Onesav. Fix Sub Regulatory News (1SBA)

NOT INTENDED TO PROMOTE THE SALE OF ANY SECURITIES, AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT

OneSavings Bank plc

Announcement of Offer Price

FOR IMMEDIATE RELEASE

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by OneSavings Bank plc in due course in connection with the global offer of its ordinary shares (the "Shares") and the proposed admission of its Shares to the premium listing segment of the Official List of the UK Listing Authority ("Official List") and to trading on the main market for listed securities (the "Main Market") of London Stock Exchange plc (the "London Stock Exchange"). Copies of the Prospectus will, following publication, be available from http://www.osb.co.uk, subject to applicable securities laws, and at OneSavings Bank plc's registered office.

5 June 2014

OneSavings Bank plc ("OneSavings Bank" or the "Company"), the specialist lending and savings group, today announces the pricing of its initial public offering (the "Global Offer").

§ The offer price has been set at 170 pence per ordinary share (the "Offer Price").

§ Based on the Offer Price, the total market capitalisation of OneSavings Bank at the commencement of conditional dealings will be approximately £413m.

§ The Global Offer is expected to raise gross proceeds of approximately £134m  for the Company and OSB Holdco Limited (the "Major Shareholder"), a company incorporated in the Cayman Islands controlled by funds advised by J.C. Flowers & Co. LLC ("J.C. Flowers & Co.") and whose shareholders include certain of the directors and members of the senior management of the Company, assuming no exercise of the over-allotment option, and approximately £154m assuming exercise in full of the over-allotment option.

o The Company will receive approximately £41.5m of gross proceeds from the Global Offer.

o OSB Holdco Limited will receive approximately £93m of gross proceeds from the Global Offer assuming no exercise of the over-allotment option, and approximately £113m assuming exercise in full of the over-allotment option.

§ Conditional dealings will commence on the London Stock Exchange at 8.00am today under the ticker OSB (ISIN: GB00BM7S7K96).

§ Admission to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange and the commencement of unconditional dealings are expected to take place at 8.00am on 10 June 2014.

§ At Admission the Company will have 243,079,965 Shares in issue.

§ As stabilising manager on behalf of the syndicate, Barclays Capital Securities Limited has been granted an Over-Allotment Option of up to 11,848,686 Shares, representing up to 15 per cent of the Shares comprised in the Global Offer.

§ Barclays Bank PLC, acting through its investment bank ("Barclays") is Global Co‐ordinator, Sponsor and Joint Bookrunner on the Global Offer, Canaccord Genuity Limited ("Canaccord Genuity") and RBC Europe Limited ("RBC Capital Markets") are acting as Joint Bookrunners. Macquarie Capital (Europe) Limited ("Macquarie") is acting as Co‐Lead Manager. N M Rothschild & Sons Limited ("Rothschild") is acting as financial adviser to OneSavings Bank, the Major Shareholder, J.C. Flowers & Co. and J.C. Flowers & Co. UK LLP in connection with the Global Offer.

Andy Golding, Chief Executive of OneSavings Bank, said: "We are very pleased with the success of our IPO and with the strong support that we have seen for OSB's shares from top tier investors. We are excited about the next phase of OSB's development and extremely confident that we have the right management and strategy in place to deliver long-term shareholder value, and a great customer proposition."

Publication of Prospectus

Full details of the Global Offer will be included in the Prospectus, which is expected to be published and available later today from http://www.osb.co.uk, subject to applicable securities laws, and at OneSavings Bank's registered office.

Enquiries

OneSavings Bank plc +44 (0)1634 835 788

Andy Golding

April Talintyre

Zoe Bucknell

Global Co-ordinator, Sponsor and Joint Bookrunner

Barclays +44 (0)20 7623 2323

Chris Madderson

Ben Davey

Tom Lewin

Kunal Gandhi

Joint Bookrunners

Canaccord Genuity +44 (0)20 7523 8000

Roger Lambert

Martin Green

Piers Coombs

RBC Capital Markets +44 (0)20 7653 4000

Duncan Smith

Oliver Hearsey

Mike Carter

James Eves

Co-Lead Manager

Macquarie Capital (Europe) Limited +44 (0)20 3037 2000

Julian Wentzel

Jonny Allison

Steve Baldwin

Financial Adviser

Rothschild +44 (0)20 7280 5000

Stephen Fox

Adam Young

Daniel Werchola

Media Enquiries:

Brunswick Group LLP +44 (0)20 7404 5959

Michael Harrison

Robin Wrench

Forward looking statements

This announcement contains "forward-looking" statement, beliefs or opinions. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of OneSavings Bank and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors or OneSavings Bank with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of OneSavings Bank and the industry in which it operates. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing OneSavings Bank. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Rules and Transparency Rules of the Financial Conduct Authority (the "FCA").

Each of Barclays, Barclays Capital Securities Limited ("BCSL"), Canaccord Genuity, RBC Capital Markets, Macquarie and Rothschild and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statements contained in this announcement whether as a result of new information, future developments or otherwise.

Important Notice

The contents of this announcement, which have been prepared by and are the sole responsibility of OneSavings Bank, have been approved by Barclays Bank PLC for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.

Important information

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement is not an offer of securities for sale, or a solicitation of an offer to purchase securities in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan.

In any EEA Member State that has implemented Directive 2003/71/EC, as amended including by Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

Only for distribution to Australian 'exempt investors' as defined in Chapter 6D.2 of the Australian Corporations Act 2001 (Cth) ("Corporations Act") or 'wholesale clients' as defined in Chapter 7 of the Corporations Act.

This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus intended to be published by OneSavings Bank in due course in connection with the proposed admission of its Shares to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange. Copies of the Prospectus will, following publication, be available from http://www.osb.co.uk, subject to applicable securities laws, and at the Company's registered office.

Any purchase of Shares in the proposed Global Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Global Offer. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

This announcement does not constitute a recommendation concerning the Global Offer. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus, when published. Information in this announcement or any of the documents relating to the Global Offer cannot be relied upon as a guide to future performance. There is no guarantee that Admission will occur and you should not base your financial decisions on OneSavings Bank's intentions in relation to Admission at this stage. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the entity concerned.

Each of Barclays, BCSL and RBC Capital Markets is authorised by the UK Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA. Each of Canaccord Genuity and Macquarie is authorised and regulated by the FCA. Rothschild is authorised by the PRA and regulated by the FCA and the PRA in the UK. Each of Barclays, BCSL, Canaccord Genuity, RBC Capital Markets and Macquarie is acting exclusively for the Company and no one else in connection with the Global Offer and will not regard any other person as a client in relation to the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Global Offer or any transaction or arrangement referred to in this announcement. Rothschild is acting exclusively for OneSavings Bank, the Major Shareholder, J.C. Flowers & Co. and J.C. Flowers & Co. UK LLP and no one else in connection with the Global Offer and will not regard any other person as a client in relation to the Global Offer and will not be responsible to anyone other than OneSavings Bank, the Major Shareholder, J.C. Flowers & Co. and J.C. Flowers & Co. UK LLP for providing the protections afforded to its clients nor for giving advice in relation to the Global Offer or any transaction or arrangement referred to in this announcement.

In connection with the Global Offer, each of Barclays, BCSL, Canaccord Genuity, RBC Capital Markets, Macquarie and Rothschild and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of OneSavings Bank or related investments in connection with the Global Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Barclays, BCSL, Canaccord Genuity, RBC Capital Markets, Macquarie and Rothschild or any of their respective affiliates acting as investors for their own accounts. Barclays, BCSL, Canaccord Genuity, RBC Capital Markets, Macquarie and Rothschild and their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed on any of Barclays, BCSL, Canaccord Genuity, RBC Capital Markets, Macquarie or Rothschild by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of Barclays, BCSL, Canaccord Genuity, RBC Capital Markets, Macquarie or Rothschild or any of their respective affiliates accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or the Global Offer and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of Barclays, BCSL, Canaccord Genuity, RBC Capital Markets, Macquarie and Rothschild and their respective affiliates accordingly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

In connection with the Global Offer, Barclays Capital Securities Limited, as stabilising manager (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the Global Offer price. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.

In connection with the Global Offer, the Stabilising Manager, may, for stabilisation purposes, over-allot Shares up to a maximum of 15 per cent of the total number of Shares comprised in the Global Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilisation period, the Major Shareholder will grant to the Stabilising Manager an option (the "Over-allotment Option") pursuant to which the Stabilising Manager may require the Major Shareholder to sell additional Shares up to a maximum of 15 per cent of the total number of Shares comprised in the Global Offer (the "Over-allotment Shares") at the offer price. The Over-allotment Option will be exercisable in whole or in part, upon notice by the Stabilising Manager, for 30 calendar days after the commencement of conditional trading of the Shares on the London Stock Exchange. Any Over-allotment Shares sold by the Stabilising Manager will be sold on the same terms and conditions as the Shares being sold or issued in the Global Offer and will form a single class for all purposes with the other Shares. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.