OneSavings Bank Plc
5th June 2014
NOT INTENDED TO PROMOTE THE SALE OF ANY SECURITIES, AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF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
Publication of Prospectus
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") published by OneSavings Bank plc 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").
5 June 2014
The Prospectus issued by OneSavings Bank plc ("OneSavings Bank" or the "Company") dated 5 June 2014 has been published and submitted to the National Storage Mechanism. It will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Copies of the Prospectus will also shortly be made available free of charge during normal business hours from the registered office of the Company and be made available on the website of the Company (www.osb.co.uk), subject to applicable securities laws.
|OneSavings Bank plc||+44 (0)1634 835 788|
|Global Co-ordinator, Sponsor and Joint Bookrunner|
|Barclays||+44 (0)20 7623 2323|
|Canaccord Genuity||+44 (0)20 7523 8000|
|RBC Capital Markets||+44 (0)20 7653 4000|
|Macquarie Capital (Europe) Limited||+44 (0)20 3037 2000|
|Rothschild||+44 (0)20 7280 5000|
|Brunswick Group LLP||+44 (0)20 7404 5959|
Except where the context otherwise requires, defined terms used in this announcement have the meanings given to such terms in the Prospectus published by OneSavings Bank.
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.
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.
Any purchase of Shares in the proposed Offer should be made solely on the basis of the information contained in the final Prospectus 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 are set out in the Prospectus. 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 are set out in the Prospectus. 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, Barclays Capital Securities Limited ("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 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.