Home Jurisdiction The offering memorandum relating to its £ 150 million issue of contingent...

The offering memorandum relating to its £ 150 million issue of contingent subordinated fixed rate and fixed rate convertible securities

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LEI issuer: 213800ZBKL9BHSL2K459

OSB GROUP PLC

(the “Company” or “Issuer”)

The Company announces today that the offering memorandum dated October 5, 2021 (the “Offer memorandum“) in connection with its £ 150 million issue of convertible perpetual conditional fixed rate subordinated notes (the”Securities”) At the issue price of 100 percent with an initial fixed interest rate of 6 percent. per year and reset dates April 7, 2027 (the “First reset date“) and each date falling five years, or an integral multiple of five years after the first reset date, has been approved by the International Securities Market of the London Stock Exchange (the”ISM“) and can be viewed at www.osb.co.uk.

OSB GROUP PLC

Alastair Pate tel. : +44 0771 418 1864
Head of Group Investor Relations

Jens Bech
Group Sales Director t: +44 0774 024 7473

Notes to Editors

About OSB GROUP PLC

OSB started its activities as a bank on February 1, 2011 and was admitted to the main market of the London Stock Exchange in June 2014 (OSB.L). OSB joined the FTSE 250 index in June 2015. On October 4, 2019, OSB acquired Charter Court Financial Services Group plc (CCFS) and its subsidiaries. On November 30, 2020, OSB GROUP PLC became the listed entity and holding company of OSB group. OSB is a retail lending and savings group authorized by the Prudential Regulation Authority, part of the Bank of England, and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. The Group is present in two segments, OneSavings Bank and Charter Court Financial Services.

DISCLAIMER

The distribution of this stock market press release may be restricted by law and persons in possession of any document or other information mentioned in this document should inform themselves and comply with these restrictions. This market release is not intended for, and is not intended for distribution or use by, any person or entity in any jurisdiction where such distribution, publication or use would be contrary to law or regulation or which would require registration in that jurisdiction. This stock market release does not constitute an offer to sell or the solicitation of an offer to buy the Securities or any other security, and there will be no offer, solicitation or sale of the Securities or any other security in any State or other jurisdiction in which such offering, solicitation or sale would be illegal.

This stock market press release is not intended for publication or distribution, directly or indirectly, in the United States and does not constitute an offer to sell securities in the United States. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act“), and may not be offered or sold in the United States, except under an exemption or in connection with a transaction not subject to the requirements of the Securities Act. There will be no public offering of securities. in the USA.

No prospectus has been or will be approved in the United Kingdom relating to the Notes. This stock market release is intended only for (i) persons outside the United Kingdom (ii) “qualified investors“within the meaning of Regulation (EU) 2017/1129 insofar as it forms part of the domestic law of the United Kingdom under the Withdrawal from the European Union Act 2018 (a) who have professional experience in investment matters under Section 19 (5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (the “Order“) or b) falling under Article 49 (2) (a) to (d) of the Ordinance or (c) to whom it may be legally communicated (all these persons being referred to as”persons concernedAny investment activity to which this stock market release may relate is only available to, and any invitation, offer or agreement to engage in such investment activity will only be undertaken with relevant persons. Anyone who is not a Relevant Person should not act or trust this stock exchange press release or any of its contents.

The Notes are not intended to be offered, sold or otherwise made available and must not be offered, sold or otherwise made available to a retail investor in the European Economic Area (“EEE“). For these purposes, a retail investor means a person who is one (or more) of:

(a) a retail client within the meaning of Article 4 (1) (11) of Directive 2014/65 / EU of the European Parliament and of the Council on markets in financial instruments, as amended (“EU MiFID II” ); Where

(b) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive“), when this client would not be considered a professional client within the meaning of Article 4 (1) (10) of EU MiFID II.

Therefore, no key information document required by Regulation (EU) 1286/2014 (as amended, the ‘EU PRIIPs Regulation“) to offer or sell the Notes or make them available to retail investors in the EEA has been prepared and, therefore, to offer or sell the Notes or make them available to any retail investor in the EEA may be illegal under the EU PRIIPs Regulation.

The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to a UK retail investor (as defined below). For these purposes, a retail investor means a person who is one (or more) of:

(a) a retail customer within the meaning of Article 2 (8) of Regulation (EU) No 2017/565, as it is part of domestic law under EUWA; Where

(c) a client within the meaning of the provisions of the FSMA and any rule or regulation adopted under the FSMA to implement Directive (EU) 2016/97, where such client would not be considered a professional client, such as as defined in point 8) of Article 2 (1) of Regulation (EU) No 600/2014, as it forms part of the domestic law of the United Kingdom under EUWA (‘UK MIFIR“).

Therefore, no key information document required by Regulation (EU) 1286/2014 as it is part of national law under EUWA (the “”UK PRIIPs Regulation“) for the offer or sale of the Notes or their making available to retail investors in the United Kingdom has been prepared and, therefore, the offer or sale of the Notes or their making available to any retail investor in the United Kingdom UK may be illegal under UK PRIIPs Regulations.


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