ONESAVINGS BANK PLC Scheme Sanctioned By Court
2019年10月3日 - 11:00PM
RNSを含む英国規制内ニュース (英語)
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
3 October 2019
Recommended all-share combination
of
OneSavings Bank plc
and
Charter Court Financial Services Group plc
Scheme sanctioned by Court
Charter Court Financial Services Group plc ("Charter Court") and
OneSavings Bank plc ("OSB") are pleased to announce that the Court has
today sanctioned the Scheme by which the recommended all-share
combination of Charter Court and OSB is being implemented.
The Scheme will become effective upon the Scheme Court Order being
delivered to the Registrar of Companies, which is expected to take place
tomorrow, 4 October 2019.
The last day of dealings in, and for registration of transfers of,
Charter Court Shares will be tomorrow, 4 October 2019. No transfers of
Charter Court Shares will be registered after 4.30 p.m. tomorrow.
Following the Scheme becoming effective, Charter Court Shareholders on
the register at the Scheme Record Time, being 6.00 p.m. on 4 October
2019, will receive 0.8253 New OSB Shares for each Charter Court Share
held.
Application has been made to the Financial Conduct Authority and the
London Stock Exchange in relation to the admission of 199,643,055 New
OSB Shares to listing on the premium listing segment of the Official
List and to trading on the London Stock Exchange's main market for
listed securities, which is expected to take place by 8:00 a.m. on 7
October 2019.
It is expected that trading in Charter Court Shares on the Main Market
of the London Stock Exchange and the listing of Charter Court Shares on
the Official List of the Financial Conduct Authority will be suspended
before markets open on 7 October 2019 and the listing of Charter Court
Shares will be cancelled with effect from 8.00 a.m. on 8 October 2019.
All references to times in this announcement are to London time, unless
otherwise stated.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document dated 15 May 2019.
The person responsible for arranging the release of this announcement of
behalf of Charter Court is Sebastien Maloney, Chief Financial Officer
and the person responsible for arranging the release of this
announcement on behalf of OSB is Jason Elphick, Company Secretary.
Enquiries:
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
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
Linklaters LLP are retained as legal adviser to Charter Court. Slaughter
and May are retained as legal advisor to OSB.
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.
N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised
and regulated by the FCA 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 PRA and regulated in the United Kingdom by
the FCA and the PRA, 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.
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 4 October 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
October 03, 2019 10:00 ET (14:00 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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