NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTIONS OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
LEI: 213800WTQKOQI8ELD692
FOR IMMEDIATE RELEASE
OneSavings Bank plc
(the 'Company')
Results of General Meeting
Results of the General Meeting
The Company announces the poll result on the resolution at the General Meeting held at 10am on Thursday, 6 June 2019.
The resolution was passed as an ordinary resolution by the requisite majority on a poll.
Full details of the resolution passed, together with explanatory notes, are set out in the circular posted to the Company's shareholders on 15 May 2019 (the "Circular"), including notice of the General Meeting, which is available on the Company's website, www.osb.co.uk. Defined terms used but not defined in this announcement have the same meaning as set out in the Circular.
Resolution
An ordinary resolution to approve the recommended all-share combination between Charter Court Financial Services Group plc and the Company and to authorise the allotment of the New OSB Shares, as more particularly described in the notice of the General Meeting as set out in the Circular.
The following proxy votes were cast in respect of the resolution:
| Total votes For | % | Total votes Against | % | Total votes cast | % of issued share capital | Votes withheld |
| 208,539,329 | 100.00% | 4,204 | 0.00% | 208,543,533 | 85.06% | 7,106 |
NOTES:
1. 'Total Votes For' include votes recorded as at the discretion of the appointed proxy.
2. The 'vote Withheld' option was provided to enable shareholders to refrain from voting on any particular resolution. A vote Withheld is not a vote in law and has not been counted in the calculation of the proportion of the vote 'For' and 'Against' a resolution.
3. At the date of the General Meeting the issued share capital of the Company was 245,165,667 ordinary shares.
4. The full text of the resolution is detailed in the notice of the General Meeting set out in the Circular, which is available on the Company's website located at www.osb.co.uk
A copy of the resolution passed at the General Meeting has been submitted to the FCA, and will shortly be available for inspection at the FCA's National Storage Mechanism which is located at http://www.morningstar.co.uk/uk/NSM.
Enquiries:
OneSavings Bank plc
Alastair Pate, Group Head of Investor Relations: Tel: +44 (0) 16 3483 8973
Rothschild & Co (Financial Adviser and Sponsor to OSB)
Stephen Fox Tel: +44 (0) 20 7280 5000
Toby Ross
Guy Luff
James Ford
Barclays (Financial Adviser and Corporate Broker to OSB)
Kunal Gandhi Tel: +44 (0) 20 7623 2323
Francesco Ceccato
Derek Shakespeare
Brunswick (Financial PR Adviser to OSB)
Robin Wrench Tel: +44 (0) 20 7404 5959
Simone Selzer
Slaughter and May are retained as legal adviser to OSB.
About OneSavings Bank plc
OSB began trading as a bank on 1 February 2011 and was admitted to the Main Market of the London Stock Exchange in June 2014. OSB joined the FTSE 250 index in June 2015. OSB is a specialist lending and retail savings group authorised by the PRA and regulated by the FCA and the PRA.
Based in Chatham, Kent, the OSB Group trades under the Kent Reliance, InterBay Commercial, Prestige Finance, and Heritable Development Finance brands in the UK. The OSB Group also has a presence in the Channel Islands under the Jersey Home Loans and Guernsey Home Loans brands.
OSB primarily targets underserved market sub-sectors that offer high growth potential, attractive risk-adjusted returns and where it has established expertise, platforms and capabilities. These include private rented sector/professional buy-to-let, commercial and semi-commercial mortgages, residential development finance, bespoke and specialist residential lending and secured funding lines and asset finance. OSB targets its customers through specialist brokers and independent financial advisers, and is differentiated through its use of high skilled, bespoke underwriting and its efficient operating model.
Important Notices
Cautionary Note Regarding Forward-Looking Statements
This Announcement contains certain statements about OSB and Charter Court that are or may be forward looking statements, including with respect to the Combination involving OSB and Charter Court. Forward looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of OSB and Charter Court about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, forward looking statements often include words such as "targets", "plans", "believes", "hopes", "continues", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "will look to", "budget", "strategy", "would look to", "scheduled", "goal", "prepares", "forecasts", "cost-saving", "is subject to", "synergy", "projects" or words or terms of similar substance or the negative thereof.
By their nature, forward looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements. Such risks and uncertainties include, but are not limited to, the possibility that the Combination will not be pursued or consummated, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the Combination if it is pursued, adverse effects on the market price of OSB's or Charter Court's ordinary shares and on OSB's or Charter Court's operating results because of a failure to complete the Combination, failure to realise the expected benefits of the Combination, negative effects relating to the announcement of the Combination or any further announcements relating to the Combination or the consummation of the Combination on the market price of OSB's or Charter Court's ordinary shares, significant transaction costs and/or unknown liabilities, the Combined Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), general economic and business conditions that affect the combined companies following the consummation of the Combination, changes in global, political, economic, business, competitive, market and regulatory forces (including exposures to terrorist activities, the repercussions of the UK's referendum vote to leave the European Union, the UK's exit from the EU and Eurozone instability), future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments. Although it is believed that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward looking statements which speak only as at the date of this Announcement.
Each forward looking statement speaks only as of the date of this Announcement. Neither OSB nor Charter Court, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the City Code, the Prospectus Rules, the Listing Rules and the Disclosure Guidance and Transparency Rules), neither the OSB Group nor the Charter Court Group is under, or undertakes, any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
Disclaimer
N. M. Rothschild & Sons Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for OSB and no one else in relation to the contents of this Announcement, the Combination, Admission or any other matters referred to in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Combination, Admission or any other matters referred to in this Announcement and will not be responsible to anyone other than OSB for providing the protections afforded to clients of Rothschild & Co nor for providing advice in relation to the contents of this Announcement, the Combination, Admission or any other matters referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild & Co under FSMA or the regulatory regime established thereunder, neither Rothschild & Co nor any of its affiliates accept any responsibility or liability whatsoever for, nor make any representation or warranty, express or implied, concerning the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by OSB or on OSB's behalf, or by Rothschild & Co, or on Rothschild & Co's behalf in connection with the Combination, the New OSB Shares or Admission and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. To the fullest extent permitted by law, Rothschild & Co and its affiliates disclaim all and any duty, liability or responsibility whatsoever (whether direct or indirect and whether in contract, in tort, under statute or otherwise) which it might otherwise have in respect of this Announcement or any such statement.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and no one else in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Barclays nor for providing advice in relation to the subject matter of this Announcement or any other matter referred to in this Announcement.
Publication on website
A copy of this Announcement is required to be published by Rule 26 of the City Code and will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on OSB's website at www.osb.com by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this Announcement.
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.