TIDMOSB
LEI: 213800ZBKL9BHSL2K459
The following regulated information, disseminated pursuant to DTR 6.3.5,
comprises a Circular and Notice of General Meeting which was sent to
shareholders of the Company on 11 January 2021. A copy is available at
https://www.globenewswire.com/Tracker?data=wUePJsPi_HbMT7rBkWGGB6_Earnpat7y_B6aH1KzKMra1FQeNleYL98ec53-ixn2anD638Bj2-VsQtyDGZ6G8g==
www.osb.co.uk
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the contents of this document, or as to
what action you should take, it is recommended that you seek your own
independent financial advice from your stockbroker, bank manager,
solicitor, accountant or other independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended).
If you have sold or transferred all of your shares in OSB GROUP PLC,
please forward this document together with the accompanying Form of
Proxy as soon as possible to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer was
effected for transmission to the purchaser or transferee.
OSB GROUP PLC
(a public limited company incorporated and registered in England and
Wales under the Companies Act 2006 with registered number 11976839)
Recommended proposal for a reduction of the nominal value of OSB GROUP
PLC ordinary shares from three-hundred and four (304) pence each to one
(1) penny each
and
Notice of General Meeting
This document should be read as a whole. Your attention is drawn to the
Letter from the Chairman of OSB Group which is set out in Part III of
this document and includes a recommendation that you vote in favour of
the Resolution to be proposed at the General Meeting referred to below.
Notice of a General Meeting of the Company to be held virtually at 1.00
p.m. on 28 January 2021 is set out in Part IV of this document. A Form
of Proxy for use at the General Meeting is enclosed with this document.
As a result of the constantly evolving COVID-19 situation and the
Government's restrictions and guidance on, amongst other things, social
contact, public gatherings and non-essential travel, the General Meeting
will be held virtually in accordance with the provisions of CIGA and
there will be no physical meeting for Shareholders to attend. In order
to vote at the General Meeting, Shareholders are required to complete,
sign and return the Form of Proxy appointing the Chairman as proxy in
accordance with the instructions printed thereon. To be valid, the Form
of Proxy must be completed and returned as soon as possible and in any
event so as to be received by the Registrar, Equiniti Limited, by no
later than 1.00 p.m. on 26 January 2021 (or if the General Meeting is
adjourned, not later than 48 hours before the time appointed for the
adjourned meeting). You can return your Form of Proxy by post to
Equiniti Limited at Equiniti, Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6DA.
If you hold your shares in CREST, you may appoint the Chairman as proxy
through the CREST electronic proxy appointment service by completing and
transmitting a CREST Proxy Instruction to the Registrar, Equiniti (under
CREST participant ID RA19) as soon as possible and so that it is
received by no later than 1.00 p.m. on 26 January 2021. If you would
like to submit your proxy vote electronically, you can do so by visiting
www.sharevote.co.uk. You will need to enter the Voting ID, Task ID and
Shareholder Reference Number printed on the Form of Proxy and follow the
online instructions. The deadline for receipt of electronic proxies is
1.00 p.m. on 26 January 2021.
GIVEN THE CONSTANTLY EVOLVING SITUATION RELATING TO THE COVID-19
PANDEMIC REGARDING LOCKDOWNS AND CONTINUED OR FURTHER GOVERNMENT
RESTRICTIONS ON SOCIAL CONTACT, PUBLIC GATHERINGS AND NON-ESSENTIAL
TRAVEL, THE GENERAL MEETING WILL BE HELD VIRTUALLY. SHAREHOLDERS CANNOT
ATT THE GENERAL MEETING IN PERSON AND, IN ORDER TO VOTE, SHAREHOLDERS
ARE REQUIRED TO APPOINT THE CHAIRMAN OF THE GENERAL MEETING AS PROXY BY
THE RELEVANT TIME.
As Shareholders will not be able to physically attend the General
Meeting, in order to vote they are required to appoint the Chairman of
the General Meeting as proxy and provide voting instructions in advance
of the General Meeting instead. It is essential that the Chairman of the
General Meeting is appointed as proxy as this will ensure that votes on
the business of the General Meeting are cast on such Shareholder's
behalf. Voting will only be conducted by proxy. If a Shareholder
appoints any individual other than the Chairman as proxy, that
individual will not be able to attend the General Meeting and such
Shareholder will not have their voting instructions taken into account
at the General Meeting.
Shareholders will be able to use a video conferencing facility to allow
them to view and listen to the proceedings at the General Meeting.
Shareholders wishing to use the video conferencing facility should
contact the Company by sending an e-mail to
company.secretariat@osb.co.uk no later than 1.00 p.m. on 26 January 2021
asking for the relevant details. Shareholders will not be permitted to
ask questions during the General Meeting. However, Shareholders are
invited to submit questions relating to the business to be dealt with at
the General Meeting by e-mail to company.secretariat@osb.co.uk no later
than 1.00 p.m. on 26 January 2021. The Company will endeavour to answer
these questions at the General Meeting so far as is practicable.
The Company is taking these precautionary measures, in accordance with
CIGA, to make the General Meeting as safe and efficient as possible.
CONTENTS
Page
Part I: Expected timetable of principal events 4
Part II: Definitions 5
Part III: Letter from the Chairman 7
Part IV: Notice of General Meeting 11
PART I: EXPECTED TIMETABLE OF PRINCIPAL EVENTS
PRINCIPAL EVENTS TIME AND DATE
Publication of this document 11 January 2021
Latest time and date for receipt of Forms of Proxy or
1.00 p.m. 26 January 20211 CREST Proxy Instruction for the General
Meeting
General Meeting 1.00 p.m. 28 January 2021
Expected date for the directions hearing for the Court to consider
10 February 2021 the Capital Reduction application
Expected date for the Court Hearing to confirm the Capital Reduction
23 February 2021 Expected date that the Capital Reduction becomes
effective
2 March 2021
Notes
1. The times and dates set out in this timetable and throughout this
document that fall after the date of publication of this
document are based on the Company's current expectations and are subject
to change. The times and dates are indicative only and will depend,
among other things, on the date upon which the Court confirms the
Capital Reduction. The provisional final hearing date is subject to
change and dependent on the Court's timetable.
1. The timetable assumes that there is no adjournment of the General
Meeting. If the scheduled date for the General Meeting changes, the
revised date and/or time will be notified to Shareholders by an
announcement made by the Company through a Regulatory Information Service
(as defined in the Financial Conduct Authority's Listing Rules).
2. All times shown are London times unless otherwise stated.
1 The Form of Proxy for the General Meeting must be lodged before 1.00
p.m. on 26 January 2021 in order for them to be valid, or, if the
General Meeting is adjourned, not later than 48 hours before the time
appointed for the holding of the adjourned meeting. Forms of Proxy not
lodged by the date and time set out above will be invalid.
PART II: DEFINITIONS
The following definitions apply throughout this document and the
accompanying Form of Proxy unless the context otherwise requires:
Board or Directors the directors of the
Company or any duly appointed committee
thereof;
Business Day a day (other than a
Saturday, Sunday or public holiday in England) on which banks are
generally open for business in London other than solely for trading and
settlement in Euro;
Capital Reduction the proposed reduction of
the nominal value of the OSB Group
Shares from three-hundred and four (304) pence each to one (1) penny
each, pursuant to the Resolution as set out in the Notice of General
Meeting;
CIGA the Corporate
Insolvency and Governance Act 2020;
Companies Act Companies Act 2006;
Company or OSB Group OSB GROUP PLC, a public limited
company incorporated in
England and Wales with registered number 11976839;
Court the High Court of
Justice in England and Wales;
Court Hearing the hearing by the Court
to confirm the Capital Reduction;
Court Order the order of the Court
confirming the Capital Reduction;
CREST the relevant system
(as defined in the Regulations) in respect of which Euroclear UK &
Ireland Limited is the Operator (as defined in those Regulations) in
accordance with which securities may be held and transferred in
uncertificated form;
CREST Manual the rules governing the
operation of CREST;
CREST Proxy Instruction a properly authenticated CREST
message appointing and
instructing a proxy submitted in accordance with procedures described in
the CREST Manual;
CRR Capital
Requirements Regulation (Regulation (EU) No. 575/2013) as it forms part
of UK domestic law pursuant to the European Union (Withdrawal) Act 2018;
Form of Proxy the form of proxy for
use at the General Meeting enclosed with this document;
General Meeting the general meeting of
the Company to be held at 1.00 p.m. on 28 January 2021, notice of which
is set out in Part IV of this document and including any adjournment(s)
thereof;
Group the Company and its
subsidiaries and subsidiary undertakings (in each case as defined in the
Companies Act);
Latest Practicable Date means 7 January 2021, being
the latest practicable date prior to
the publication of this document;
Notice of General Meeting the notice of General Meeting
set out in Part IV of this document;
OSB Group Shares ordinary shares of, prior to
the Capital Reduction, three-hundred
and four (304) pence each in the capital of the Company;
PRA Prudential
Regulation Authority (as defined in the Financial Services and Markets
Act 2000) or its successor from time to time;
Registrar Equiniti Limited;
Regulations Uncertified Securities
Regulations 2001 (SI 2001/3755) as amended;
Resolution the special resolution
to approve the Capital Reduction to be proposed at the General Meeting
which is set out in full in the Notice of General Meeting;
Shareholders holders of OSB Group
Shares from time to time;
UK or United Kingdom the United Kingdom of Great
Britain and Northern Ireland.
PART III: LETTER FROM THE CHAIRMAN
OSB Group Directors:
David Weymouth Graham Allatt Andrew Golding Noël Harwerth Sarah
Hedger Rajan Kapoor Mary McNamara April Talintyre
To all Shareholders Dear Shareholder,
PROPOSED CAPITAL REDUCTION
Registered Office:
OSB House Quayside Chatham Maritime
Kent ME4 4QZ
11 January 2021
1 Introduction
I am writing to provide you with details of a proposal to create
distributable reserves for the Company. The Company currently has no
distributable reserves and is therefore unable to pay dividends or other
distributions to Shareholders unless it first receives dividends or
other distributions from its operating subsidiary, OneSavings Bank plc.
Accordingly, your approval is being sought to carry out a reduction of
the nominal value of the OSB Group Shares from three-hundred and four
(304) pence per OSB Group Share to one (1) penny per OSB Group Share.
This reduction will create the required distributable reserves but does
not affect the economic value of the Group and should not have any
impact on the market value of the OSB Group Shares.
The Capital Reduction is conditional upon, amongst other things:
1. the Resolution having been passed by Shareholders to approve the Capital
Reduction;
2. the confirmation of the Capital Reduction by the Court at the Court
Hearing;
3. a copy of the Court Order having been delivered to the Registrar of
Companies and registered by them; and
4. the PRA having been notified of, and having approved or having been
deemed to have approved, in accordance with the relevant applicable law
or regulation (to the extent such notification, approval (or deemed
approval) is required by the relevant applicable law or regulation and
has not been withdrawn or deemed withdrawn), the Capital Reduction under
Article 78(1) of the CRR.
Part IV of this document contains a Notice of General Meeting convening
the General Meeting to be held virtually at 1.00 p.m. on 28 January
2021.
The purpose of this document is to provide you with information about
the Capital Reduction and to explain why the Board considers the Capital
Reduction to be in the best interests of the Company and its
Shareholders as a whole. The Board unanimously recommends that you vote
in favour of the Resolution to be proposed at the General Meeting.
Shareholders should note that, unless the Resolution is approved at the
General Meeting (and the Court subsequently confirms the Capital
Reduction), the Capital Reduction will not take place.
Part II of this document contains definitions of words and terms that
have been used throughout it. Please refer to Part II as you review the
documentation.
2 Background to, and reasons for, the Capital Reduction
In April 2020, the Board took the prudent decision to cancel the final
dividend for 2019 in order to help serve the needs of businesses and
households through the extraordinary challenges presented by COVID-19.
The Group has delivered strong financial and operational performance in
the nine months to 30 September 2020 and continues to maintain capital
significantly in excess of regulatory capital requirements. In view of
this, the Board announced in November 2020 its aspiration to resume
payment of dividends. Any decision by the Board to pay a dividend will
take into account the Group's financial results for 2020 and the outlook
for 2021 and beyond and, although not strictly applicable to the Company,
have regard to the PRA's statements on capital distributions by large UK
banks.
Under the Companies Act, distributions to Shareholders can only be made
out of profits available for that purpose as shown in the Company's
accounts (these are known as distributable reserves). Pursuant to the
implementation of a scheme of arrangement approved by OneSavings Bank
plc shareholders and the Court, the Company became the new holding
company of the Group on 27 November 2020. The Company currently has no
distributable reserves and is therefore unable to make distributions to
its Shareholders, including any payment of dividends, until such time as
distributable reserves have been created or arise in the Company.
In the absence of a Capital Reduction, the Company is reliant upon the
receipt of dividends and other distributions from its operating
subsidiary and companies in which it has an investment in order to give
rise to the distributable reserves needed to make dividend payments.
Although the Company is confident in its ability to rely on such
upstreamed distributions, there are a number of advantages to
implementing the Capital Reduction as a means of creating distributable
reserves to support future dividend payments to Shareholders.
Firstly, the payment of dividends or other distributions to the Company
by its subsidiary or companies in which it has an investment cannot be
guaranteed and is subject to restrictions, including the need to
maintain sufficient capital to meet regulatory requirements and the
existence of distributable reserves and cash in those entities making
the payment. In addition, the Capital Reduction would avoid the need for
the Company to receive dividends or other distributions before it makes
the decision to pay a dividend to Shareholders. This eliminates the risk
of capital being trapped at the holding company level and, therefore,
being unavailable for use elsewhere in the Group, for example, to
support new loans or absorb unforeseen losses. The Capital Reduction
also affords the Company greater flexibility when issuing new shares to
satisfy its outstanding share plan obligations as, without a reduction
of the nominal value of the OSB Group Shares, the Company would only be
able to issue new shares where the option price exceeded GBP3.04.
In light of this, the Board believes that it is an appropriate time to
undertake the Capital Reduction.
3 Proposed Capital Reduction
The Company is proposing to reduce its issued share capital by
cancelling and extinguishing capital of three-hundred and three (303)
pence on each OSB Group Share and reducing the nominal value of each OSB
Group Share from three-hundred and four (304) pence each to one (1)
penny each in accordance with the Companies Act.
The reserves arising as a result of the Capital Reduction, expected to
be approximately
GBP1,355,357,723.40, will, subject to any arrangements required for the
protection of creditors and any direction given by the Court in
confirming the Capital Reduction, amount to distributable reserves for
the purposes of the Companies Act and these reserves will be available
to enable the Company to pay dividends and other distributions to
Shareholders in the future.
The Directors reserve the right to elect not to proceed with the Capital
Reduction if the Directors believe that the terms required to obtain
confirmation by the Court are unsatisfactory to the Company or if, as a
result of an unforeseen event, the Board considers that to continue with
the Capital Reduction would be inappropriate or inadvisable or no longer
in the best interests of the Company and its Shareholders
as a whole. The Directors will not proceed with the Capital Reduction
absent the approval or deemed approval of the PRA to the Capital
Reduction under Article 78(1) of the CRR.
4 Further details on the Capital Reduction procedure
If Shareholders approve the Resolution at the General Meeting, the Board
intends to make an application to the Court to obtain its approval to
the Capital Reduction as soon as possible following the General Meeting.
The Court will be concerned to ensure that the Company's creditors are
not prejudiced by the proposed Capital Reduction. The Directors intend
to take such steps to satisfy the Court in this regard as they consider
appropriate.
Provisional dates have been obtained for the required Court hearings.
These dates are subject to change and dependent on the Court's
timetable. If the hearings go ahead on the provisional dates, the
present timetable provides that the Court Hearing, at which it is hoped
that the Court will make an order confirming the Capital Reduction, will
take place on 23 February 2021.
The Capital Reduction will not take effect until the Court Order
confirming the Capital Reduction is filed with and registered by the
Registrar of Companies. The Board intends to file the required
documentation with the Registrar of Companies on the Business Day
following the Court Hearing and, subject to compliance with all
procedural requirements, it is expected that the Registrar of Companies
will register the documents within a week of filing. On the present
timetable, which is subject to change and dependent on the Court's
timetable, this would mean that the Capital Reduction would take effect
on 2 March 2021.
No new share certificates will be issued as a result of the Capital
Reduction as the Capital Reduction only affects the nominal value of the
OSB Group Shares, not the number of OSB Group Shares held by each
Shareholder.
5 Taxation
The Capital Reduction should not have any UK tax consequences for
Shareholders. It should be treated as a reorganisation of the share
capital of the Company, and accordingly should not result in a disposal
or deemed disposal by any Shareholders. After the Capital Reduction, the
OSB Group Shares should be treated as the same asset as was originally
acquired by each Shareholder for tax purposes and, therefore, the base
cost of the OSB Group Shares should remain unaffected.
Shareholders who are in any doubt as to their tax position or who are
subject to tax in a jurisdiction other than the United Kingdom should
consult an appropriate independent professional adviser.
6 General Meeting
Please see the Notice of General Meeting of the Company which is set out
in Part IV of this document. The General Meeting will be held virtually
at 1.00 p.m. on 28 January 2021. At the General Meeting, the Resolution
set out in Part IV of this document will be proposed to Shareholders.
The Resolution will be passed if not less than 75% of the votes cast (in
person or by proxy) are in favour of it.
7 Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the General
Meeting. Given the constantly evolving COVID-19 situation regarding
lockdowns and continued or further government restrictions on social
contact, public gatherings and non-essential travel, the General Meeting
will be held virtually in accordance with the provisions of CIGA.
Shareholders cannot attend the General Meeting in person and, in order
to vote, Shareholders are required to appoint the Chairman of the
General Meeting as proxy and provide voting instructions in advance of
the General Meeting. Voting will only be conducted by proxy.
To be valid, the Form of Proxy must be completed and returned as soon as
possible and in any event so as to be received by the Registrar,
Equiniti Limited, by no later than 1.00 p.m. on 26 January 2021
(or, if the General Meeting is adjourned, not later than 48 hours before
the time appointed for the adjourned meeting). You can return your Form
of Proxy by post to Equiniti Limited at Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA.
If you hold your shares in CREST, you may appoint the Chairman as proxy
by completing and transmitting a CREST Proxy Instruction to the
Registrar, Equiniti Limited (under CREST participant ID RA19) as soon as
possible and so that it is received by no later than 1.00 p.m. on 26
January 2021. If you would like to submit your proxy vote electronically,
you can do so by visiting www.sharevote.co.uk. You will need to enter
the Voting ID, Task ID and Shareholder Reference Number printed on the
Form of Proxy and follow the online instructions. The deadline for
receipt of electronic proxies is 1.00 p.m. on 26 January 2021.
8 Recommendation
The Board unanimously believes the Capital Reduction to be in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote in favour
of the Resolution to be proposed at the General Meeting, as the
Directors intend to do in respect of their own beneficial shareholdings
totalling 942,015 OSB Group Shares (representing approximately 0.21% of
the issued share capital of the Company as at the Latest Practicable
Date.
Yours faithfully,
David Weymouth
Chairman of OSB GROUP PLC
PART IV: NOTICE OF GENERAL MEETING
OSB GROUP PLC
(registered in England and Wales, Registered no. 11976839)
NOTICE IS HEREBY GIVEN that a general meeting of OSB GROUP PLC (the
"Company") will be held virtually at 1.00 p.m. on 28 January 2021 in
accordance with the provisions of the Corporate Insolvency and
Governance Act 2020 ("CIGA") for the purposes of considering and, if
thought fit, passing the following resolution, which is being proposed
as a special resolution. Voting on the Resolution will be by way of a
poll.
Resolution 1 -- Reduction of nominal value
THAT, subject to the confirmation of the High Court of Justice in
England and Wales, the issued share capital of the Company be reduced by
cancelling and extinguishing capital to the extent of GBP3.03 on each
issued fully paid up ordinary share of GBP3.04.
Registered Office
OSB House Quayside Chatham Maritime Kent
ME4 4QZ
1. APPOINTMENT OF PROXIES
By order of the Board
Jason Elphick, Group General Counsel and Company Secretary
Given the constantly evolving situation relating to the COVID-19
pandemic regarding lockdowns and continued or further Government
restrictions on social contact, public gatherings and non-essential
travel, the General Meeting will be held virtually in accordance with
the provisions of CIGA.
Shareholders cannot attend the General Meeting in person and, in order
to vote, you are required to appoint the Chairman of the General Meeting
as proxy to ensure that votes on the business of the General Meeting are
cast on your behalf. Voting will only be conducted by proxy. If you
appoint any individual other than the Chairman as proxy, that individual
will not be able to attend the General Meeting and you will not have
your voting instructions taken into account at the General Meeting.
Unless you have registered to receive Shareholder documents via e-mail
alert, a Form of Proxy is enclosed.
2. ONLINE PROXY VOTING
Alternatively, a Shareholder may register a proxy vote online via the
Equiniti website www.sharevote.co.uk subject to the terms and conditions
shown on the website. To do this you will need your Voting ID, Task ID
and Shareholder Reference Number shown on your Form of Proxy.
Shareholders registered with www.shareview.co.uk can log on and vote
through that service using their user ID and password. Once logged in
click "View" on the "My Investments" page, click on the link to vote and
then follow the onscreen instructions.
3. INFORMATION RIGHTS
A person who is not a Shareholder, but who has been nominated by a
Shareholder to enjoy information rights does not have a right to appoint
a proxy. A nominated person may have a right under an agreement with the
relevant Shareholder to be appointed as a proxy or to have somebody else
appointed as a proxy for the meeting. If a nominated person does not
have such a right, or has such a right and does not wish to exercise it,
he or she may have a right under an agreement with the relevant
Shareholder to give instructions as to the exercise of voting rights.
4. RECORD DATE FOR VOTING
Pursuant to Regulation 41 of the Uncertificated Securities Regulations
2001 and section 360B of the Companies Act 2006, the Company specifies
that only those Shareholders on the shareholder register as at close of
business on 26 January 2021 or, if the meeting is adjourned at close of
business on the
day two (2) days prior to the adjourned meeting (excluding any part of a
day that is not a working day) shall be entitled to attend or vote at
the meeting in respect of the number of ordinary shares registered in
their name at that time. Changes to the register after the close of
business on the relevant date shall be disregarded in determining the
rights of any person to attend by proxy or vote at the meeting or any
adjourned meeting.
5. RETURN DATE FOR PROXIES
To be effective, the Form of Proxy, duly signed, or your online votes,
must be sent to the Company's Registrar, Equiniti Limited, so as to be
received no later than 1.00 p.m. on 26 January 2021 using the pre-paid
envelope provided. Given the constantly evolving situation relating to
the COVID-19 pandemic regarding lockdowns and continued or further
Government restrictions on social contact, public gatherings and
non-essential travel, the General Meeting will be held virtually in
accordance with the provisions of CIGA and you will not be able to
attend the General Meeting in person.
The completion and return of the Form of Proxy will not prevent you from
using the video conferencing facility to view and listen to the
proceedings at the General Meeting (or any adjournment thereof) or
submitting written questions in advance of the General Meeting if you
are entitled to and wish to do so.
6. CREST PROXY VOTING
CREST members who wish to appoint a proxy through the CREST electronic
proxy appointment service may do so by using the procedures described in
the CREST Manual which can be viewed at www.euroclear.com. CREST
personal members or other CREST sponsored members, and those CREST
members who have appointed a voting service provider(s), should refer to
their CREST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf. CREST messages must, in
order to be valid, be transmitted so as to be received by the Company's
agent, ID RA19, Equiniti Limited, no later than 1.00 p.m. on 26 January
2021.
7. VOTING BY CORPORATE REPRESENTATIVE
Any corporation which is a Shareholder can appoint one or more corporate
representatives who may exercise on its behalf all of the same powers as
the corporation could exercise if it were an individual Shareholder,
provided they do not do so in relation to the same shares.
8. SHAREHOLDERS' RIGHT TO ASK QUESTIONS
Given the constantly evolving COVID-19 situation regarding lockdowns and
continued or further Government restrictions on social contact, public
gatherings and non-essential travel, the General Meeting will be held
virtually in accordance with the provisions of CIGA. Shareholders cannot
attend the General Meeting in person.
Instead, Shareholders will be able to use a video conferencing facility
to allow them to view and listen to the proceedings at the General
Meeting but will not be able to ask questions during the General
Meeting. Shareholders are invited to submit questions relating to the
business to be dealt with at the General Meeting by e-mail to
company.secretariat@osb.co.uk no later than 1.00 p.m. on 26 January
2021. The Company will endeavour to answer these questions at the
General Meeting and, to the extent that such questions are material,
publish such questions and the Company's response on the Company's
website (www.osb.co.uk/investors/) so far as is practicable.
9. TOTAL VOTING RIGHTS
As at the Latest Practicable Date the issued listed share capital of the
Company with voting rights comprised 447,312,780 ordinary shares of
three-hundred and four (304) pence each carrying one vote. The total
voting rights in the Company as at the Latest Practicable Date were,
therefore, 447,312,780.
10. COPY OF NOTICE AVAILABLE ON WEBSITE
A copy of this Notice and other information required by section 311A of
the Companies Act 2006 can be found at www.osb.co.uk. You may not use
any electronic address provided in either this Notice or any other
related documents (including the Forms of Proxy) to communicate with the
Company for any purposes other than those expressly stated.
(END) Dow Jones Newswires
January 11, 2021 12:00 ET (17:00 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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