Circular and Notice of General Meeting
The following regulated information, disseminated pursuant to DTR 6.3.5, comprises a Circular and Notice of General Meeting which was sent to shareholders of the Company on
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the contents of this document, or as to what action you should take, it is recommended that you seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).
If you have sold or transferred all of your shares in OSB GROUP PLC, please forward this document together with the accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
OSB GROUP PLC
(a public limited company incorporated and registered in
Recommended proposal for a reduction of the nominal value of OSB GROUP PLC ordinary shares from three-hundred and four
Notice of General Meeting
This document should be read as a whole. Your attention is drawn to the Letter from the Chairman of OSB Group which is set out in Part III of this document and includes a recommendation that you vote in favour of the Resolution to be proposed at the General Meeting referred to below.
Notice of a General Meeting of the Company to be held virtually at
As a result of the constantly evolving COVID-19 situation and the Government’s restrictions and guidance on, amongst other things, social contact, public gatherings and non-essential travel, the General Meeting will be held virtually in accordance with the provisions of CIGA and there will be no physical meeting for Shareholders to attend. In order to vote at the General Meeting, Shareholders are required to complete, sign and return the Form of Proxy appointing the Chairman as proxy in accordance with the instructions printed thereon. To be valid, the Form of Proxy must be completed and returned as soon as possible and in any event so as to be received by the Registrar, Equiniti Limited, by no later than
If you hold your shares in CREST, you may appoint the Chairman as proxy through the CREST electronic proxy appointment service by completing and transmitting a CREST Proxy Instruction to the Registrar, Equiniti (under CREST participant ID RA19) as soon as possible and so that it is received by no later than
GIVEN THE CONSTANTLY EVOLVING SITUATION RELATING TO THE COVID-19 PANDEMIC REGARDING LOCKDOWNS AND CONTINUED OR FURTHER GOVERNMENT RESTRICTIONS ON SOCIAL CONTACT, PUBLIC GATHERINGS AND NON-ESSENTIAL TRAVEL, THE GENERAL MEETING WILL BE HELD VIRTUALLY. SHAREHOLDERS CANNOT ATTEND THE GENERAL MEETING IN PERSON AND, IN ORDER TO VOTE, SHAREHOLDERS ARE REQUIRED TO APPOINT THE CHAIRMAN OF THE GENERAL MEETING AS PROXY BY THE RELEVANT TIME.
As Shareholders will not be able to physically attend the General Meeting, in order to vote they are required to appoint the Chairman of the General Meeting as proxy and provide voting instructions in advance of the General Meeting instead. It is essential that the Chairman of the General Meeting is appointed as proxy as this will ensure that votes on the business of the General Meeting are cast on such Shareholder’s behalf. Voting will only be conducted by proxy. If a Shareholder appoints any individual other than the Chairman as proxy, that individual will not be able to attend the General Meeting and such Shareholder will not have their voting instructions taken into account at the General Meeting.
Shareholders will be able to use a video conferencing facility to allow them to view and listen to the proceedings at the General Meeting. Shareholders wishing to use the video conferencing facility should contact the Company by sending an e-mail to firstname.lastname@example.org no later than
The Company is taking these precautionary measures, in accordance with CIGA, to make the General Meeting as safe and efficient as possible.
|Part I:||Expected timetable of principal events||4|
|Part III:||Letter from the Chairman||7|
|Part IV:||Notice of General Meeting||11|
PART I: EXPECTED TIMETABLE OF PRINCIPAL EVENTS
PRINCIPAL EVENTS TIME AND DATE
Publication of this document
Latest time and date for receipt of Forms of Proxy or
Expected date for the directions hearing for the Court to consider
Expected date for the Court Hearing to confirm the Capital Reduction
1. The times and dates set out in this timetable and throughout this document that fall after the date of publication of this
document are based on the Company’s current expectations and are subject to change. The times and dates are indicative only and will depend, among other things, on the date upon which the Court confirms the Capital Reduction. The provisional final hearing date is subject to change and dependent on the Court’s timetable.
- The timetable assumes that there is no adjournment of the General Meeting. If the scheduled date for the General Meeting changes, the revised date and/or time will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service (as defined in the Financial Conduct Authority’s Listing Rules).
- All times shown are
Londontimes unless otherwise stated.
1 The Form of Proxy for the General Meeting must be lodged before
PART II: DEFINITIONS
The following definitions apply throughout this document and the accompanying Form of Proxy unless the context otherwise requires:
Board or Directors the directors of the Company or any duly appointed committee
Business Day a day (other than a Saturday, Sunday or public holiday in
Capital Reduction the proposed reduction of the nominal value of the OSB Group
Shares from three-hundred and four
CIGA the Corporate Insolvency and Governance Act 2020;
Companies Act Companies Act 2006;
Company or OSB Group OSB GROUP PLC, a public limited company incorporated in
Court the High Court of Justice in
Court Hearing the hearing by the Court to confirm the Capital Reduction;
Court Order the order of the Court confirming the Capital Reduction;
CREST the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in those Regulations) in accordance with which securities may be held and transferred in uncertificated form;
CREST Manual the rules governing the operation of CREST;
CREST Proxy Instruction a properly authenticated CREST message appointing and
instructing a proxy submitted in accordance with procedures described in the CREST Manual;
CRR Capital Requirements Regulation (Regulation (EU) No. 575/2013) as it forms part of
Form of Proxy the form of proxy for use at the General Meeting enclosed with this document;
General Meeting the general meeting of the Company to be held at
Group the Company and its subsidiaries and subsidiary undertakings (in each case as defined in the Companies Act);
Latest Practicable Date means
the publication of this document;
Notice of General Meeting the notice of General Meeting set out in Part IV of this document;
OSB Group Shares ordinary shares of, prior to the Capital Reduction, three-hundred
PRA Prudential Regulation Authority (as defined in the Financial Services and Markets Act 2000) or its successor from time to time;
Registrar Equiniti Limited;
Regulations Uncertified Securities Regulations 2001 (SI 2001/3755) as amended;
Resolution the special resolution to approve the Capital Reduction to be proposed at the General Meeting which is set out in full in the Notice of General Meeting;
Shareholders holders of OSB Group Shares from time to time;
PART III: LETTER FROM THE CHAIRMAN
OSB Group Directors:
David Weymouth Graham Allatt Andrew Golding Noël Harwerth Sarah Hedger Rajan Kapoor Mary McNamara April Talintyre
To all Shareholders Dear Shareholder,
PROPOSED CAPITAL REDUCTION
OSB House Quayside Chatham Maritime
Kent ME4 4QZ
I am writing to provide you with details of a proposal to create distributable reserves for the Company. The Company currently has no distributable reserves and is therefore unable to pay dividends or other distributions to Shareholders unless it first receives dividends or other distributions from its operating subsidiary, OneSavings Bank plc.
Accordingly, your approval is being sought to carry out a reduction of the nominal value of the OSB Group Shares from three-hundred and four
The Capital Reduction is conditional upon, amongst other things:
- the Resolution having been passed by Shareholders to approve the Capital Reduction;
- the confirmation of the Capital Reduction by the Court at the Court Hearing;
- a copy of the Court Order having been delivered to the Registrar of Companies and registered by them; and
- the PRA having been notified of, and having approved or having been deemed to have approved, in accordance with the relevant applicable law or regulation (to the extent such notification, approval (or deemed approval) is required by the relevant applicable law or regulation and has not been withdrawn or deemed withdrawn), the Capital Reduction under Article 78(1) of the CRR.
Part IV of this document contains a Notice of General Meeting convening the General Meeting to be held virtually at
The purpose of this document is to provide you with information about the Capital Reduction and to explain why the Board considers the Capital Reduction to be in the best interests of the Company and its Shareholders as a whole. The Board unanimously recommends that you vote in favour of the Resolution to be proposed at the General Meeting. Shareholders should note that, unless the Resolution is approved at the General Meeting (and the Court subsequently confirms the Capital Reduction), the Capital Reduction will not take place.
Part II of this document contains definitions of words and terms that have been used throughout it. Please refer to Part II as you review the documentation.
2 Background to, and reasons for, the Capital Reduction
The Group has delivered strong financial and operational performance in the nine months to
Under the Companies Act, distributions to Shareholders can only be made out of profits available for that purpose as shown in the Company’s accounts (these are known as distributable reserves). Pursuant to the implementation of a scheme of arrangement approved by OneSavings Bank plc shareholders and the Court, the Company became the new holding company of the Group on
In the absence of a Capital Reduction, the Company is reliant upon the receipt of dividends and other distributions from its operating subsidiary and companies in which it has an investment in order to give rise to the distributable reserves needed to make dividend payments. Although the Company is confident in its ability to rely on such upstreamed distributions, there are a number of advantages to implementing the Capital Reduction as a means of creating distributable reserves to support future dividend payments to Shareholders.
Firstly, the payment of dividends or other distributions to the Company by its subsidiary or companies in which it has an investment cannot be guaranteed and is subject to restrictions, including the need to maintain sufficient capital to meet regulatory requirements and the existence of distributable reserves and cash in those entities making the payment. In addition, the Capital Reduction would avoid the need for the Company to receive dividends or other distributions before it makes the decision to pay a dividend to Shareholders. This eliminates the risk of capital being trapped at the holding company level and, therefore, being unavailable for use elsewhere in the Group, for example, to support new loans or absorb unforeseen losses. The Capital Reduction also affords the Company greater flexibility when issuing new shares to satisfy its outstanding share plan obligations as, without a reduction of the nominal value of the OSB Group Shares, the Company would only be able to issue new shares where the option price exceeded £3.04.
In light of this, the Board believes that it is an appropriate time to undertake the Capital Reduction.
3 Proposed Capital Reduction
The Company is proposing to reduce its issued share capital by cancelling and extinguishing capital of three-hundred and three
The reserves arising as a result of the Capital Reduction, expected to be approximately
£1,355,357,723.40, will, subject to any arrangements required for the protection of creditors and any direction given by the Court in confirming the Capital Reduction, amount to distributable reserves for the purposes of the Companies Act and these reserves will be available to enable the Company to pay dividends and other distributions to Shareholders in the future.
The Directors reserve the right to elect not to proceed with the Capital Reduction if the Directors believe that the terms required to obtain confirmation by the Court are unsatisfactory to the Company or if, as a result of an unforeseen event, the Board considers that to continue with the Capital Reduction would be inappropriate or inadvisable or no longer in the best interests of the Company and its Shareholders
as a whole. The Directors will not proceed with the Capital Reduction absent the approval or deemed approval of the PRA to the Capital Reduction under Article 78(1) of the CRR.
4 Further details on the Capital Reduction procedure
If Shareholders approve the Resolution at the General Meeting, the Board intends to make an application to the Court to obtain its approval to the Capital Reduction as soon as possible following the General Meeting.
The Court will be concerned to ensure that the Company’s creditors are not prejudiced by the proposed Capital Reduction. The Directors intend to take such steps to satisfy the Court in this regard as they consider appropriate.
Provisional dates have been obtained for the required Court hearings. These dates are subject to change and dependent on the Court’s timetable. If the hearings go ahead on the provisional dates, the present timetable provides that the Court Hearing, at which it is hoped that the Court will make an order confirming the Capital Reduction, will take place on
The Capital Reduction will not take effect until the Court Order confirming the Capital Reduction is filed with and registered by the Registrar of Companies. The Board intends to file the required documentation with the Registrar of Companies on the Business Day following the Court Hearing and, subject to compliance with all procedural requirements, it is expected that the Registrar of Companies will register the documents within a week of filing. On the present timetable, which is subject to change and dependent on the Court’s timetable, this would mean that the Capital Reduction would take effect on
No new share certificates will be issued as a result of the Capital Reduction as the Capital Reduction only affects the nominal value of the OSB Group Shares, not the number of OSB Group Shares held by each Shareholder.
The Capital Reduction should not have any
Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the
6 General Meeting
Please see the Notice of General Meeting of the Company which is set out in Part IV of this document. The General Meeting will be held virtually at
The Resolution will be passed if not less than 75% of the votes cast (in person or by proxy) are in favour of it.
7 Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Given the constantly evolving COVID-19 situation regarding lockdowns and continued or further government restrictions on social contact, public gatherings and non-essential travel, the General Meeting will be held virtually in accordance with the provisions of CIGA. Shareholders cannot attend the General Meeting in person and, in order to vote, Shareholders are required to appoint the Chairman of the General Meeting as proxy and provide voting instructions in advance of the General Meeting. Voting will only be conducted by proxy.
To be valid, the Form of Proxy must be completed and returned as soon as possible and in any event so as to be received by the Registrar, Equiniti Limited, by no later than
(or, if the General Meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting). You can return your Form of Proxy by post to Equiniti Limited at Aspect House,
If you hold your shares in CREST, you may appoint the Chairman as proxy by completing and transmitting a CREST Proxy Instruction to the Registrar, Equiniti Limited (under CREST participant ID RA19) as soon as possible and so that it is received by no later than
The Board unanimously believes the Capital Reduction to be in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial shareholdings totalling 942,015 OSB Group Shares (representing approximately 0.21% of the issued share capital of the Company as at the Latest Practicable Date.
Chairman of OSB GROUP PLC
PART IV: NOTICE OF GENERAL MEETING
OSB GROUP PLC
NOTICE IS HEREBY GIVEN that a general meeting of OSB GROUP PLC (the “Company”) will be held virtually at
Resolution 1 – Reduction of nominal value
THAT, subject to the confirmation of the High Court of Justice in
OSB House Quayside Chatham Maritime Kent
1. APPOINTMENT OF PROXIES
By order of the Board
Given the constantly evolving situation relating to the COVID-19 pandemic regarding lockdowns and continued or further Government restrictions on social contact, public gatherings and non-essential travel, the General Meeting will be held virtually in accordance with the provisions of CIGA.
Shareholders cannot attend the General Meeting in person and, in order to vote, you are required to appoint the Chairman of the General Meeting as proxy to ensure that votes on the business of the General Meeting are cast on your behalf. Voting will only be conducted by proxy. If you appoint any individual other than the Chairman as proxy, that individual will not be able to attend the General Meeting and you will not have your voting instructions taken into account at the General Meeting.
Unless you have registered to receive Shareholder documents via e-mail alert, a Form of Proxy is enclosed.
2. ONLINE PROXY VOTING
Alternatively, a Shareholder may register a proxy vote online via the Equiniti website www.sharevote.co.uk subject to the terms and conditions shown on the website. To do this you will need your Voting ID, Task ID and Shareholder Reference Number shown on your Form of Proxy. Shareholders registered with www.shareview.co.uk can log on and vote through that service using their user ID and password. Once logged in click “View” on the “My Investments” page, click on the link to vote and then follow the onscreen instructions.
3. INFORMATION RIGHTS
A person who is not a Shareholder, but who has been nominated by a Shareholder to enjoy information rights does not have a right to appoint a proxy. A nominated person may have a right under an agreement with the relevant Shareholder to be appointed as a proxy or to have somebody else appointed as a proxy for the meeting. If a nominated person does not have such a right, or has such a right and does not wish to exercise it, he or she may have a right under an agreement with the relevant Shareholder to give instructions as to the exercise of voting rights.
4. RECORD DATE FOR VOTING
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and section 360B of the Companies Act 2006, the Company specifies that only those Shareholders on the shareholder register as at close of business on
day two (2) days prior to the adjourned meeting (excluding any part of a day that is not a working day) shall be entitled to attend or vote at the meeting in respect of the number of ordinary shares registered in their name at that time. Changes to the register after the close of business on the relevant date shall be disregarded in determining the rights of any person to attend by proxy or vote at the meeting or any adjourned meeting.
5. RETURN DATE FOR PROXIES
To be effective, the Form of Proxy, duly signed, or your online votes, must be sent to the Company’s Registrar, Equiniti Limited, so as to be received no later than
The completion and return of the Form of Proxy will not prevent you from using the video conferencing facility to view and listen to the proceedings at the General Meeting (or any adjournment thereof) or submitting written questions in advance of the General Meeting if you are entitled to and wish to do so.
6. CREST PROXY VOTING
CREST members who wish to appoint a proxy through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual which can be viewed at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. CREST messages must, in order to be valid, be transmitted so as to be received by the Company’s agent, ID RA19, Equiniti Limited, no later than
7. VOTING BY CORPORATE REPRESENTATIVE
Any corporation which is a Shareholder can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual Shareholder, provided they do not do so in relation to the same shares.
8. SHAREHOLDERS’ RIGHT TO ASK QUESTIONS
Given the constantly evolving COVID-19 situation regarding lockdowns and continued or further Government restrictions on social contact, public gatherings and non-essential travel, the General Meeting will be held virtually in accordance with the provisions of CIGA. Shareholders cannot attend the General Meeting in person.
Instead, Shareholders will be able to use a video conferencing facility to allow them to view and listen to the proceedings at the General Meeting but will not be able to ask questions during the General Meeting. Shareholders are invited to submit questions relating to the business to be dealt with at the General Meeting by e-mail to email@example.com no later than
9. TOTAL VOTING RIGHTS
As at the Latest Practicable Date the issued listed share capital of the Company with voting rights comprised 447,312,780 ordinary shares of three-hundred and four
10. COPY OF NOTICE AVAILABLE ON WEBSITE
A copy of this Notice and other information required by section 311A of the Companies Act 2006 can be found at www.osb.co.uk. You may not use any electronic address provided in either this Notice or any other related documents (including the Forms of Proxy) to communicate with the Company for any purposes other than those expressly stated.
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