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.
LEI: 213800WTQKOQI8ELD692
FOR IMMEDIATE RELEASE
OneSavings Bank plc
(the 'Company')
Results of General Meeting
Results of the General Meeting
The Company announces the poll result on the resolution at the General
Meeting held at 10am on Thursday, 6 June 2019.
The resolution was passed as an ordinary resolution by the requisite
majority on a poll.
Full details of the resolution passed, together with explanatory notes,
are set out in the circular posted to the Company's shareholders on 15
May 2019 (the "Circular"), including notice of the General Meeting,
which is available on the Company's website, www.osb.co.uk. Defined
terms used but not defined in this announcement have the same meaning as
set out in the Circular.
Resolution
An ordinary resolution to approve the recommended all-share combination
between Charter Court Financial Services Group plc and the Company and
to authorise the allotment of the New OSB Shares, as more particularly
described in the notice of the General Meeting as set out in the
Circular.
The following proxy votes were cast in respect of the resolution:
% of
issued
Total votes Total votes Total votes share Votes
For % Against % cast capital withheld
208,539,329 100.00% 4,204 0.00% 208,543,533 85.06% 7,106
NOTES:
1. 'Total Votes For' include votes recorded as at the discretion of the
appointed proxy.
2. The 'vote Withheld' option was provided to enable shareholders to
refrain from voting on any particular resolution. A vote Withheld is not
a vote in law and has not been counted in the calculation of the
proportion of the vote 'For' and 'Against' a resolution.
3. At the date of the General Meeting the issued share capital of the
Company was 245,165,667 ordinary shares.
4. The full text of the resolution is detailed in the notice of the
General Meeting set out in the Circular, which is available on the
Company's website located at www.osb.co.uk
A copy of the resolution passed at the General Meeting has been
submitted to the FCA, and will shortly be available for inspection at
the FCA's National Storage Mechanism which is located at
http://www.morningstar.co.uk/uk/NSM.
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.
About OneSavings Bank 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 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 Notices
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.
Disclaimer
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 Regulation Authority and regulated
in the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for the Company
and no one else in relation to the subject matter of this Announcement
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Barclays nor for
providing advice in relation to the subject matter of this Announcement
or any other matter referred to in this Announcement.
Publication on website
A copy of this Announcement is required to be published by Rule 26 of
the City Code and 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
June 06, 2019 05:52 ET (09:52 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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