TIDMCCFS TIDMOSB
RNS Number : 0371Z
Charter Court Financial Svs Grp PLC
15 May 2019
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
FOR IMMEDIATE RELEASE
15 May 2019
Recommended all-share combination
of
OneSavings Bank plc
and
Charter Court Financial Services Group plc
Publication of Scheme Document
On 14 March 2019, Charter Court Financial Services Group plc
("Charter Court") and OneSavings Bank plc ("OSB") announced that
they had reached agreement on the terms of a recommended all-share
combination to be effected by means of a scheme of arrangement
between Charter Court and the Charter Court Shareholders under Part
26 of the Companies Act 2006 (the "Combination").
Charter Court is pleased to announce that the scheme document
which sets out, amongst other things, a letter from the Chairman of
Charter Court, the full terms and conditions of the Scheme, an
explanatory statement, notices of the required meetings, an
expected timetable of principal events and details of the action to
be taken by Charter Court Shareholders, is being sent, or made
available, to Charter Court Shareholders today (the "Scheme
Document").
Charter Court also notes that a prospectus relating to the New
OSB Shares proposed to be issued in connection with the Combination
has been approved by the Financial Conduct Authority published
today on OSB's website at www.osb.com.
As described in the Scheme Document, the Scheme will also
require the approval of Charter Court Shareholders at the Court
Meeting and the passing of the Special Resolution at the General
Meeting, and then the approval of the Court.
The Court Meeting to approve the Scheme (and the steps
contemplated by the Scheme) and the General Meeting to approve the
Special Resolution are scheduled to be held at 10.30 a.m. and 10.45
a.m. respectively on 6 June 2019 at the offices of Linklaters LLP,
One Silk Street, London EC2Y 8HQ.
Subject to the shareholder approvals at the relevant meetings,
Court approval and the satisfaction or waiver of the other
Conditions set out in the Scheme Document, the Scheme is expected
to become effective in Q3 2019.
The expected timetable of principal events is set out below:
Event Time and/or date(1)
Publication of the Scheme Document................................... 15 May 2019
Latest time for lodging BLUE Forms of
Proxy (or appointing a proxy electronically
or submitting a proxy via CREST) for 10.30 a.m. on 4 June
the Court Meeting.................................................................. 2019 (2)
Latest time for lodging YELLOW Forms
of Proxy (or appointing a proxy electronically
or submitting a proxy via CREST) for 10.45 a.m. on 4 June
the Charter Court General Meeting........................................... 2019 (3)
6.30 p.m. on 4 June
Voting Record Time.......................................................... 2019 (4)
10.00 a.m. on 6 June
OSB General Meeting....................................................... 2019
10.30 a.m. on 6 June
Court Meeting.................................................................. 2019
10.45 a.m. on 6 June
Charter Court General Meeting........................................... 2019 (5)
The following dates and times associated with the Scheme are
subject to change and will depend on, among other things, the date
on which antitrust (and other) Conditions to the Scheme are
satisfied or, if capable of waiver, waived, and the date on which
the Court sanctions the Scheme. Charter Court will give adequate
notice of all of these dates and times, when known, by issuing an
announcement through a Regulatory Information Service, with such
announcement being made available on Charter Court's website at
www.chartercourtfs.co.uk. Further updates and changes to these
times will, at Charter Court's discretion, be notified in the same
way. See also note (1) below.
a date expected to
be in Q3 2019 subject
to receipt of regulatory
clearance ("D")(6)
Scheme Court Sanction Hearing.......................................... *
Last time for dealings in, for registration
of transfers of, and disablement in CREST
of, Charter Court Shares...................... 4.30 p.m. on D+1*
Scheme Record Time........................................................ 6.00 p.m. on D+1*
Effective Date of the Scheme.............................................. D+1(7) *
Suspension of trading in Charter Court before markets open
Shares....................... on D+2*
New OSB Shares issued to Charter Court
Shareholders........... by 8.00 a.m. on D+2*
Admission and commencement of dealings
in the New OSB Shares on the London Stock
Exchange................................. by 8.00 a.m. on D+2*
Cancellation of listing of Charter Court
on the premium segment of the Official
List and the Main Market of the London
Stock Exchange........................................................................ D+2*
on or soon after 8.00
a.m. on D+2* but not
later than 14 days
CREST accounts of Charter Court Shareholders after the Effective
credited with New OSB Shares............................................................. Date
CREST accounts of Charter Court Shareholders
credited with cash due in relation to within 14 days after
the sale of fractional entitlements........... the Effective Date(8)
Despatch of: (a) share certificates for
New OSB Shares; and (b) cheques for the
cash due in relation to the sale of fractional within 14 days after
entitlements..................................................................... the Effective Date(8)
Longstop Date................................................................. 31 October 2019(9)
Notes:
(1) The dates and times given are indicative only and are based
on current expectations and are subject to change (including as a
result of changes to the regulatory timetable).
References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change,
the revised times and/or dates will be notified to Charter Court
Shareholders by announcement through a Regulatory Information
Service.
Participants in the Charter Court Share Plans will be written to
separately to inform them of the effect of the Scheme on their
rights under the Charter Court Share Plans, including details of
any appropriate proposals being made and dates and times relevant
to them.
(2) The BLUE Form of Proxy for the Court Meeting may,
alternatively, be handed to a representative of Equiniti at the
venue of the Court Meeting or the Chairman of the Court Meeting
before the start of the Court Meeting (or any adjournment thereof).
However, if possible, Charter Court Shareholders are requested to
lodge the BLUE Forms of Proxy at least 48 hours before the time
appointed for the Court Meeting.
(3) The YELLOW Form of Proxy for the Charter Court General
Meeting must be lodged with Equiniti by no later than 10.45 a.m. on
4 June 2019 in order for it to be valid, or, if the Charter Court
General Meeting is adjourned, no later than 48 hours before the
time fixed for the holding of the adjourned meeting. If the YELLOW
Form of Proxy is not returned by such time, it will be invalid.
(4) If either Charter Court Meeting is adjourned, the Voting
Record Time for the adjourned Charter Court Meeting will be 6.30
p.m. on the date which is two days before the date set for the
adjourned Charter Court Meeting.
(5) To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Court Meeting.
(6) For the purpose of the Condition set out in paragraph 2(C)
of Part III of the Scheme Document (and summarised in paragraph
16(iv) of Part II of the Scheme Document), the "expected date"
shall be the earliest practicable date following the satisfaction
(or, where applicable, waiver) of the Conditions in paragraphs
2(A), 2(B), 3 and 4 of Part III of the Scheme Document.
(7) The Scheme Court Order approving the Scheme is expected to
be delivered to the Registrar of Companies following the suspension
of trading in Charter Court Shares, and the Scheme Record Time on
"D+1", such that the Effective Date is then expected to be "D+1".
The events which are stated as occurring on subsequent dates are
conditional on the Effective Date and operate by reference to this
date.
(8) If the Charter Court Equalising Dividend is payable by
Charter Court to the Charter Court Shareholders, it is expected
that the Charter Court Equalising Dividend will be paid via either
a credit of Charter Court Shareholders' CREST accounts or a
despatch of cheques (as applicable) at a date to be decided by the
Charter Court Directors (being the directors of Charter Court at
the time it is resolved to pay the Charter Court Equalising
Dividend).
(9) This is the latest date by which the Scheme may become
Effective. However, the Longstop Date may be extended to such later
date as may be agreed in writing by OSB and Charter Court (with the
Panel's consent and as the Court may approve (if required)).
* All dates by reference to "D+1" and "D+2" will be to the date
falling the number of indicated Business Days immediately after
date D, as indicated above.
The Scheme Document will be available on Charter Court's website
at www.chartercourtfs.co.uk up to and including completion of the
Combination.
For information purposes only, the Scheme Document will also be
sent, or made available, to holders of options over Charter Court
shares and persons with information rights.
The Prospectus will be available, subject to certain
restrictions relating to persons resident in, or subject to the
laws and/or regulations of, any Restricted Jurisdiction or resident
in any jurisdiction where the extension or availability of the
Combination would breach any applicable laws, on OSB's website at
www.osb.com up to and including the date on which the New OSB
Shares are issued to Charter Court Shareholders.
A copy of the Scheme Document and the Prospectus will also be
submitted to the National Storage Mechanism, where they will be
available for inspection at www.morningstar.co.uk/uk/NSM.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.
Enquiries:
Charter Court Financial Services Group plc
Ian Lonergan Tel: +44 (0) 19 0262 5929
Sebastien Maloney
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 adviser to OSB.
Important Notices
RBC Europe Limited (trading as RBC Capital Markets) ("RBC
Capital Markets"), which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting as financial
adviser exclusively for Charter Court and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than Charter Court for providing the
protections afforded to clients of RBC Capital Markets, or for
providing advice in connection with the Combination.
Credit Suisse International ("Credit Suisse"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting as financial adviser exclusively for
Charter Court and no one else in connection with the matters set
out in this announcement and will not be responsible to any person
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 acquisition.
This announcement has been prepared for the purpose of complying
with English law and the 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.
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 City 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, the Scheme Document 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, the
Scheme Document 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, the Scheme Document 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 (which may affect
the ability of such Charter Court Shareholders to vote their OSB
Shares with respect to the Scheme and the Combination at the
Charter Court Meetings, or to execute and deliver Forms of Proxy
appointing another to vote at the Charter Court Meetings on their
behalf). 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.
Forward looking statements
This announcement contains statements about Charter Court and
OSB that are or may be forward looking statements. All statements
other than statements of historical fact are, or may be deemed to
be, forward-looking statements. Forward-looking statements are
statements of future expectations that are based on management's
current expectations and assumptions and involve known and unknown
risks and uncertainties that could cause actual results,
performance or events to differ materially from those expressed or
implied in these statements. Forward-looking statements include,
among other things, statements concerning the potential exposure of
the OSB Group, the Charter Court Group and the Combined Group to
market risks, statements as to accretion and statements expressing
management's expectations, beliefs, estimates, forecasts,
projections and assumptions, including as to future potential cost
savings, synergies, earnings, return on average capital employed,
production and prospects. These forward-looking statements are
identified by their use of terms and phrases such as "aim",
"anticipate", "assume", "believe", "budget", "could",
"cost-saving", "estimate", "expect", "forecast", "goals", "hopes",
"intend", "is subject to", "may", "objectives", "outlook", "plan",
"probably", "project", "risks", "scheduled", "seek", "should",
"strategy", "target", "will", "would" and similar terms and
phrases. Although each of OSB and Charter Court believes that the
expectations reflected in such forward-looking statements are
reasonable, OSB and Charter Court can give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risks (known and unknown) and
uncertainties (and other factors that are in many cases beyond the
control of OSB and/or Charter Court) because they relate to events
and depend on circumstances that may or may not occur in the
future.
Each forward-looking statement speaks only as of the date of
this announcement. Neither OSB nor Charter Court, nor any of their
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur. All forward-looking
statements contained in this announcement are expressly qualified
in their entirety by the cautionary statements contained or
referred to in this section. These cautionary statements qualify
all of the forward-looking statements made in this announcement.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the City Code, the
Listing Rules and the Disclosure Guidance and Transparency Rules of
the FCA), neither the OSB Group nor the Charter Court Group is
under or undertakes any obligation, and each of the foregoing
expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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 the
Company's and OSB's websites at www.chartercourtfs.co.uk and
www.osb.com respectively by no later than 12 noon (London time) on
16 May 2019. For the avoidance of doubt, the contents of these
websites are not incorporated into and do not form part of this
announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCZMGMKGDLGLZZ
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