OneSavings Bank plc : Form 8 (OPD) - OneSavings Bank plc

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	OneSavings Bank plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	OneSavings Bank plc
(d) Is the discloser the offeror or the offeree?	Offeror
(e) Date position held:      The latest practicable date prior to the disclosure	21 March 2019
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	NO If YES, specify which:

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0	Nil	0
(2) Cash-settled derivatives:	Nil	0	Nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a)        Interests held by directors of OneSavings Bank plc and their close relatives and related trusts

Name	Number of Ordinary Shares of £0.01 (fully paid) ("Ordinary Shares")	Number of Ordinary Shares in the form of conditional awards (see 3(b) below)	Percentage of total issued share capital (excluding conditional awards) (%)
David Weymouth	13,178	Nil	0.01
Andy Golding	762,941	712,079	0.31
April Talintyre	320,346	457,549	0.13
Graham Allatt	Nil	Nil	0
Eric Anstee	4,960	Nil	<0.01
Rodney Duke	80,000	Nil	0.33
Margaret Hassall	Nil	Nil	0
Sarah Hedger	Nil	Nil	0
Mary McNamara	22,350	Nil	0.01

(b)        Interests held by directors of OneSavings Bank plc under its share plans

	Grant Date	Conditional awards not vested		Exercise price (GBP)
		Number of Ordinary Shares	Vesting  date
Deferred Share Bonus Plan
Andy Golding	16 March 2017	48,998	16 March 2020	0
	15 March 2018	50,108	15 March 2021	0
	14 March 2019	89,031	14 March 2022	0
April Talintyre	16 March 2017	33,184	16 March 2020	0
	15 March 2018	33,208	15 March 2021	0
	14 March 2019	59,383	14 March 2022	0
Performance Share Plan
Andy  Golding	16 March 2017	143,544(1)	16 March 2020	0
	24 May 2018	180,439(1)	24 May 2021	0
	14 March 2019	199,959(1)	14 March 2022	0
April Talintyre	16 March 2017	76,066(1)	16 March 2020	0
	24 May 2018	121,005(1)	24 May 2021	0
	14 March 2019	134,703(1)	14 March 2022	0

(1)           The vesting of these conditional awards is subject to performance conditions.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None.

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None.

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	21 March 2019
Contact name:	Nickesha Graham-Burrell
Telephone number:	+44 (0)1634 835 796

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk

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