TIDMCCFS TIDMOSB
RNS Number : 4145B
Charter Court Financial Svs Grp PLC
06 June 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, 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
6 June 2019
Recommended all-share combination
of
OneSavings Bank plc
and
Charter Court Financial Services Group plc
Results of Shareholder Meetings
Charter Court Financial Services Group plc ("Charter Court") is
pleased to announce that, at a Court Meeting and General Meeting of
Charter Court Shareholders held earlier today in connection with
the recommended all-share combination of Charter Court and
OneSavings Bank plc ("OSB"), all the resolutions proposed were duly
passed.
At the Court Meeting, a majority in number of Scheme
Shareholders, who voted (either in person or by proxy) and who
together represented over 75% by value of the votes cast, voted in
favour of the resolution to approve the Scheme. The resolution was
accordingly passed.
At the General Meeting, the Special Resolution to approve the
Scheme and provide for its implementation was also passed by the
requisite majority.
COURT MEETING
The voting on the resolution to approve the Scheme was taken on
a poll and the results were as follows:
Number of Scheme Shareholders voting: For: 39 (92.86%) Against:
3 (7.14%)
Number of votes: For: 217,041,930 (100.00%) Against: 3,302
(0.00%)
Percentage of eligible Scheme Shares voted: For: 90.69% Against:
0.00%
GENERAL MEETING
The voting on the Special Resolution to approve and provide for
implementation of the Scheme was taken on a poll and the results
were as follows:
Number of votes: For: 215,282,635 (100.00%) Against: 2,974
(0.00%) Withheld: 593,645
Completion of the Combination remains subject to the
satisfaction or waiver of the other Conditions set out in the
Scheme Document, including (but not limited to) the conditions
relating to CMA, PRA and FCA approval and the Court sanctioning the
Scheme at the Scheme Court Sanction Hearing which is expected to
take place in the third quarter of 2019. Subject to the Scheme
receiving the sanction of the Court at the Scheme Court Sanction
Hearing and the delivery of the Scheme Court Order to the Registrar
of Companies, the Scheme is expected to become effective on the
Business Day following the Scheme Court Sanction Hearing.
A copy of the special resolution passed at the General Meeting
has been submitted to the FCA and will shortly be available for
inspection on the National Storage Mechanism at
www.morningstar.co.uk/uk/NSM/.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document dated 15 May 2019.
All references to times in this announcement are to London time,
unless otherwise stated. All percentages in relation to the voting
results are rounded to two decimal places.
The person responsible for arranging the release of this
announcement of behalf of Charter Court is Sebastien Maloney, Chief
Financial Officer.
Enquiries:
Charter Court Financial Services Group plc
Ian Lonergan Tel: +44 (0) 19 0262 5929
Sebastien Maloney
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
Linklaters LLP are retained as legal adviser to Charter
Court.
Important Notices
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 whole or in part) in, into or from certain jurisdictions may be
restricted by law. Persons who are not resident in the United
Kingdom or the United States or who are subject to the laws and/or
regulations of other jurisdictions should inform themselves of, and
should observe, any applicable requirements. Any failure to comply
with these requirements may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Combination disclaim any responsibility or liability for the
violation of such requirements by any person.
Unless otherwise determined by OSB or required by the Code, and
permitted by applicable law and regulation, the Combination will
not be made available, directly or indirectly, in, into or from a
jurisdiction where to do so would violate the laws in that
jurisdiction, and no person may vote in favour of the Combination
by any such use, means, instrumentality or form within any
jurisdiction if to do so would constitute a violation of the laws
of that Restricted Jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Combination are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all
documents relating to the Combination (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from any Restricted Jurisdictions where to do
so would violate the laws in that jurisdiction. Any person
(including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual
or legal obligation to, forward this announcement and/or any other
related document to any jurisdiction other than the United Kingdom
or the United States should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
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, email or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or 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 facility.
The availability of the New OSB Shares under the Combination to
Charter Court Shareholders who are not resident in the United
Kingdom or the United States may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom or the United States or who are
subject to the laws and/or regulations of another jurisdiction
should inform themselves of, and should observe, any applicable
legal and/or regulatory requirements.
Each Charter Court Shareholder is urged to consult his or her
independent professional adviser immediately regarding the tax
consequences of the Combination.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 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, 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 pm (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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
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
7 June 2019. For the avoidance of doubt, the contents of those
websites are not incorporated and do not form part of this
announcement.
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
ROMUGUAAQUPBGGQ
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June 06, 2019 07:57 ET (11:57 GMT)
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