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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY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

9 May 2018

Accelerated bookbuild offering of approx. 19 million existing shares in OneSavings Bank Plc

Jefferies International Limited ("Jefferies") announces the launch of an accelerated bookbuild offering to institutional investors (the "Transaction") of approximately 19 million existing ordinary shares in OneSavings Bank Plc ("OneSavings Bank") (representing approximately 8% of OneSavings Bank's issued share capital) on behalf of funds managed and advised by J.C. Flowers & Co. LLC (the "JCF Funds").

Bookbuilding will commence immediately. Jefferies is acting as sole global coordinator and bookrunner and Goodbody Stockbrokers UC ("Goodbody") as placing agent (the "Placing Agent", together with Jefferies, the "Managers") in the Transaction. N M Rothschild & Sons Limited ("Rothschild") is acting as the sole financial adviser to J.C. Flowers & Co. LLC on the Transaction. A further announcement will be made following completion of the bookbuilding and pricing of the Transaction.

In parallel with the bookbuild, a number of existing ordinary shares in OneSavings Bank held on behalf of the JCF Funds equal to approx. 10% of the number to be sold under the bookbuild process ("Investor Shares") will be distributed to certain investors in the JCF Funds ("Investors"). For the avoidance of doubt, these Investor Shares are separate from and would be distributed in addition to the shares to be sold under the bookbuild arrangements, which together comprise the JCF Funds' remaining shareholding in OneSavings Bank.

OneSavings Bank will not receive any proceeds from the Transaction.

Enquiries:

IMPORTANT NOTICE

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 of America, 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 of America, Australia, Canada, Japan, South Africa or any other jurisdiction.

In member states of the European Economic Area 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, J.C. Flowers & Co. LLC, the Managers, Rothschild and/or any of their respective affiliates.

Jefferies International Limited is authorised and regulated by the Financial Conduct Authority, and Goodbody Stockbrokers UC, which is regulated by the Central Bank of Ireland and in the UK is authorised and subject to limited regulation by the Financial Conduct Authority, are acting exclusively for OSB Holdco Limited and no-one else in connection with the offering. The Managers 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.

Rothschild, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for J.C. Flowers & Co. LLC and no-one else in connection with the Transaction. Rothschild will not regard any other person as its client(s) in relation to the Transaction and will not be responsible to any person(s) other than J.C. Flowers & Co. LLC for providing protections afforded to clients of Rothschild nor for providing financial advice in relation to the Transaction, 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 the Managers 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 the Managers, Rothschild, nor any of their respective directors, officers, employees, affiliates, alliance partners, advisers and/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 this announcement) or any other information relating to OneSavings Bank or J.C. Flowers & Co. LLC or any of their respective 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.