6 Jun 2019 12:57
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, 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
6 June 2019
Recommended all-share combination
of
OneSavings Bank plc
and
Charter Court Financial Services Group plc
Results of Shareholder Meetings
Charter Court Financial Services Group plc ("Charter Court") is pleased to announce that, at a Court Meeting and General Meeting of Charter Court Shareholders held earlier today in connection with the recommended all-share combination of Charter Court and OneSavings Bank plc ("OSB"), all the resolutions proposed were duly passed.
At the Court Meeting, a majority in number of Scheme Shareholders, who voted (either in person or by proxy) and who together represented over 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.
At the General Meeting, the Special Resolution to approve the Scheme and provide for its implementation was also passed by the requisite majority.
COURT MEETING
The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:
Number of Scheme Shareholders voting: For: 39 (92.86%) Against: 3 (7.14%)
Number of votes: For: 217,041,930 (100.00%) Against: 3,302 (0.00%)
Percentage of eligible Scheme Shares voted: For: 90.69% Against: 0.00%
GENERAL MEETING
The voting on the Special Resolution to approve and provide for implementation of the Scheme was taken on a poll and the results were as follows:
Number of votes: For: 215,282,635 (100.00%) Against: 2,974 (0.00%) Withheld: 593,645
Completion of the Combination remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including (but not limited to) the conditions relating to CMA, PRA and FCA approval and the Court sanctioning the Scheme at the Scheme Court Sanction Hearing which is expected to take place in the third quarter of 2019. Subject to the Scheme receiving the sanction of the Court at the Scheme Court Sanction Hearing and the delivery of the Scheme Court Order to the Registrar of Companies, the Scheme is expected to become effective on the Business Day following the Scheme Court Sanction Hearing.
A copy of the special resolution passed at the General Meeting has been submitted to the FCA and will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM/.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 15 May 2019.
All references to times in this announcement are to London time, unless otherwise stated. All percentages in relation to the voting results are rounded to two decimal places.
The person responsible for arranging the release of this announcement of behalf of Charter Court is Sebastien Maloney, Chief Financial Officer.
Enquiries:
Charter Court Financial Services Group plc
Ian Lonergan Tel: +44 (0) 19 0262 5929
Sebastien Maloney
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
Linklaters LLP are retained as legal adviser to Charter Court.
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.
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 whole or in part) in, into or from certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to the laws and/or regulations of other jurisdictions should inform themselves of, and should observe, any applicable requirements. Any failure to comply with these requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such requirements by any person.
Unless otherwise determined by OSB or required by the Code, and permitted by applicable law and regulation, the Combination will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Combination by any such use, means, instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of that Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from any Restricted Jurisdictions where to do so would violate the laws in that jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction other than the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
If the Combination is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction, and the Offer may not be capable of acceptance by any such use, means, instrumentality or facility.
The availability of the New OSB Shares under the Combination to Charter Court Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or the United States or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable legal and/or regulatory requirements.
Each Charter Court Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Combination.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
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 June 2019. For the avoidance of doubt, the contents of those websites are not incorporated and do not form part of this announcement.