REG - Coventry BuildingSoc Co-Op. Bank Hldgs - Announcement of Regulatory Approval

PJT PartnersAnnouncement

28/11/2024 08:15

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RNS Number : 0039O  Coventry Building Society  28 November 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

28 November 2024

JOINT STATEMENT REGARDING THE CASH ACQUISITION

of

THE CO-OPERATIVE BANK HOLDINGS P.L.C.

by

COVENTRY BUILDING SOCIETY

 

Announcement of Regulatory Approval and Timetable Update

 

Further to the announcement on 24 May 2024, the boards of Coventry Building
Society ("CBS" or "Society") and The Co-operative Bank Holdings p.l.c (the
ultimate holding company of The Co-operative Bank p.l.c. ("the Bank")) ("Bank
Holdings") are pleased to confirm that the FCA and the PRA have given their
consent to the acquisition of the entire issued share capital of The
Co-operative Bank Holdings (the "Acquisition").

The Acquisition is expected to complete on 1 January 2025. The cash
consideration necessary to satisfy the Acquisition in full will be funded from
the Society's existing cash resources.

The Acquisition will not require any immediate changes to the capital
structure of the Bank or the combined group as a whole. The Bank of England
has confirmed that it intends to exercise its discretion to treat the
outstanding externally held eligible liabilities and Tier 2 instruments issued
by the Bank as eligible to meet the consolidated MREL requirements applicable
to the combined group until 31 May 2027.  Post completion, the Society and
the Bank intend to simplify and align their capital structures over time.

At completion, the Bank will become a subsidiary of the Society and each
entity will retain their respective banking licences, and so customers and
members of each organisation will continue to have the same Financial Services
Compensation Scheme protection.

As announced on 24 May 2024, the combined group will be led by David Thorburn
as Chairman,  Stephen Hughes as Chief Executive Officer and Lee Raybould as
Chief Financial Officer.

************

Enquiries to:

Coventry Building Society

Richard Field, Head of Communications
                        0800 121 6868

KPMG LLP (financial adviser to the Society)
 
+44 (0)20 7311 1000

Matthew Watkins

J.P. Morgan Cazenove (financial adviser to the Society)
      +44 (0)20 3493 8000

Claire Brooksby

The Co-operative Bank Holdings p.l.c.

Alasdair Todd / Neil Bennett, H/advisors Maitland:
                  +44 (0)20 7379 5151

Angela Catlin, Head of Investor Relations:
                       +44 (0) 7548 965 042

Fenchurch Advisory Partners (financial adviser to the Bank)
+44 (0)20 7382 2222

Kunal Gandhi

Tom Murphy

Aleem Meghji

PJT Partners (financial adviser to the Bank)
 
+44 (0)20 3650 1100

Basil Geoghegan

Constantino Álvarez del Río

Marco Raimondo

 

Addleshaw Goddard LLP is acting as legal adviser to the Society in connection
with the Acquisition.

Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Bank Holdings
in connection with the Acquisition and Paul Hastings (Europe) LLP is acting as
legal adviser to the Sellers in connection with the Acquisition.

Information on Coventry Building Society

Coventry Building Society is an award-winning savings and mortgage provider,
currently the 8th largest UK lender with mortgage balances at £50.3bn at the
end of 2023. As a mutual, it is owned by and run for the benefit of its
members (customers with an eligible savings account or mortgage). It has
around 2 million members across the country.

The Society employs more than 3,000 colleagues and has been consistently
recognised for being a great workplace. In 2024 it was named as 11th on the
list of best super-large companies to work for in the UK by Great Places to
Work. It has also been recognised as a Great Place to Work for women, for
wellbeing, and as one of the best workplaces in financial services and
insurance.

In 2023 the Society became BCorp Certified. B Corp is a globally recognised
certification for companies that meet high standards of social and
environmental performance, accountability, and transparency, and are run for
the benefit of all people, communities, and the planet.

Following the acquisition, CBS will remain a building society.

Information on The Co-operative Bank Holdings p.l.c.

The Co-operative Bank p.l.c. provides a range of banking products and services
to about 2.5m retail customers and c.94k small and medium sized enterprises
('SME'). The Bank is committed to values and ethics in line with the
principles of the co-operative movement. The Co-operative Bank is the only
high street bank with a customer-led Ethical Policy, which gives customers a
say in how their money is used. Launched in 1992, the policy has been updated
on six occasions, with new commitments added in June 2022 to cover what we do
for our planet, people and the community.

The Co-operative Bank p.l.c. is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority. The Co-operative Bank p.l.c. eligible customers are
protected by the Financial Services Compensation Scheme in the UK, in
accordance with its terms.

Inside information

This announcement contains inside information as stipulated under the UK
Market Abuse Regulation (assimilated Regulation (EU) no 596/2014 it forms part
of the law of the United Kingdom by virtue of the European Union (Withdrawal)
Act 2018. Upon the publication of this announcement via a regulatory
information service, this inside information is now considered to be in the
public domain.

 

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference into this
announcement), statements made regarding the Acquisition, and other
information published by CBS and/or Bank Holdings, contain statements which
are, or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and not based on historical facts, but
rather on current expectations and projections of the management of CBS and/or
Bank Holdings about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include
statements with respect to the financial condition, results of operations and
business of Bank Holdings and certain plans and objectives of CBS with respect
thereto and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts and may use words such as
"anticipate", "target", "expect", "estimate", "forecast", "intend", "plan",
"budget", "scheduled" "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by the relevant
parties in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve known and
unknown risk and uncertainty and other factors which may cause actual results,
performance or developments to differ materially from those expressed in or
implied by such, because they relate to events and depend on circumstances
that will occur in the future. Although CBS and Bank Holdings believe that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement.

Neither CBS nor Bank Holdings assumes any obligation to update or correct the
information contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by applicable
law.

There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied in the
forward-looking statements including, but not limited to: the enactment of
legislation or regulation in the countries in which the parties operate that
may impose costs or restrict activities; the renegotiation of contracts or
licences; the ability to obtain requisite regulatory approvals and the
satisfaction of other conditions on the proposed terms; changes in government
policy and taxation; industrial disputes; war and terrorism. Other unknown or
unpredictable factors could cause actual results to differ materially from
those expected, estimated or projected in the forward-looking statements. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions proves incorrect, actual results and developments may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the light of such
factors.

Neither CBS nor Bank Holdings, nor any members of their respective groups, nor
any of their respective associates or directors, officers or advisers,
provides 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. Given the risks and uncertainties, you are
cautioned not to place any reliance on these forward-looking statements. Other
than in accordance with their legal or regulatory obligations, neither CBS nor
Bank Holdings is under any obligation, and each of CBS and Bank Holdings
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

Disclaimers

KPMG LLP ("KPMG"), which is authorised and regulated in the UK by the FCA,
is acting exclusively as financial adviser to the Society and no one else in
connection with the matters set out in this Announcement and will not regard
any other person as its client in relation to the matters in this Announcement
and will not be responsible to anyone other than the Society for providing the
protections afforded to clients of KPMG, nor for providing advice in relation
to any matter referred to herein. Neither KPMG nor any of its affiliates,
respective directors, officers, employees and agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of KPMG in connection with the matters referred to in this
Announcement, or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA.
J.P. Morgan Cazenove is acting as joint financial adviser exclusively for CBS
and no one else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to the matters
in this announcement and will not be responsible to anyone other than CBS for
providing the protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in relation to any matter referred to
herein.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the United
Kingdom, is acting as financial adviser to the Bank and for no one else in
connection with the transaction and will not be responsible to anyone other
than the Bank for providing the protections afforded to clients of Fenchurch
Advisory Partners LLP nor for providing advice in relation to the transaction
or any other matter referred to in this document.

PJT Partners (UK) Limited ("PJT Partners") which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom is acting exclusively
for the Bank and no one else in connection with the matters described herein
and will not be responsible to anyone other than the Bank for providing the
protections afforded to clients of PJT Partners or for providing advice in
connection with the matters described herein. Neither PJT Partners nor any of
its subsidiaries, branches or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of PJT
Partners in connection with this announcement, any statement contained herein
or otherwise.

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