TIDMOSB
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY RESTRICTED JURISDICTIONS OR JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR A
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW SHARES EXCEPT ON THE BASIS OF
THE INFORMATION IN THE SCHEME DOCUMENT, THE PROSPECTUS AND THE CIRCULAR
WHICH ARE BEING PUBLISHED TODAY.
CAPITALISED TERMS DEFINED IN THE CIRCULAR HAVE THE SAME MEANING WHEN
USED IN THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED IN THIS
ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
15 May 2019
Recommended all-share combination of OneSavings Bank plc ("OSB") and
Charter Court Financial Services Group plc ("Charter Court")
Publication of Prospectus and Circular (this "Announcement")
On 14 March 2019, the OSB Board and the Charter Court Board jointly
announced that they had reached agreement on the terms of a recommended
all-share combination pursuant to which OSB will acquire the entire
issued and to be issued ordinary share capital of Charter Court to form
the Combined Group (the "Combination").
Under the terms of the Combination, completion of which is subject to
the satisfaction (or, where applicable, waiver) of the Conditions, each
Charter Court Shareholder (other than Restricted Overseas Persons) will
be entitled to receive 0.8253 New OSB Shares for each Charter Court
Share held.
Today, OSB published a Circular containing a notice convening a general
meeting of OSB Shareholders to be held at the offices of Slaughter and
May, One Bunhill Row, London EC1Y 8YY at 10.00 a.m. on 6 June 2019 (the
"OSB General Meeting") to consider and, if thought fit, approve the
Combination as a "Class 1 transaction" under the Listing Rules and to
grant authority to the OSB Directors to allot the new shares to be
issued to Charter Court Shareholders by OSB in connection with the
Combination (the "New OSB Shares").
OSB has also published a Prospectus today relating to the New OSB Shares
and the application for admitting new shares to the premium segment of
the Official List and to trading on the London Stock Exchange's Main
Market for listed securities.
The Circular and the Prospectus have each been approved by the FCA and
are now available at www.osb.co.uk. A copy of each of the Circular and
the Prospectus has been submitted to the National Storage Mechanism and
will shortly be available for viewing at www.morningstar.co.uk/uk/nsm.
OSB also notes that a Scheme Document in relation to the Combination is
being sent or made available by Charter Court to Charter Court
Shareholders today. The Scheme Document contains, amongst other things,
notices convening a meeting of the Charter Court Shareholders convened
at the direction of the Court (the "Court Meeting") and a general
meeting of Charter Court Shareholders (the "Charter Court General
Meeting"). The Court Meeting and the Charter Court General Meeting will
take place on the same day as the OSB General Meeting. The Scheme
Document will be made available on the Charter Court website:
www.chartercourtfs.co.uk.
Action to be taken by OSB Shareholders
OSB Shareholders are encouraged to vote on the OSB Resolution contained
in the Circular, but should carefully read the Circular in its entirety
before making any decision. The notes to the Notice of General Meeting
at pages 63 and 64 of the Circular provide an explanation of how to
attend and vote at the OSB General Meeting, including how to appoint a
proxy.
Expected timetable
Subject to the approval of the OSB Shareholders and Charter Court
Shareholders, as well as the satisfactory or, where permitted, waiver of
the Conditions set out in the Scheme Document and the approval of the
Court, completion of the Combination is expected to occur in the third
quarter of 2019.
The expected timetable of principal events for the implementation of the
Combination is set out below.
All references to time in this announcement are to London time unless
otherwise stated.
Principal events Time and/or date(1)
Publication of the Prospectus, the Circular and the 15 May 2019
Scheme Document
OSB General Meeting 10.00 a.m. on 6 June 2019
Court Meeting 10.30 a.m. on 6 June 2019
Charter Court General Meeting 10.45 a.m. on 6 June 2019(2)
Scheme Court Hearing to sanction the Scheme "D" (a date expected to be in the third quarter of
2019, subject to the Conditions)(3)
Effective Date D+1
Admission of New OSB Shares on London Stock By 8.00 a.m. on D+2
Exchange
(1) 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.
(2) To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Court Meeting.
(3) The Court Order is expected to be delivered to Companies
House following the suspension of trading in Charter Court Shares and
the Scheme Record Time on D+1, which date will then become the Effective
Date. The events which are stated as occurring on subsequent dates are
conditional on the Effective Date and operate by reference to this time.
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.
Notes to Editors
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 joined the
FTSE 250 index in June 2015. OSB is a specialist lending and retail
savings group authorised by the PRA and regulated by the FCA and the
PRA.
Based in Chatham, Kent, the OSB Group trades under the Kent Reliance,
InterBay Commercial, Prestige Finance, and Heritable Development Finance
brands in the UK. The OSB Group also has a presence in the Channel
Islands under the Jersey Home Loans and Guernsey Home Loans brands.
OSB primarily targets underserved market sub-sectors that offer high
growth potential, attractive risk-adjusted returns and where it has
established expertise, platforms and capabilities. These include private
rented sector / professional buy-to-let, commercial and semi-commercial
mortgages, residential development finance, bespoke and specialist
residential lending and secured funding lines and asset finance. OSB
targets its customers through specialist brokers and independent
financial advisers, and is differentiated through its use of high
skilled, bespoke underwriting and its efficient operating model.
Important notice related to financial advisers
N. M. Rothschild & Sons Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for OSB and no one else in relation to the contents of this
Announcement, the Combination, Admission or any other matters referred
to in this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to the
Combination, Admission or any other matters referred to in this
Announcement and will not be responsible to anyone other than OSB for
providing the protections afforded to clients of Rothschild & Co nor for
providing advice in relation to the contents of this Announcement, the
Combination, Admission or any other matters referred to in this
Announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on Rothschild & Co under FSMA or the regulatory
regime established thereunder, neither Rothschild & Co nor any of its
affiliates accept any responsibility or liability whatsoever for, nor
make any representation or warranty, express or implied, concerning the
contents of this Announcement, including its accuracy, completeness or
verification, or for any other statement made or purported to be made by
OSB or on OSB's behalf, or by Rothschild & Co, or on Rothschild & Co's
behalf in connection with the Combination, the New OSB Shares or
Admission and nothing in this Announcement is, or shall be relied upon
as, a promise or representation in this respect, whether as to the past
or future. To the fullest extent permitted by law, Rothschild & Co and
its affiliates disclaim all and any duty, liability or responsibility
whatsoever (whether direct or indirect and whether in contract, in tort,
under statute or otherwise) which it might otherwise have in respect of
this Announcement or any such statement.
Barclays Bank PLC, acting through its Investment Bank, ("Barclays")
which is authorised by the Prudential Regulatory 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 relation to 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 or
any other matter referred to in this Announcement.
Cautionary Note Regarding Forward-Looking Statements
This Announcement contains certain statements about OSB and Charter
Court that are or may be forward looking statements, including with
respect to the Combination involving OSB and Charter Court. Forward
looking statements are prospective in nature and are not based on
historical facts, but rather on assumptions, expectations, valuations,
targets, estimates, forecasts and projections of OSB and Charter Court
about future events, and are therefore subject to risks and
uncertainties which could cause actual results, performance or events to
differ materially from those expressed or implied by the forward looking
statements. All statements other than statements of historical facts
included in this Announcement may be forward looking statements. Without
limitation, forward looking statements often include words such as
"targets", "plans", "believes", "hopes", "continues", "expects", "aims",
"intends", "will", "may", "should", "would", "could", "anticipates",
"estimates", "will look to", "budget", "strategy", "would look to",
"scheduled", "goal", "prepares", "forecasts", "cost-saving", "is subject
to", "synergy", "projects" or words or terms of similar substance or the
negative thereof.
By their nature, forward looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of such
forward looking statements in this Announcement could cause actual
results and developments to differ materially from those expressed in or
implied by such forward looking statements. Such risks and uncertainties
include, but are not limited to, the possibility that the Combination
will not be pursued or consummated, failure to obtain necessary
regulatory approvals or to satisfy any of the other conditions to the
Combination if it is pursued, adverse effects on the market price of
OSB's or Charter Court's ordinary shares and on OSB's or Charter Court's
operating results because of a failure to complete the Combination,
failure to realise the expected benefits of the Combination, negative
effects relating to the announcement of the Combination or any further
announcements relating to the Combination or the consummation of the
Combination on the market price of OSB's or Charter Court's ordinary
shares, significant transaction costs and/or unknown liabilities, the
Combined Group incurring and/or experiencing unanticipated costs and/or
delays (including IT system failures, cyber-crime, fraud and pension
scheme liabilities), general economic and business conditions that
affect the combined companies following the consummation of the
Combination, changes in global, political, economic, business,
competitive, market and regulatory forces (including exposures to
terrorist activities, the repercussions of the UK's referendum vote to
leave the European Union, the UK's exit from the EU and Eurozone
instability), future exchange and interest rates, changes in tax laws,
regulations, rates and policies, future business combinations or
disposals and competitive developments. Although it is believed that the
expectations reflected in such forward looking statements are reasonable,
no assurance can be given that such expectations will prove to have been
correct and you are therefore cautioned not to place undue reliance on
these forward looking statements which speak only as at the date of this
Announcement.
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, warranty, assurance or guarantee that the occurrence of
the events expressed or implied in any forward looking statements in
this Announcement will actually occur. Other than in accordance with
their legal or regulatory obligations (including under the City Code,
the Prospectus Rules, the Listing Rules and the Disclosure Guidance and
Transparency Rules), 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.
No forecasts or estimates
Nothing in this Announcement (including any statement of estimated costs
savings or synergies) is intended as a profit forecast or estimate for
any period and no statement in this Announcement should be interpreted
to mean that earnings or earnings per share or dividend per share for
OSB or Charter Court, as appropriate, for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share or dividend per share for OSB
or Charter Court, as appropriate.
Accretion statements or statements as to the effect of the Combination
on free cash flow per share, earnings per share, cash flow from
operations per share, or return on average capital employed are not
intended to be and should not be construed as profit forecasts and are,
therefore, not subject to the requirements of Rule 28 of the City Code.
No statement in this Announcement should be interpreted to mean that
free cash flow per share, earnings, earnings per share or income, cash
flow from operations per share or return on average capital employed for
the OSB Group, the Charter Court Group and/or the Combined Group, as
appropriate, for the current or future financial years would necessarily
match or exceed the historical published earnings, earnings per share or
income, cash flow from operations, free cash flow or return on average
capital employed for the OSB Group or the Charter Court Group, as
appropriate.
Further Information
This Announcement is for information purposes only and is not intended
to and does not constitute or form part of any offer to sell or
subscribe for or any invitation to purchase or subscribe for or
otherwise acquire or dispose of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Combination or
otherwise, nor will there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law. The
Combination will be made solely pursuant to the terms of the Scheme
Document setting out the particulars of the proposed Scheme between
Charter Court and the Charter Court Shareholders to implement the
Combination with or subject to any modification, addition or condition
approved or imposed by the Court and agreed by Charter Court and OSB (or,
in the event that the Combination is to be implemented by means of an
Offer, the Offer Document), which, together with the forms of proxy that
will accompany the Scheme Document, contain the full terms and
conditions of the Scheme, including details of how to vote in respect of
the Combination. Any decision in respect of, or other response to, the
Combination by Charter Court Shareholders should be made only on the
basis of the information contained in the Scheme Document.
Charter Court has prepared the Scheme Document to be distributed to
Charter Court Shareholders. OSB has prepared the Circular and has made
available the Prospectus containing information on the New OSB Shares
and the Combined Group. OSB urges OSB Shareholders to read the
Prospectus to be published by OSB and the Circular carefully when they
become available because they contain important information in relation
to the Scheme, the New OSB Shares and the Combined Group. Charter Court
urges Charter Court Shareholders to read the Scheme Document and the
Prospectus carefully because they contain important information in
relation to the Scheme, the New OSB Shares and the Combined Group. Any
vote in respect of resolutions to be proposed at the OSB General Meeting
to approve the Combination, the Scheme or related matters, should be
made only on the basis of the information contained in the Scheme
Document, the Prospectus and, the Circular.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
The Combination will be subject to the applicable requirements of the
City Code, the UK Panel on Takeovers and Mergers, the London Stock
Exchange and the FCA.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and
observe any applicable requirements. In particular, the ability of
persons who are not resident in the United Kingdom to vote their Charter
Court shares with respect to the Scheme at the Court Meeting, or to
execute and deliver Forms of Proxy appointing another to vote at the
Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to comply
with such requirements may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by applicable
law, the companies and other persons involved in the Combination
disclaim any responsibility or liability for any violation of such
restrictions by any person. This Announcement has been prepared for the
purpose of complying with English law and the City 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. 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 any Restricted
Jurisdiction or where to do so would violate the laws of a jurisdiction,
and the Combination will not be capable of acceptance from or within a
Restricted Jurisdiction.
Copies of this Announcement and any documentation relating to the
Combination are not being, and must not be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed or sent in or
into or from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and any documents
relating to the Combination (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in, into or
from such jurisdictions where to do so would violate the laws in that
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, e-mail or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of 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
facilities.
The availability of New OSB Shares under the Combination to Charter
Court Shareholders who are not resident in the United Kingdom or the
ability of those persons to hold such shares may be affected by the laws
or regulatory requirements of the jurisdiction in which they are
resident. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory
requirements.
The New OSB Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any Restricted Jurisdiction or to, or for
the account or benefit of, any restricted overseas persons (being any
Charter Court Shareholders resident in, or nationals or citizens of,
Restricted Jurisdictions or who are nominees or custodians, trustees or
guardians for, citizens, residents or nationals of such Restricted
Jurisdictions) except pursuant to an applicable exemption from, or in a
transaction not subject to, applicable securities laws of those
jurisdictions. Further details in relation to any Charter Court
Shareholders who are resident in, ordinarily resident in, or citizens of,
jurisdictions outside the United Kingdom, are contained in the Scheme
Document.
Additional information for US shareholders
The New OSB Shares have not been, and will not be, registered under the
US Securities Act, or with any securities regulatory authority of any
state, district or any other jurisdiction of the United States.
Accordingly, the New OSB Shares may not be offered, sold or otherwise
transferred, directly or indirectly, in or into the United States absent
registration under the US Securities Act and any applicable state
securities law or an exemption therefrom. The New OSB Shares to be
issued to existing Charter Court Shareholders pursuant to the Scheme are
expected to be issued in reliance upon an exemption from the
registration requirements of the US Securities Act afforded by section
3(a)(10) thereof and exemptions from registration and qualification
under applicable state securities laws. Charter Court Shareholders
(whether or not US persons) who are or will be affiliates (within the
meaning of the US Securities Act) of Charter Court or OSB before, or of
OSB after, the Effective Date will be subject to certain US transfer
restrictions relating to the New OSB Shares received pursuant to the
Scheme.
None of the securities referred to in this Announcement has been
approved or disapproved by the US Securities and Exchange Commission,
any state securities commission in the United States or any other US
regulatory authority, nor have such authorities passed upon or
determined the adequacy or accuracy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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
p.m. (London time) on the 10th business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 p.m.
(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 City 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(s), 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
p.m. (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 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. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in
any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
Publication on website
A copy of this Announcement and the documents required to be published
by Rule 26 of the City Code will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions,
on OSB's website at www.osb.com by no later than 12 noon (London time)
on the Business Day following this Announcement. For the avoidance of
doubt, the contents of those websites are not incorporated into and do
not form part of this Announcement.
If you are in any doubt about the contents of this Announcement or the
action you should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or independent financial adviser duly authorised
under the Financial Services and Markets Act 2000 (as amended) if you
are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
This announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: OneSavings Bank plc via Globenewswire
http://www.osb.co.uk/
(END) Dow Jones Newswires
May 15, 2019 06:47 ET (10:47 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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