OSB GROUP PLC Proposed Reduction Of The Nominal Value Of Osb Group Shares From Three-hundred And Four (304) Pence Each To One...

 
TIDMOSB 
 
 
   LEI: 213800ZBKL9BHSL2K459 
 
   THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR A PROSPECTUS 
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT 
DECISION IN RELATION TO OSB GROUP SHARES EXCEPT ON THE BASIS OF THE 
INFORMATION IN THE CIRCULAR WHICH IS BEING PUBLISHED TODAY. 
 
   CAPITALISED TERMS DEFINED IN THE CIRCULAR HAVE THE SAME MEANING WHEN 
USED IN THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED IN THIS 
ANNOUNCEMENT. 
 
   FOR IMMEDIATE RELEASE 
 
   11 January 2021 
 
   Proposed reduction of the nominal value of OSB Group Shares from 
three-hundred and four (304) pence each to one (1) penny each (the 
"Capital Reduction") and publication of Circular and Notice of General 
Meeting 
 
   Today, OSB GROUP PLC ("OSB Group" or the "Company") published a circular 
(the "Circular") relating to the Capital Reduction. 
 
   Pursuant to the implementation of a scheme of arrangement approved by 
Shareholders and the Court, OSB Group became the new holding company of 
the Group on 27 November 2020. The Company currently has no 
distributable reserves and is therefore unable to make distributions to 
its Shareholders, including any payment of dividends, until such time as 
distributable reserves have been created or arise in the Company. 
 
   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. 
 
   Accordingly, the Capital Reduction, which is subject to the approval of 
Shareholders, as well as certain other conditions as set out in the 
Circular, is being undertaken to create the required distributable 
reserves to enable the Company to pay dividends and other distributions 
to Shareholders in the future. There will be no change to the total 
number of shares or the total amount of capital in the Company or to the 
Group's capital ratios as a result of the Capital Reduction. 
 
   The Circular is now available at www.osb.co.uk/investors and includes 
full details of the Capital Reduction, together with a notice convening 
a general meeting (the "General Meeting") at which Shareholder approval 
of the Capital Reduction is to be sought, to be held virtually at 1.00 
p.m. on 28 January 2021.  The Circular also contains the expected 
timetable for the Capital Reduction and specifies the necessary actions 
to be taken by Shareholders. 
 
   In accordance with Listing Rule 9.6.1, a copy of the Circular will 
shortly be submitted to the National Storage Mechanism and will be 
available for viewing at 
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. 
 
   Action to be taken by Shareholders 
 
   OSB Group urges Shareholders to read the Circular carefully because it 
contains important information in relation to the Capital Reduction. 
 
   The Circular is conditional upon a number of matters which are set out 
in full in the letter from the Chairman contained in Part III of the 
Circular, including approval by Shareholders of the Resolution at the 
General Meeting and the confirmation of the Capital Reduction by the 
Court. 
 
   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. In order to vote, Shareholders are 
required to appoint the Chairman of the General Meeting as proxy by the 
relevant time. Detailed voting instructions and other arrangements which 
have been made with respect to the General Meeting are set out in the 
Circular. 
 
   Directors' Recommendation 
 
   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 Shareholders 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 7 
January 2021 (being the latest practicable date before the publication 
of the Circular). 
 
   Expected timetable 
 
   The expected timetable of principal events for the implementation of the 
Capital Reduction is set out below.  All references to time in this 
Announcement are to London time. 
 
 
 
 
PRINCIPAL EVENTS                          TIME AND DATE 
Publication of the Circular               11 January 2021 
Latest time and date for receipt          1.00 p.m. on 26 January 
 of Forms of Proxy or CREST Proxy          2021 
 Instruction for the General Meeting 
General Meeting                           1.00 p.m. on 28 January 
                                           2021 
Expected date for the directions          10 February 2021 
 hearing for the Court to consider 
 the Capital Reduction application 
Expected date for the Court Hearing       23 February 2021 
 to confirm the Capital Reduction 
Expected date that the Capital Reduction  2 March 2021 
 becomes effective 
 
 
   Notes 
 
   The times and dates set out in this timetable that fall after the date 
of publication of this Announcement 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. 
 
   Enquiries 
 
   For further information, please contact the following. 
 
   OSB GROUP PLC 
 
   Alastair Pate, Group Head of Investor Relations             Tel: +44 (0) 
16 3483 8973 
 
   Cautionary Note Regarding Forward-Looking Statements 
 
   Certain statements in this Announcement relate to the future.  In some 
cases, these forward-looking statements can be identified by the use of 
forward-looking terminology, including the terms 'intend', 'aim', 
'project', 'anticipate', 'estimate', 'plan', 'believe', 'expect', 'may', 
'should', 'will', 'continue' or other similar words.  These statements 
discuss future expectations concerning the Group's results of operations 
or financial condition, or provide other forward-looking statements. 
 
   Other than as required by law, none of OSB Group, its officers, advisers 
or any other person gives any representation, assurance or guarantee 
that the occurrence of the events expressed or implied in any 
forward-looking statements in this Announcement will actually occur, in 
part or in whole. 
 
   Additionally, statements of the intentions of the Board and/or Directors 
reflect the present intentions of the Board and/or Directors, 
respectively, as at the date of this Announcement and may be subject to 
change as the composition of the Board alters, or as circumstances 
require.  Except as required by law, OSB Group disclaims any obligation 
or undertaking to update or revise any forward-looking statement in this 
Announcement. 
 
   The forward-looking statements speak only as at the date of this 
Announcement.  To the extent required by applicable law or regulation 
(including as may be required by the Companies Act, Listing Rules, MAR, 
Disclosure Guidance and Transparency Rules and FSMA), OSB Group will 
update or revise the information in this Announcement.  Otherwise, OSB 
Group expressly disclaims any obligation or undertaking to release 
publicly any updates or revisions to any forward-looking statements 
contained in this Announcement to reflect any change in expectations 
with regard thereto or any change in events, conditions or circumstances 
on which any such statement is based. 
 
   No forecasts or estimates 
 
   Nothing in this Announcement is intended as a profit forecast or 
estimate for any period and no statement in this Announcement should be 
interpreted to mean that earnings or earnings per share or dividend per 
share for OSB Group for the current or future financial years would 
necessarily match or exceed the historical published earnings or 
earnings per share or dividend per share for OSB Group. 
 
   Further information 
 
   This Announcement is for information purposes only and is not intended 
to and does not constitute or form part of any offer to sell or 
subscribe for or any invitation to purchase or subscribe for or 
otherwise acquire or dispose of any securities or the solicitation of 
any vote or approval in any jurisdiction, nor will there be any sale, 
issuance or transfer of securities in any jurisdiction in contravention 
of applicable law. The Capital Reduction will be implemented solely 
pursuant to the terms of the Circular setting out the particulars of the 
proposed Capital Reduction and with or subject to any modification, 
addition or condition approved or imposed by the Court and agreed by OSB 
Group, which, together with the Forms of Proxy that will accompany the 
Circular, contain the full terms and conditions of the Capital Reduction, 
including details of how to vote in respect of the Capital Reduction. 
Any vote in respect of the Resolution to be proposed at the General 
Meeting to approve the Capital Reduction should be made only on the 
basis of the information contained in the Circular. 
 
   OSB Group has prepared the Circular to be distributed to Shareholders. 
OSB Group urges Shareholders to read the Circular carefully because it 
contains important information in relation to the Capital Reduction. 
 
   This Announcement does not constitute a prospectus or prospectus 
equivalent document. 
 
 
 
 

(END) Dow Jones Newswires

January 11, 2021 11:00 ET (16:00 GMT)

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