ONESAVINGS BANK PLC Scheme Becomes Effective

 
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 
 
   4 October 2019 
 
   Recommended all-share combination 
 
   of 
 
   OneSavings Bank plc 
 
   and 
 
   Charter Court Financial Services Group plc 
 
   Scheme becomes effective 
 
   Charter Court Financial Services Group plc ("Charter Court") and 
OneSavings Bank plc ("OSB") are pleased to announce that the Scheme has 
now become effective in accordance with its terms, following the 
sanction of the Scheme by the Court on 3 October 2019 and the delivery 
of the Scheme Court Order to the Registrar of Companies today, 4 October 
2019. The entire issued ordinary share capital of Charter Court is now 
owned by OSB. 
 
   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. 
 
   Admission of New OSB Shares; suspension and cancellation of Charter 
Court's listing 
 
   Applications have been made to the Financial Conduct Authority and the 
London Stock Exchange in relation to: 
 
   (i)            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; and 
 
   (ii)           the suspension and cancellation of Charter Court's 
listing on the premium listing segment of the Official List and the 
trading of Charter Court Shares on the London Stock Exchange's main 
market for listed securities, such suspension being expected to take 
place before markets open on 7 October 2019 and such cancellation to 
take place with effect from 8.00 a.m. on 8 October 2019. 
 
   Further announcements will be made when appropriate. 
 
   Settlement of the consideration 
 
   As set out in the Scheme Document, for Scheme Shareholders who held 
their Scheme Shares in uncertificated form, New OSB Shares will be 
credited to their CREST account as soon as practicable after 8.00 a.m. 
on 7 October 2019. For Scheme Shareholders who held their Scheme Shares 
in certificated form, share certificates representing the New OSB Shares 
will be despatched by post within 14 days. 
 
   Cash consideration due under the Scheme in relation to the sale of 
fractional entitlements will be settled via CREST (for uncertificated 
Scheme Shareholders) or by cheque (for certificated Scheme Shareholders) 
within 14 days. 
 
   Resignations and appointments of Charter Court directors 
 
   Charter Court also announces that each of the following Directors of 
Charter Court have tendered their resignations, which have taken effect 
from the Effective Date: 
 
 
   -- Ian Lonergan (Chief Executive Officer of Charter Court); 
 
   -- Sebastien Maloney (Chief Financial Officer of Charter Court); 
 
   -- Peter Elcock (Chief Risk Officer of Charter Court); and 
 
   -- Philip Jenks (Deputy Chairman of Charter Court). 
 
 
   In addition, each of the following persons have been appointed as 
Directors of Charter Court with effect from the Effective Date: 
 
 
   -- Andy Golding (Chief Executive Officer of OSB); 
 
   -- April Talintyre (Chief Financial Officer of OSB); 
 
   -- Graham Allatt (Chair of the Risk Committee of OSB); and 
 
   -- Mary McNamara (Chair of the Remuneration Committee of OSB). 
 
 
   Other 
 
   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 on 
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: 
 
   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 
 
   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 
 
   Linklaters LLP are retained as legal adviser to Charter Court. Slaughter 
and May are retained as legal adviser 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 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. 
 
   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. 
 
   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 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 04, 2019 13:20 ET (17:20 GMT)
Osb (LSE:OSB)
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