TIDMCCFS TIDMOSB
RNS Number : 8975O
Charter Court Financial Svs Grp PLC
04 October 2019
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
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUSRBRKRARRAA
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October 04, 2019 13:20 ET (17:20 GMT)
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