OneSavings Bank Regulatory News (OSB)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA.

PRESS RELEASE

28 March 2017

Accelerated bookbuild offering of 24.3 million existing shares in OneSavings Bank Plc

Further to the announcement released on 27 March 2017, Citigroup Global Markets Limited ("Citi") and Credit Suisse Securities (Europe) Limited ("Credit Suisse") announce that funds managed and advised by J.C. Flowers & Co. LLC (the "JCF Funds") have sold 24,300,000 shares in OneSavings Bank Plc, representing approx. 10% of the share capital in the company. The shares were sold at 395 pence per share, equating to gross proceeds of approx. £96 million for JCF Funds.

The proceeds of the Placing are payable in cash on usual settlement terms, and closing of the Placing is expected to occur on a T+2 basis on 30 March 2017, subject to the satisfaction or waiver of certain customary conditions. Citi and Credit Suisse are acting as joint global coordinators and joint bookrunners in the transaction and N M Rothschild & Sons Ltd ("Rothschild") is acting as financial adviser to J.C. Flowers & Co. LLC on the transaction.

As previously disclosed, a number of existing shares in OneSavings Bank Plc held on behalf of the JCF Funds equal to approx. 0.6% of the share capital of the company ("Investor Shares") have been distributed to certain investors in the JCF Funds ("Investors"). For the avoidance of doubt, these Investor Shares are separate and in addition to the shares sold under the bookbuild arrangements.

Lock-up commitments for the period of 90 days from the closing of the transaction, subject to certain customary exceptions, have been given by the JCF Funds.

OneSavings Bank Plc will not receive any proceeds from the transaction.

Enquiries:

Citigroup Global Markets Limited +44 (0) 20 7500 5000

Alex Carter

Suneel Hargunani

John Sandhu

Robert Redshaw

Credit Suisse Securities (Europe) Limited +44 (0) 20 7888 8888

George Maddison

Stephane Gruffat

Omri Lumbroso

IMPORTANT NOTE

This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. The offer and sale of shares referred to herein has not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the applicable securities laws of Australia, Canada, Japan or South Africa. Absent registration under the Securities Act or an exemption from the registration requirements of the Securities Act, the shares referred to herein may not be offered or sold in the United States, and subject to certain exceptions, the shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa. There will be no public offer of the shares in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.

In member states of the European Economic Area ('EEA') which have implemented the Prospectus Directive (each, a 'Relevant Member State'), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ('Qualified Investors'). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. In the United Kingdom, this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order') or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated.

No prospectus or offering document has been or will be prepared in connection with the Transaction. Any investment decision to buy securities in the Transaction must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the JCF Funds, Citi, Credit Suisse, or any of their respective affiliates.

Citi and Credit Suisse, which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for OSB Holdco Limited and no-one else in connection with the offering. Citi and Credit Suisse will not regard any other person as its clients in relation to the offering and will not be responsible to anyone other than OSB Holdco Limited for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with any offering of the shares, each of Citi, Credit Suisse and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any shares and in that capacity may retain, purchase or sell for their own accounts such shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

None of Citi, Credit Suisse, nor any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to OneSavings Bank plc or its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.