No sales to UK retail investors; no key information
document has been or will be prepared. EU MiFID
professionals/ECPs-only/No EU PRIIPS KID -- eligible counterparties
and professional clients only (all distribution channels). No sales
to EEA retail investors; no key information document has been or
will be prepared.
See the Preliminary Offering Memorandum for further
information.
No action has been or will be taken in any jurisdiction in
relation to the New Securities to permit a public offering of
securities.
Allocation of the New Securities
When considering allocation of the New Securities, the Issuer
may give preference to those Holders that, prior to such
allocation, have validly tendered or have given a firm intention to
the Sole Dealer Manager that they intend to tender their Securities
for purchase pursuant to the Offer. Therefore, a Holder that wishes
to subscribe for New Securities in addition to tendering its
existing Securities for purchase pursuant to the Offer may be
eligible to receive, at the sole and absolute discretion of the
Issuer, priority in the allocation of the New Securities, subject
to the issue of the New Securities and such Holder making a
separate application for the purchase of such New Securities to the
Sole Dealer Manager (in its capacity as a joint lead manager of the
issue of the New Securities) in accordance with the standard new
issue procedures of the Sole Dealer Manager. Any such preference
will, subject to the sole and absolute discretion of the Issuer, be
applicable up to the aggregate principal amount of Securities
tendered by such Holder (or in respect of which such Holder has
indicated a firm intention to tender as described above) pursuant
to the Offer. However, the Issuer is not obliged to allocate any
New Securities to a Holder that has validly tendered or indicated a
firm intention to tender its Securities for purchase pursuant to
the Offer and, if any such New Securities are allocated, the
principal amount thereof may be less or more than the principal
amount of Securities tendered by such Holder and accepted for
purchase by the Offeror pursuant to the Offer. Any such allocation
will also, among other factors, take into account the minimum
denomination of the New Securities (being GBP200,000).
All allocations of the New Securities, while being considered by
the Issuer as set out above, will be made in accordance with
customary new issue allocation processes and procedures in the sole
and absolute discretion of the Issuer. In the event that a Holder
validly tenders Securities pursuant to the Offer, such Securities
will remain subject to such tender and the conditions of the Offer
as set out in the Tender Offer Memorandum irrespective of whether
that Holder receives all, part or none of any allocation of New
Securities for which it has applied.
Holders should note that the pricing and allocation of the New
Securities are expected to take place prior to the Expiration
Deadline for the Offer and any Holder that wishes to subscribe for
New Securities in addition to tendering existing Securities for
purchase pursuant to the Offer should therefore provide, as soon as
practicable, to the Sole Dealer Manager any indications of a firm
intention to tender Securities for purchase pursuant to the Offer
and the quantum of Securities that it intends to tender.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest Payment pursuant to, the
Offer, Holders must validly tender their Securities for purchase by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender Agent by 4.00
p.m. (London time) on 4 October 2021 unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer
Memorandum (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
principal amount of Securities of no less than GBP1,000, and may be
submitted in integral multiples of GBP1,000 thereafter (including,
for the avoidance of doubt, in respect of a principal amount of
less than GBP200,000, being the minimum denomination of the
Securities).
Indicative timetable for the Offer
The anticipated transaction timetable is summarised below:
Events Times and Dates (All times
are London time)
Commencement of the Offer
Announcement of Offer. Tender Offer Memorandum 27 September 2021
available from the Tender Agent (subject
to the restrictions set out in "Offer and
Distribution Restrictions" below).
Expiration Deadline
Final deadline for receipt of valid Tender 4.00 p.m. on 4 October
Instructions by the Tender Agent in order 2021
for Holders to be able to participate in
the Offer.
Announcement of Results
Announcement by the Offeror of whether As soon as reasonably
it will accept (subject to the satisfaction on 5 October 2021
or waiver of the New Issue Condition on
or prior to the Settlement Date) valid
tenders of Securities for purchase pursuant
to the Offer and, if so accepted, the aggregate
principal amount of Securities accepted
for purchase.
Settlement Date
Subject to the satisfaction, or waiver, 7 October 2021
of the New Issue Condition, expected Settlement
Date for the Offer.
The Offeror may, in its sole discretion, extend, re-open, amend,
waive any condition of or terminate the Offer at any time (subject
to applicable law and as provided in the Tender Offer Memorandum)
and the above times and dates are subject to the right of the
Offeror to so extend, re-open, amend and/or terminate the
Offer.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Securities when such
intermediary would need to receive instructions from a Holder in
order for that Holder to be able to participate in, or (in the
limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Offer before the deadlines
specified above. The deadlines set by any such intermediary and
each Clearing System for the submission and revocation of Tender
Instructions will be earlier than the relevant deadlines set out
above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made by or on behalf of the Offeror by (i)
publication through the website of Euronext Dublin and (ii) the
delivery of notices to the Clearing Systems for communication to
Direct Participants. Such announcements may also be made (a) on the
relevant Reuters Insider Screen and/or (b) by the issue of a press
release to a Notifying News Service. Copies of all such
announcements, press releases and notices can also be obtained upon
request from the Tender Agent, the contact details for which are
below. Significant delays may be experienced where notices are
delivered to the Clearing Systems and Holders are urged to contact
the Tender Agent for the relevant announcements during the course
of the Offer. In addition, Holders may contact the Sole Dealer
Manager for information using the contact details below.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
NatWest Markets Plc is acting as the Sole Dealer Manager for the
Offer and Lucid Issuer Services Limited is acting as Tender
Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Sole Dealer Manager:
NatWest Markets Plc (Attention: Liability Management; Telephone:
+44 20 7678 5222; Email:
liabilitymanagement@natwestmarkets.com).
Questions and requests for assistance in connection with the
procedures for participating in the Offer, including the delivery
of Tender Instructions, may be directed to the Tender Agent:
Lucid Issuer Services Limited (Attention: Harry Ringrose;
Telephone: +44 20 7704 0880; Email: osb@lucid-is.com).
This announcement is released by the Offeror and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the EUWA (UK MAR), encompassing information relating to
the Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by Jens
Bech, Group Commercial Director of the Offeror and Alastair Pate,
Group Head of Investor Relations of the Offeror.
Issuer LEI: 213800ZBKL9BHSL2K459
Offeror LEI: 213800WTQKOQI8ELD692
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Holder is in any doubt as to the contents of this announcement
and/or the Tender Offer Memorandum or the action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose
Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to tender such Securities pursuant
to the Offer. The Sole Dealer Manager is acting exclusively for the
Offeror and no one else in connection with the arrangements
described in this announcement and the Tender Offer Memorandum and
will not be responsible to any Holder for providing the protections
which would be afforded to customers of the Sole Dealer Manager or
for advising any other person in connection with the Offer. None of
the Offeror, the Sole Dealer Manager or the Tender Agent or any
director, officer, employee, agent or affiliate of any such person
has made or will make any assessment of the merits and risks of the
Offer or of the impact of the Offer on the interests of the Holders
either as a class or as individuals, and none of them makes any
recommendation as to whether Holders should tender Securities
pursuant to the Offer. None of the Offeror, the Sole Dealer Manager
or the Tender Agent (or any of their respective directors,
officers, employees, agents or affiliates) is providing Holders
with any legal, business, tax or other advice in this announcement
and/or the Tender Offer Memorandum. Holders should consult with
their own advisers as needed to assist them in making an investment
decision and to advise them whether they are legally permitted to
tender Securities for cash.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in the Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement, the Tender Offer Memorandum and/or any other
materials relating to the Offer in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement,
the Tender Offer Memorandum and/or any other materials relating to
the Offer come(s) are required by each of the Offeror, the Sole
Dealer Manager and the Tender Agent to inform themselves about, and
to observe, any such restrictions.
Neither this announcement, the Tender Offer Memorandum nor the
electronic transmission thereof constitutes an offer to buy or a
solicitation of an offer to sell Securities (and tenders of
Securities in the Offer will not be accepted from Holders) in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and the
Sole Dealer Manager or its affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be
made by the Sole Dealer Manager or such affiliate, as the case may
be, on behalf of the Offeror in such jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Securities that would permit a public offering
of securities and the minimum denomination of the New Securities
will be GBP200,000.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to any U.S. person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a U.S. Person)).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Securities may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States or to any U.S. Person. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offer are not being, and must not be,
directly or indirectly mailed or otherwise transmitted, distributed
or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to any
persons located or resident in the United States or to any U.S.
Person, and the Securities cannot be tendered in the Offer by any
use, means, instrumentality or facility from or within or by
persons located or resident in the United States or by any U.S.
Person. Any purported tender of Securities in the Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Securities made by a person
located in the United States, a U.S. Person, by any person acting
for the account or benefit of a U.S. Person or any agent, fiduciary
or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be
invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
Persons. Securities may not be offered, sold or delivered in the
United States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New
Securities have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, within the United States or to,
or for the account or benefit of, U.S. Persons.
Each Holder participating in the Offer will represent that it is
not a U.S. Person and it is not located in the United States and it
is not participating in the Offer from the United States, or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the
Offer from the United States and who is not a U.S. Person. For the
purposes of this and the above two paragraphs, United States means
the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer has been or will be submitted to the clearance procedures of
the Commissione Nazionale per le Società e la Borsa (CONSOB)
pursuant to Italian laws and regulations. The Offer is being
carried out in the Republic of Italy (Italy) as an exempted offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the Financial
Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended. Holders or beneficial owners
of the Securities that are located in Italy may tender some or all
of their Securities in the Offer through authorised persons (such
as investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other
Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Securities and/or the Offer.
United Kingdom
This announcement and the Tender Offer Memorandum has been
issued by OneSavings Bank plc of Reliance House, Sun Pier, Chatham,
Kent ME4 4ET, United Kingdom, which is authorised and regulated by
the Financial Conduct Authority (the FCA) and the Prudential
Regulation Authority. Each of this announcement and the Tender
Offer Memorandum is being distributed only to existing Holders and
is only addressed to such existing Holders in the United Kingdom
where they would (if they were clients of the Offeror) be per se
professional clients or per se eligible counterparties of the
Offeror within the meaning of the FCA rules. Neither this
announcement nor the Tender Offer Memorandum is addressed to or
directed at any persons who would be retail clients within the
meaning of the FCA rules and any such persons should not act or
rely on it. Recipients of this announcement and/or the Tender Offer
Memorandum should note that the Offeror is acting on its own
account in relation to the Offer and will not be responsible to any
other person for providing the protections which would be afforded
to clients of the Offeror or for providing advice in relation to
the Offer.
In addition, neither this announcement, the Tender Offer
Memorandum nor any other documents or materials relating to the
Offer are being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being
made to, and may only be acted upon by, those persons in the United
Kingdom falling within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
Financial Promotion Order)), or persons who are within Article 43
of the Financial Promotion Order (which includes an existing
creditor of the Offeror and, therefore, includes the Holders) or
any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order.
France
This announcement, the Tender Offer Memorandum and any other
document or material relating to the Offer have only been and shall
only be distributed in France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129. Neither this
announcement nor the Tender Offer Memorandum has been or will be
submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
(END) Dow Jones Newswires
September 27, 2021 04:48 ET (08:48 GMT)
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