Combination Update – Competition Clearance
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
LEI: 213800WTQKOQI8ELD692
30 July 2019
Recommended all-share combination
of
OneSavings Bank plc
and
Charter Court Financial Services Group plc
Combination Update – Competition Clearance
On 14 March 2019, the Boards of OneSavings Bank plc (“OSB”) and Charter Court Financial Services Group plc (“Charter Court”) announced that they had reached agreement on the terms of a recommended all-share combination for the entire issued and to be issued share capital of Charter Court (the "Combination"). The full terms and conditions of the Combination are set out in the scheme document which was published on 15 May 2019 (the "SchemeDocument").
In particular, the Combination remained subject to the conditions set out in Part III of the Scheme Document, which stated that the Combination was conditional (amongst other things) on the Competition and Markets Authority (the "CMA") confirming, in terms reasonably satisfactory to OSB, that the Combination or any matter arising therefrom or related thereto or any part of it will not be subject to a reference under sections 22 or 33 of the Enterprise Act 2002 (the “CMA Condition”).
OSB and Charter Court are pleased to confirm that, on 30 July 2019, the CMA announced that it does not intend to refer the Combination under the provisions of the Enterprise Act 2002 and that the CMA’s clearance was unconditional.
The CMA Condition has therefore been satisfied.
Completion of the Combination remains subject to other outstanding conditions, including receipt of regulatory approvals from the FCA and PRA. Further announcements will be made as necessary in due course.
Terms used but not defined in this announcement have the meanings given in the Scheme Document unless the context requires otherwise.
The person responsible for arranging the release of this announcement on behalf of OSB is Jason Elphick, Company Secretary and the person responsible for arranging the release of this announcement of behalf of Charter Court is Sebastien Maloney, Chief Financial Officer.
Further information
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
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
Important Notices
N. M. Rothschild & Sons Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for OSB and no one else in relation to the contents of this Announcement, the Combination, Admission or any other matters referred to in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Combination, Admission or any other matters referred to in this Announcement and will not be responsible to anyone other than OSB for providing the protections afforded to clients of Rothschild & Co nor for providing advice in relation to the contents of this Announcement, the Combination, Admission or any other matters referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild & Co under FSMA or the regulatory regime established thereunder, neither Rothschild & Co nor any of its affiliates accept any responsibility or liability whatsoever for, nor make any representation or warranty, express or implied, concerning the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by OSB or on OSB’s behalf, or by Rothschild & Co, or on Rothschild & Co’s behalf in connection with the Combination, the New OSB Shares or Admission and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. To the fullest extent permitted by law, Rothschild & Co and its affiliates disclaim all and any duty, liability or responsibility whatsoever (whether direct or indirect and whether in contract, in tort, under statute or otherwise) which it might otherwise have in respect of this Announcement or any such statement.
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 relation to 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 or any other matter referred to in this Announcement.
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.
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 jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Combination disclaim any responsibility or liability for any violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English law and the City 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 the United Kingdom.
Copies of this Announcement and any documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and any documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
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 31 July 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 Shares is GB00BD822578.
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