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31.01.2011 Kent Reliance
Building Society (the Society) announces the transfer (the Transfer) of the whole of the Society’s business, assets
and liabilities to OneSavings Plc (the Bank), which will take place on 1 February 2011 (the Effective Date). The Society will
cease to exist from the Effective Date. In addition, the Bank is in the course of changing its name to OneSavings Bank Plc,
which is expected to take place on the Effective Date. The Transfer was approved by the Society’s eligible shareholding
members and eligible borrowing members at a Special General Meeting held on 19 November 2010 and was confirmed by the Financial
Services Authority on 24 January 2011.
19th November 2010 Kent Reliance Building Society (the Society) today announces that its eligible shareholding members and eligible
borrowing members have voted in favour of transferring the whole of the Society’s business, assets and liabilities to
OneSavings Plc (the Transfer). The transfer, which is expected to become effective in February, 2011, will be followed by
an immediate capital injection into OneSavings Plc of £50m by a fund managed by JC Flowers &
Co to strengthen the capital base of the new enterprise and to support future growth. The Society’s Special General
Meeting was held at The River Centre in Tonbridge, Kent today (Friday 19 November 2010). At the meeting, 75.80% of eligible
shareholding members voted in favour of the proposal, more than the 75% majority required, and 80.15% of borrowing members
supported the proposal, more than the 50% majority required. The Transfer is to be effected through a conditional transfer
agreement, signed on 12 October 2010, between the Society, OneSavings Plc and Kent Reliance Provident Society Limited (KRPS)
under section 97 of the Building Societies Act 1986 (as amended). The Transfer is expected to become effective on 1 February
2011 subject to, amongst other things:
OneSavings Plc having been granted the necessary permissions by the Financial Services Authority under Part
IV of the Financial Services and Markets Act 2000 (as amended) to undertake its business as a bank or the parties being satisfied
that this condition will be met by 1 February 2011; and confirmation of the Transfer by the Financial Services Authority.
The Society will now apply to the Financial Services Authority for the Transfer to be confirmed. The Transfer is part of wider
proposals for a new structure for Society’s business. This will allow for substantial capital investment to support
the business and enable future growth. Under this new structure, members of the Society will become members of KRPS, a new
industrial and provident society which is a type of mutual organisation. They will cease to be members of the Society (which
will cease to exist as a legal entity when the Transfer takes effect).In addition, OSB Holdco Limited, a wholly owned subsidiary
of funds advised by J.C. Flowers & Co. LLC will invest £50,000,000 in OneSavings Plc immediately following the Transfer
which will enable the business to meet its ongoing regulatory capital requirements. Following the investment, KRPS will own
59.9% and OSB Holdco Limited will own 40.1% of the ordinary shares of the company, although this position could be altered
by subsequent adjustments and shares issues.
Malcolm McCaig, Chairman of KRBS, said: “The board of KRBS is delighted that members have voted to
approve this transfer. Our joint venture with J.C. Flowers will mark the beginning of an important new chapter in the history
of the Society and will give us a strengthened capital base”.
David Morgan, managing director Europe and Asia Pacific, JC Flowers
& Co, said: “We look forward to joining forces with KRBS. The injection of new capital will make the business stronger
and able to take advantage of opportunities as they arise.”
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