ONESAVINGS BANK PLC Combination Update -- Competition Clearance

 
TIDMOSB 
 
 
   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 
 
   LEI: 213800WTQKOQI8ELD692 
 
   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.

(END) Dow Jones Newswires

July 30, 2019 02:08 ET (06:08 GMT)

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