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OneSavings Bank And Charter Court Financial Services Agree To Merge

OneSavings Bank plc (OSB.L) and Charter Court Financial Services Group plc said that they have reached agreement on the terms of a recommended all-share combination to be effected by means of a scheme of arrangement between Charter Court and the Charter Court Shareholders.

Under the terms of the Combination, each Charter Court Shareholder will be entitled to receive 0.8253 New OSB Shares for each Charter Court Share.

Charter Court Shareholders will own approximately 45 per cent of the share capital of the Combined Group (based on the existing ordinary issued share capital of OSB and the fully diluted share capital of Charter Court) and will share in the benefits accruing to the Combined Group via the expected realisation of meaningful cost synergies.

In addition, subject to the further terms set out in paragraph 18 of the full announcement, Charter Court Shareholders will be entitled to receive Charter Court Permitted Dividends without any reduction in the Consideration.

The Combination is anticipated to be earnings accretive for the shareholders of both OSB and Charter Court in 2021 (excluding the additional financing costs related to the phased implementation of the Combined Group's expected MREL requirement.

Subject to regulatory approvals, the Board of the Combined Group will comprise a mixture of the Boards of OSB and Charter Court, namely:

Malcolm Williamson, currently Chairman of Charter Court, will assume the Chairmanship of the Combined Group and David Weymouth, currently Chairman of OSB, will become the Deputy Chairman of the Combined Group and lead a Board Integration Committee. Andy Golding and April Talintyre, currently CEO and CFO of OSB respectively, will retain their positions of CEO and CFO respectively in the Combined Group.

Four non-executive directors of Charter Court will join the six current non-executive directors on the OSB Board, with Noël Harwerth joining as Senior Independent Director.

Sebastien Maloney, currently CFO of Charter Court, will be retained as an adviser to the Combined Group for a period of up to 12 months to facilitate the integration of Charter Court's in-house capital markets and balance sheet management capabilities into the Combined Group in order to best establish the potential use of these capabilities across the enlarged balance sheet.

Upon completion of the Combination, OSB intends that the Combined Group will maintain its current locations and be headquartered in Chatham, United Kingdom. Charter Court's current headquarters in Wolverhampton will be retained as a centre of excellence.

The company said OSB's shares will continue to be listed on the premium listing segment of the Official List and will continue to trade on the London Stock Exchange's Main Market for listed securities.

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