TIDMCCFS TIDMOSB
RNS Number : 1572H
Charter Court Financial Svs Grp PLC
30 July 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
30 July 2019
Recommended all-share combination
of
OneSavings Bank plc
and
Charter Court Financial Services Group plc
Combination Update - Competition Clearance
On 14 March 2019, the Boards of OneSavings Bank plc ("OSB") and
Charter Court Financial Services Group plc ("Charter Court")
announced that they had reached agreement on the terms of a
recommended all-share combination for the entire issued and to be
issued share capital of Charter Court (the "Combination"). The full
terms and conditions of the Combination are set out in the scheme
document which was published on 15 May 2019 (the "Scheme
Document").
In particular, the Combination remained subject to the
conditions set out in Part III of the Scheme Document, which stated
that the Combination was conditional (amongst other things) on the
Competition and Markets Authority (the "CMA") confirming, in terms
reasonably satisfactory to OSB, that the Combination or any matter
arising therefrom or related thereto or any part of it will not be
subject to a reference under sections 22 or 33 of the Enterprise
Act 2002 (the "CMA Condition").
OSB and Charter Court are pleased to confirm that, on 30 July
2019, the CMA announced that it does not intend to refer the
Combination under the provisions of the Enterprise Act 2002 and
that the CMA's clearance was unconditional.
The CMA Condition has therefore been satisfied.
Completion of the Combination remains subject to other
outstanding conditions, including receipt of regulatory approvals
from the FCA and PRA. Further announcements will be made as
necessary in due course.
Terms used but not defined in this announcement have the
meanings given in the Scheme Document unless the context requires
otherwise.
The person responsible for arranging the release of this
announcement on behalf of OSB is Jason Elphick, Company Secretary
and the person responsible for arranging the release of this
announcement of behalf of Charter Court is Sebastien Maloney, Chief
Financial Officer.
Further information
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
Charter Court Financial Services Group plc
Sebastien Maloney Tel: +44 (0) 19 0262 5929
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
Important Notices
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 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.
RBC Europe Limited (trading as RBC Capital Markets) ("RBC
Capital Markets"), which is authorised by the Prudential Regulation
Authority and regulated in the UK by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting as
financial adviser exclusively for Charter Court and no one else in
connection with the Combination and will not be responsible to
anyone other than Charter Court for providing the protections
afforded to clients of RBC Capital Markets, nor for providing
advice in connection with the Combination or any matter referred to
herein.
Credit Suisse International ("Credit Suisse"), which is
authorised by the Prudential Regulation Authority and regulated in
the UK by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting as financial adviser exclusively
for Charter Court and no one else in connection with the
Combination and will not be responsible to anyone 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.
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 Combination.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 England and Wales.
Overseas Shareholders
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. 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.
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.
Publication on Website
A copy of this announcement will be made available on Charter
Court's and OSB's websites at www.chartercourtfs.co.uk and
www.osb.com respectively by no later than 12 noon (London time) on
31 July 2019. For the avoidance of doubt, the contents of those
websites are not incorporated and do not form part of this
announcement.
Other
The International Securities Identification Number for OSB is
GB00BM7S7K96 and the International Securities Identification Number
for Charter Court Shares is GB00BD822578.
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
OUPEAKXEDELNEEF
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