1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ii
OneSavings Bank PLC
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
X
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation: iii
J. Christopher Flowers JCF Associates III Ltd JCF Associates III L.P. JCF III AIV II L.P. J.C. Flowers III B-L.P. OSB Holdco Ltd.
4. Full name of shareholder(s) (if different from 3.): iv
Chase Nominees Limited
5. Date of the transaction and date on which the threshold is crossed or reached: v
28 March 2017
6. Date on which issuer notified:
29 March 2017
7. Threshold(s) that is/are crossed or reached: vi, vii
52%, 51%, 50%, 49%,48%, 47%, 46%, 45%, 44%, 43%
8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type of shares if possible using the ISIN CODE
Situation previous to the triggering transaction
Resulting situation after the triggering transaction
Number of Shares
Number of Voting Rights
Number of shares
Number of voting rights
% of voting rights x
Direct
Direct xi
Indirect xii
Direct
Indirect
GB00BM7S7K96
127,143,873
127,143,873
0
0
102,843,873
0
42.30
Ordinary shares of 1p
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument
Expiration date xiii
Exercise/ Conversion Period xiv
Number of voting rights that may be acquired if the instrument is exercised/ converted.
% of voting rights
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial instrument
Exercise price
Expiration date xvii
Exercise/ Conversion period xviii
Number of voting rights instrument refers to
% of voting rights xix, xx
Nominal
Delta
Total (A+B+C)
Number of voting rights
Percentage of voting rights
102,843,873
42.30
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi
Chase Nominees Limited holds the voting rights in OSB Holdco as nominee for OSB Holdco Limited. A majority of voting rights in OSB Holdco Limited are held by JCF Associates III L.P. as general partner of each of (i) JCF III AIV II L.P. and (ii) J C Flowers III-B L.P. JCF Associates III Ltd is the general partner of JCF Associates III L.P. J. Christopher Flowers holds a majority of voting rights in JCF Associates III L.P.
Proxy Voting:
10. Name of the proxy holder:
N/A
11. Number of voting rights proxy holder will cease to hold:
N/A
12. Date on which proxy holder will cease to hold voting rights:
N/A
13. Additional information:
14. Contact name:
Arvidas Remeza, Associate General Counsel, J.C. Flowers & Co. UK LLP
15. Contact telephone number:
0207 7100 515
Note: Annex should only be submitted to the FCA not the issuer
Annex: Notification of major interests in shares xxii
A: Identity of the persons or legal entity subject to the notification obligation
Full name (including legal form of legal entities)
J. Christopher Flowers JCF Associates III Ltd JCF III AIV II L.P. J.C. Flowers III B-L.P. OSB Holdco Ltd.
Contact address (registered office for legal entities)
C/o J.C. Flowers & Co. UK LLP 125 Old Broad Street 24th Floor London EC2N 1AR