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NOT INTENDED TO PROMOTE THE SALE OF ANY SECURITIES, AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF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 Intention to Float on the London Stock Exchange

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.

7 May 2014

OneSavings Bank plc ("OneSavings Bank" or the "Company" or the "Group"), the specialist lending and savings group, today announces its intention to proceed with an initial public offering (the "IPO" or the "Global Offer"). OneSavings Bank intends to apply for admission of its Shares to the Official List and to trading on the Main Market of the London Stock Exchange (together, "Admission").

The Group serves customers in the UK, Jersey and Guernsey and focuses its specialist lending activities on selected sub-sectors of the lending market in which it has an established presence and expertise, and where opportunities have been identified for both high, risk-adjusted returns and strong growth. The Group's specialist segments include Residential Mortgages (comprising bespoke first charge mortgages, second charge mortgages and shared ownership mortgages) and Buy-to-Let/SME. The Group originates almost all its organic lending through specialist intermediaries and is predominantly funded by retail savings.

OneSavings Bank was formed in 2011 following the recapitalisation of the Kent Reliance Building Society by funds advised by J.C. Flowers & Co. LLC ("J.C. Flowers & Co.") and is based in Chatham, Kent. The Group trades under the Kent Reliance, Interbay, Prestige and Heritable brands in the UK and under the Jersey Home Loans and Guernsey Home Loans brands in the Channel Islands.

Highlights

§ Specialist lender with an established savings franchise and efficient and scalable low-cost operating model

§ A fast growing and profitable business which increased loans and advances by 38% to £3,041m in 2013 (2012: £2,196m) and delivered a return on equity of 22%1 for the year ending 31 December 2013

§ Focus on bespoke and responsive underwriting, leveraging the Company's unique and cost efficient operating model and maintaining and building upon its 150 year heritage in savings

§ The Company's objectives2 are to achieve a return on equity in excess of 25% and a cost/income ratio of less than 35%, while maintaining its existing conservative risk profile, a buffer above a 10% fully loaded CRD IV Common Equity Tier 1 capital ratio and a loan-to-deposit ratio of less than 100%3

§ The Group intends to adopt a dividend pay-out ratio to reflect the growth profile of the business and is currently targeting a ratio of at least 25%

§ Experienced management team with a strong risk management background, who have been integral to the growth of the Group's business following the Group's formation in 2011 and who have adopted a clearly defined strategy for the Group

Andy Golding, Chief Executive of OneSavings Bank, said: "We have made enormous progress since the bank was created three years ago thanks to the support of our shareholders and the hard work of all our dedicated staff. In 2013 we improved our underlying profitability very significantly by attracting more savers and borrowers and keeping costs under tight control. We have a deep understanding of our markets and are confident we can continue to grow using our specialist, flexible and personal approach to lending and saving.

A stock exchange listing is the next natural step in the evolution of the business, providing us with access to the capital markets to enable us to invest for future growth."

Details of the Global Offer

§ The Global Offer will comprise Shares being sold to certain institutional and professional investors in the United Kingdom and elsewhere outside the United States in reliance on Regulation S and in the United States only to qualified institutional buyers ("QIBs") in reliance on Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended. The Global Offer will comprise an offer of new Shares to be issued by OneSavings Bank and a sale of existing Shares to be sold by OSB Holdco Limited (the "Major Shareholder"), a company incorporated in the Cayman Islands controlled by funds advised by J.C. Flowers & Co. and whose shareholders include certain of the directors and members of the senior management of the Company

§ The Company intends to use the gross primary proceeds it receives from the Global Offer (approximately £41.5 million) to increase its Common Equity Tier 1 ratio, support future growth and for general corporate purposes as well as to pay for costs associated with the Global Offer

§ An over-allotment option of up to 15% of the Global Offer size will be made available by the Major Shareholder

§ The Company, J.C. Flowers & Co. and the Non-Executive Directors, respectively, will be subject to certain lock-up arrangements in respect of the issue or sale of Shares for 180 days following completion of the Global Offer

§ Executive Directors will be subject to certain lock-up arrangements in respect of the sale of Shares for 360 days following completion of the Global Offer

§ The IPO is expected to achieve a free float of at least 30%

§ 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

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

Appendix

Key Strengths of the Group

An established and stable retail savings franchise providing access to reliable, lower cost funding

§ Through the Kent Reliance brand, the Group has the benefit of an established and stable savings franchise, with approximately 142,000 savings customers operating approximately 180,000 savings accounts as at the end of the 2013 financial year

The Group operates in under-served sub-sectors of the UK lending market

§ The ability to provide bespoke, manual underwriting enables the Group to react quickly and flexibly to the non-standard requests which are more common in these sub-sectors

Focus on specialist mortgage products producing higher returns in comparison to non-specialist mortgage products

§ The Group's organic origination in the second half of the 2013 financial year generated returns on equity in excess of 40%4 in the Group's Residential Mortgages and Buy-To-Let/SME segments

The Group benefits from long-established and strong relationships with intermediaries

§ The close working relationship that the Group has developed with its network of mortgage intermediaries allows it to remain at the fore-front of innovation in respect of products in the sub-sectors in which it operates

The Group operates a flexible and dynamic business model

§ The Group is able to adapt quickly and efficiently to market conditions and access new specialist markets

Cost efficient and scalable banking model

§ The combination of the Group's product-focused specialist business model, use of third party intermediaries for distribution and efficient operations function in India allows it to operate at a lower cost-to-income ratio than many other banks

Strong balance sheet with high quality collateral

§ The Group has a strong balance sheet underpinned by high quality collateral, with an average loan-to-value ratio of 64% (as at the end of the 2013 financial year)

The Group maintains appropriate levels of capital with strong liquidity ratios

§ The Group maintains levels of regulatory capital which are in excess of its regulatory requirements

Strategy

To be a leading UK specialist lender in chosen sub-sectors

§ The Group's strategy is to be a leading specialist lender to consumers, entrepreneurs and SMEs in the UK, Jersey and Guernsey, primarily funded by its long-standing, stable savings franchise. In the future the Group intends to focus more heavily on the Buy-to-Let/SME lending sub-sectors as the products in these sub-sectors tend to generate higher net interest income

Retain focus on bespoke and responsive underwriting

§ Bespoke and responsive underwriting processes are integral to the Group's principal strategy to be a leading UK specialist lender. The Group will retain a focus on carrying out bespoke, manual underwriting, recognising that this expertise is necessary to be a leader in the specialist sub-sectors in which the Group operates

Deepen existing relationships with intermediaries

§ The Group will continue to provide a personal, responsive service to the intermediaries with whom it works. The Group will seek to deepen its existing relationships with intermediaries and will conservatively expand the panel of intermediaries with whom it works

Leverage operational structure to continue to deliver cost efficiency as the Group grows

§ The Group intends to leverage its current operational structure to enhance cost efficiency, which will enable it to lower its cost-to-income ratio further and thereby deliver high, risk-adjusted returns on equity as its business grows

Maintain and develop the Group's established savings franchise as a growing and stable source of funding

§ The Group's strategy is to maintain and develop its savings franchise by continuing to offer a multi-channel approach, which includes its physical branch presence in the South East of England, as well as maintaining its online and direct channels. The Group will also continue to offer competitive new savings products and preferential terms for the renewal of existing products as compared to the open market

Continue to deliver high, risk-adjusted returns

§ The Group's objectives are to achieve a return on equity in excess of 25% and a cost/income ratio of less than 35% each year for the current financial planning cycle that lasts until the end of 2016, while maintaining its existing conservative risk profile and a loan-to-deposit ratio of less than 100%5

§ Over the same period, the Group will also seek to maintain a strong capital position by operating with a buffer above a 10% fully loaded CRD IV Common Equity Tier 1 ratio

§ The Group intends to adopt a dividend pay-out ratio to reflect the growth profile of the business and is currently targeting a ratio of at least 25%. Dividend payments will be made on an approximate one-third: two-thirds split for interim and final dividends, respectively. The Board intends to commence dividend payments with a final dividend in respect of 2014, which will be payable in the first half of 2015

Financial results for the year ended 31 December 2013

Financial highlights

§ Profit before taxation increased almost four-fold to £31.4m (2012: £8.1m6) despite inclusion of one-off gains from negative goodwill in 2012 profit before taxation

§ Net interest margin7 of 211bps (2012: 57bps) driven by higher margin new business and reduced funding costs

§ Loans and advances increased by 38% to £3,041m (2012: £2,196m)

§ Total assets £3,764m (2012: £3,009m)

§ Retail deposits increased by 18% to £3,252m (2012: £2,745m)

§ Shareholders' equity8 £133.2m (2012: £93.9m6)

§ Return on equity9 more than doubled to 22% (2012: 9%6)

Operational / Corporate highlights

§ Margin improvement and cost discipline drive reduction in cost : income7 ratio to 38% (2012: 133%)

§ On average, 88% of maturing fixed-term savings balances retained

§ Strong loans to deposit ratio of 93.5% (2012: 80.0%)

§ Organic mortgage origination up by 121%

§ Purchase of former Northern Rock performing consumer loan pool

Board of Directors

The Board is committed to the highest standards of corporate governance. On Admission, it is expected that the Board will comprise 11 members. This includes the individuals below and three additional independent Non-Executive Directors subject to their approval by the PRA. The identity of such individuals will be announced in due course. The Board regards Mike Fairey, as Chairman, as independent upon his appointment and regards Rod Duke and Malcolm McCaig as independent Non-Executive Directors for the purposes of the UK Corporate Governance Code. Rod Duke is the Company's senior independent director.

The current members of the Board are:

Board Biographies

Mike Fairey, Non-Executive Chairman

Mr Fairey joined OneSavings Bank in 2014. Prior to joining OneSavings Bank, Mr Fairey was a Non-Executive Director at Legal & General Group Plc. Between 1991 and 2008, Mr Fairey held a number of senior positions at the Lloyds Banking Group and was the Deputy Chief Executive Officer between 1998 and 2008. Mr Fairey is currently also the Chairman of the Lloyds TSB Pension Fund, APR Energy plc and Vertex Group and is a Non-Executive Director of the Energy Savings Trust.

Andy Golding, Chief Executive Officer

Mr Golding joined OneSavings Bank in 2012. Mr Golding has over 28 years' experience in financial services and has held senior positions at NatWest, John Charcol and Bradford & Bingley. Between 2006 and 2011, Mr Golding was the Chief Executive Officer of the Saffron Building Society. Mr Golding holds a number of positions with industry institutions including membership of the Building Societies Association's council and the Council of Mortgage Lenders executive committee. Mr Golding is also a Director of the Building Societies Trust and has served as a Non-Executive Director for Northamptonshire NHS.

April Talintyre, Chief Financial Officer

Ms Talintyre joined OneSavings Bank in 2012. Prior to joining OneSavings Bank, Ms Talintyre worked for Goldman Sachs International for over 16 years, most recently as an Executive Director in the Rothesay Life pensions insurance business and prior to that as an Executive Director in the finance division in London and New York. Ms Talintyre began her career at KPMG in the general audit department and has been a member of the Institute of Chartered Accountants in England and Wales since 1992.

Rod Duke, Senior Independent Non-Executive Director

Mr Duke joined OneSavings Bank in 2012. Mr Duke was formerly a Group General Manager at HSBC Bank Plc with responsibility for UK distribution - branches, call centres and internet banking - for both personal and commercial customers. Mr Duke was with HSBC Bank Plc for 33 years and has extensive experience across retail and commercial banking. Mr Duke's previous directorships include VISA (UK), HFC Bank plc and HSBC Life. Mr Duke also served on the board of Alliance & Leicester plc until its takeover by Santander. Mr Duke is a Fellow of the Institute of Financial Services.

Tim Hanford, Non-Executive Director

Mr Hanford joined Kent Reliance in 2010. Mr Hanford is a Managing Director of J.C. Flowers & Co. UK LLP. Prior to his role at J.C. Flowers & Co. UK LLP, he was Head of Private Equity at Dresdner Bank and a member of the Institutional Restructuring Unit's Executive Committee. Mr Hanford has also served as an Executive Director of various Schroder Group companies, based in London, Hong Kong and Tokyo, where he was responsible for structured finance. Mr Hanford holds an MS degree from Stanford University's Graduate School of Business, where he was a Sloan Fellow, and a BSc degree in Chemical Engineering from Birmingham University. Mr Hanford represents J.C. Flowers & Co. on the Board of OneSavings Bank.

Malcolm McCaig, Independent Non-Executive Director

Mr McCaig joined OneSavings Bank in February 2011 when the trade assets of Kent Reliance Building Society were transferred to the Company. Mr McCaig joined Kent Reliance in 2009. Mr McCaig was Chairman of the Kent Reliance Building Society and later Kent Reliance Provident Society. Mr McCaig has worked extensively in the financial services sector. Mr McCaig was a partner at both Ernst & Young and Deloitte, and has held senior management positions at Prudential, National Australia Bank and CIGNA. Mr McCaig's non-executive director portfolio includes Unum, Punjab National Bank (International) Ltd, Renaissance Capital and Crest Nicholson.

Dr. David Morgan, Non-Executive Director

Dr Morgan joined Kent Reliance in 2010. Dr Morgan became the managing director in charge of J.C. Flowers & Co. for Europe and Asia Pacific in December 2009. From 1999 to 2008, he served as Chief Executive Officer of Westpac Banking Corporation, a global top 20 bank. Prior to joining Westpac, Dr Morgan was the Senior Deputy Secretary of the Australian Federal Treasury. Dr Morgan was chairman of the Australian Bankers Association from 2006 to 2007. In 2009, Dr Morgan was awarded an Order of Australia in the Australia Day Honours by the Federal Government for his service to the finance sector. This recognised his role as a leader in the development of policies affecting the regulation of financial institutions, corporate social responsibility and economic reform. Dr Morgan represents J.C. Flowers & Co. on the Board of OneSavings Bank.

Stephan Wilcke, Non-Executive Director

Mr Wilcke joined OneSavings Bank in 2011 as an Independent Non-Executive Director and Chairman of the Risk Committee. He moved into the role of Executive Chairman in early 2012. Between 2009 and 2011, Mr Wilcke was the Chief Executive Officer of the Asset Protection Agency, an executive arm of HM Treasury. Prior to this, Mr Wilcke advised various central banks on difficult situations created by the credit crunch. He was also a partner and the Head of European Financial Services at private equity firm Apax Partners. Mr Wilcke started his career at management consultancy Oliver Wyman where he progressed to partner level. Mr Wilcke is currently on the general council of the Hellenic Financial Stability Fund, is a member of the Financial Services Commission of Jersey and is a member of the board and investment committee of EMF Capital Partners Ltd.

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 solely 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 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% 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% 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.