ONESAVINGS BANK PLC Completion Of The Combination
2019年10月7日 - 4:00PM
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
7 October 2019
Recommended all-share combination
of
OneSavings Bank plc
and
Charter Court Financial Services Group plc
Completion of the Combination
OneSavings Bank plc ("OSB") is pleased to announce that it has completed
the recommended all-share combination of OSB and Charter Court Financial
Services Group plc ("Charter Court"). 199,643,055 New OSB Shares were
admitted 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 with effect from 8.00 a.m. today, 7 October 2019.
Commenting on the completion of the Combination, Andy Golding, CEO of
the Combined Group, said:
"We are very pleased to announce the completion of the combination of
OneSavings Bank with Charter Court Financial Services, creating a
leading specialist mortgage lender in the UK with greater scale and
resources to deploy in growth opportunities. This brings together the
complementary strengths of both organisations, across products, brands
and expertise, positioning the new group to continue to deliver for our
customers and shareholders. I would like to thank everyone in the team
who has worked so hard to make this possible and I am excited about the
future potential of this business."
Admission of New OSB Shares and total voting rights
Following the admission of the New OSB Shares and in accordance with the
Financial Conduct Authority's Disclosure Guidance and Transparency Rule
5.6.1R, OSB hereby notifies the market that OSB's issued share capital
as at today, 7 October 2019, consisted of 444,919,559 ordinary shares of
one pence each. OSB does not hold any shares in treasury. Therefore, the
total number of voting rights in OSB is 444,919,559. This figure may be
used by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or
a change to their interest in, OSB under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
A separate announcement has been made regarding the suspension of
trading of Charter Court Shares.
Appointment of directors to the board of OSB
With effect from 4 October 2019, Sir Malcolm Williamson has been
appointed to the OSB Board as Chairman of the Combined Group, Noël
Harwerth has been appointed to the OSB Board as Senior Independent
Director, Rajan Kapoor has been appointed to the OSB Board as Chair of
the Audit Committee and Tim Brooke and Ian Ward have been appointed to
the OSB Board as non-executive directors of the Combined Group.
Biographical details for each of these directors and details of their
appointments are contained in the OSB Prospectus published in connection
with the Combination on 15 May 2019. No other information is required to
be disclosed pursuant to Listing Rule 9.6.13R of the Listing Rules of
the Financial Conduct Authority, other than as already stated in the OSB
Prospectus, this announcement and the announcement by OSB and Charter
Court on 4 October 2019 confirming the resignation of certain other
directors as directors of Charter Court.
Capitalised terms used but not otherwise defined in this announcement
have the meanings given to them in the scheme document published on 15
May 2019 in relation to the Combination.
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 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
Slaughter and May are retained as legal adviser to OSB.
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.
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 OSB's and Charter
Court's websites at www.osb.com and www.chartercourtfs.co.uk
respectively by no later than 12 noon (London time) on 8 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.
OneSavings Bank plc LEI: 213800WTQKOQI8ELD692
(END) Dow Jones Newswires
October 07, 2019 03:00 ET (07:00 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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