TIDMCCFS TIDMOSB
RNS Number : 1862N
Charter Court Financial Svs Grp PLC
20 September 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
20 September 2019
Recommended all-share combination
of
OneSavings Bank plc
and
Charter Court Financial Services Group plc
Combination Update - Regulatory 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
receipt of certain regulatory approvals from the FCA and PRA.
Charter Court and OSB are pleased to announce that the FCA and
the PRA have approved, for the purposes of Part XII of FSMA, the
acquisition of control by OSB of each UK authorised person (as
defined in section 191G of FSMA) over which the Combination
contemplates an acquisition of control by OSB and the condition
related to such approval has been satisfied. The FCA's and the
PRA's approval was unconditional.
Completion of the Combination remains subject to other
outstanding conditions, including sanction of the Scheme by the
Court. An updated Expected Timetable of Principal Events is set out
below.
The Scheme Court Sanction Hearing, at which the Court will
consider whether to exercise its discretion to sanction the Scheme,
will take place on 3 October 2019. Subject to the Court sanctioning
the Scheme, the Effective Date of the Scheme is expected to be 4
October 2019.
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.
Event Time and/or date(1)
Scheme Court Sanction Hearing................................... 3 October 2019(2)
Last time for dealings in, for registration
of transfers of, and disablement in 4.30 p.m. on 4 October
CREST of, Charter Court Shares..... 2019
6.00 p.m. on 4 October
Scheme Record Time.................................................. 2019
Effective Date of the Scheme...................................... 4 October 2019(3)
Suspension of trading in Charter Court before markets open
Shares.............. on 7 October 2019
New OSB Shares issued to Charter Court by 8.00 a.m. on 7 October
Shareholders. 2019
Admission and commencement of dealings
in the New OSB Shares on the London by 8.00 a.m. on 7 October
Stock Exchange................ 2019
on or soon after 8.00
a.m. on 7 October 2019
but not later than
CREST accounts of Charter Court Shareholders 14 days after the Effective
credited with New OSB Shares..................................... Date
Cancellation of listing of Charter
Court on the premium segment of the
Official List and the Main Market by 8.00 a.m. on 8 October
of the London Stock Exchange.............................................. 2019
CREST accounts of Charter Court Shareholders
credited with cash due in relation
to the sale of fractional within 14 days after
entitlements................................................. the Effective Date
Despatch of: (a) share certificates
for New OSB Shares; and (b) cheques
for the cash due in relation to the within 14 days after
sale of fractional entitlements................................. the Effective Date
Longstop Date............................................................ 31 October 2019(4)
Notes:
(1) The dates and times given are indicative only and are
based on current expectations and are subject to change.
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.
(2) The time of the Scheme Court Sanction Hearing, the number
of the Court and the name of the Judge will be available on
the Business and Property Courts Rolls Building Cause List
at www.justice.gov.uk on the day before the Scheme Court Sanction
Hearing.
(3) The Scheme Court Order approving the Scheme is expected
to be delivered to the Registrar of Companies following the
Scheme Record Time on 4 October 2019, such that the Effective
Date is then expected to be 4 October 2019. The events which
are stated as occurring on subsequent dates are conditional
on the Effective Date and operate by reference to this time.
(4) 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)).
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
Toby Ross 7280 5000
Guy Luff
James Ford
Barclays (Financial Adviser and Corporate
Broker to OSB)
Kunal Gandhi Tel: +44 (0) 20
Francesco Ceccato 7623 2323
Derek Shakespeare
Brunswick (Financial PR Adviser to OSB)
Robin Wrench Tel: +44 (0) 20
Simone Selzer 7404 5959
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
Kevin J. Smith 7653 4000
Daniel Werchola
Steve Winter
Credit Suisse (Joint Financial Adviser
to Charter Court)
George Maddison Tel: +44 (0) 20
Gaurav Parkash 7888 8888
Joe Hannon
Max Mesny
Citigate Dewe Rogerson (Financial PR Adviser to Charter Court)
Andrew Hey Tel: +44 (0) 20
Caroline Merrell 7638 9571
Important Notices
N. M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority 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 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 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.
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
23 September 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 is GB00BD822578.
OneSavings Bank plc LEI: 213800WTQKOQI8ELD692
Charter Court Financial Services Group plc LEI:
213800LWUMOSRMT5G527
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
OUPBUGDCXUDBGCG
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