OSB GROUP PLC The Offering Memorandum In Relation To Its Issue Of Gbp150 Million Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities
05 Oktober 2021 - 11:52AM
UK Regulatory
TIDMOSB
Issuer LEI: 213800ZBKL9BHSL2K459
OSB GROUP PLC
(the "Company" or "Issuer")
The Company announces today that the offering memorandum dated 5
October 2021 (the "Offering Memorandum") in relation to its issue
of GBP150 million Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities (the "Securities") at 100 per
cent issue price with an initial fixed interest rate of 6 per cent.
per annum and reset dates on 7 April 2027 (the "First Reset Date")
and each date falling five, or an integral multiple of five, years
after the First Reset Date, has been approved by the International
Securities Market of the London Stock Exchange (the "ISM") and is
available for viewing at www.osb.co.uk.
OSB GROUP PLC
Alastair Pate t: +44 0771 418 1864
Group Head of Investor Relations
Jens Bech
Group Commercial Director t: +44 0774 024 7473
Notes to Editors
About OSB GROUP PLC
OSB began trading as a bank on 1 February 2011 and was admitted
to the main market of the London Stock Exchange in June 2014
(OSB.L). OSB joined the FTSE 250 index in June 2015. On 4 October
2019, OSB acquired Charter Court Financial Services Group plc
(CCFS) and its subsidiary businesses. On 30 November 2020, OSB
GROUP PLC became the listed entity and holding company for the OSB
Group. OSB is a specialist lending and retail savings Group
authorised by the Prudential Regulation Authority, part of the Bank
of England, and regulated by the Financial Conduct Authority and
Prudential Regulation Authority. The Group reports under two
segments, OneSavings Bank and Charter Court Financial Services.
DISCLAIMER
The distribution of this stock exchange release may be
restricted by law and persons into whose possession any document or
other information referred to herein comes should inform themselves
about and observe any such restrictions. This stock exchange
release is not directed to, and is not intended for distribution to
or use by, any person or entity in any jurisdiction where such
distribution, publication or use would be contrary to law or
regulation or which would require any registration within such
jurisdiction. This stock exchange release shall not constitute an
offer to sell or the solicitation of an offer to buy the Securities
or any other securities, nor shall there be any offer, solicitation
or sale of the Securities or any other securities in any state or
other jurisdiction in which such an offer, solicitation or sale
would be unlawful.
This stock exchange release is not for publication or
distribution, directly or indirectly, in or into the United States
and does not constitute an offer of securities for sale in the
United States. The Securities have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in
the United States except pursuant to an exemption from, or in a
transaction not subject to, the requirements of the Securities Act.
There will be no public offer of securities in the United
States.
No prospectus has been or will be approved in the United Kingdom
in respect of the Securities. This stock exchange release is
directed only at (i) persons outside the United Kingdom (ii)
"qualified investors" within the meaning of Regulation (EU)
2017/1129 as it forms part of United Kingdom domestic law by virtue
of the European Union (Withdrawal) Act 2018 (a) who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Market Act 2000
(Financial Promotion) Order 2005 (the "Order") or b) falling within
Article 49(2) (a) to (d) of the Order or (c) to whom it may
otherwise be lawfully communicated (all such persons being referred
to as "relevant persons"). Any investment activity to which this
stock exchange release may relate is only available to, and any
invitation, offer or agreement to engage in such investment
activity will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this stock
exchange release or any of its contents.
The Securities are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who
is one (or more) of:
(a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended ("EU MiFID II"); or
(b) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II.
Consequently, no key information document required by Regulation
(EU) 1286/2014 (as amended, the "EU PRIIPs Regulation") for
offering or selling the Securities or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the Securities or otherwise making
them available to any retail investor in the EEA may be unlawful
under the EU PRIIPs Regulation.
The Securities are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the UK (as defined below). For
these purposes, a retail investor means a person who is one (or
more) of:
(a) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or
(c) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of EUWA ("UK MiFIR").
Consequently, no key information document required by Regulation
(EU) 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the
Securities or otherwise making them available to retail investors
in the UK has been prepared and therefore offering or selling the
Securities or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs
Regulation.
(END) Dow Jones Newswires
October 05, 2021 05:52 ET (09:52 GMT)
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