ONESAVINGS BANK PLC Combination Update - Regulatory Clearance
21 9월 2019 - 1:00AM
UK Regulatory
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
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 4.30 p.m. on 4 October
of transfers of, and disablement in 2019
CREST of, Charter Court Shares.........
Scheme Record Time...................................................... 6.00 p.m. on 4 October
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 by 8.00 a.m. on 7 October
in the New OSB Shares on the London 2019
Stock Exchange....................
CREST accounts of Charter Court Shareholders on or soon after 8.00
credited with New OSB Shares..................................................... a.m. on 7 October 2019
but not later than 14
days after the Effective
Date
Cancellation of listing of Charter Court by 8.00 a.m. on 8 October
on the premium segment of the Official 2019
List and the Main Market of the London
Stock Exchange.................................................
CREST accounts of Charter Court Shareholders within 14 days after
credited with cash due in relation to the Effective Date
the sale of fractional entitlements....................................................................
Despatch of: (a) share certificates within 14 days after
for New OSB Shares; and (b) cheques the Effective Date
for the cash due in relation to the
sale of fractional entitlements.....................................................
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 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 ("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
(END) Dow Jones Newswires
September 20, 2019 12:00 ET (16:00 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
Osb (LSE:OSB)
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