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Result of Tender Offer

3rd Feb 2026 09:40

RNS Number : 5103R
Close Brothers Group PLC
03 February 2026
 

Close Brothers Group plc announces results of its Cash Tender Offer

for its £200,000,000 2.00 per cent. Subordinated Tier 2 Notes

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

3 February 2026. Close Brothers Group plc (the Offeror) announces today the results of its invitation to holders of its outstanding £200,000,000 2.00 per cent. Subordinated Tier 2 Notes (ISIN: XS2351480566) (the Notes) to tender any and all such Notes for purchase by the Offeror for cash (such invitation, the Offer).

The Offer was announced on 26 January 2026 and was made on the terms and subject to the conditions (including, but not limited to, the New Issue Condition) contained in the tender offer memorandum dated 26 January 2026 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 2 February 2026. As at the Expiration Deadline, £191,380,000 in aggregate nominal amount of the Notes were validly tendered for purchase pursuant to the Offer.

The Offeror announces that it has decided to accept for purchase all Notes validly tendered for pursuant to the Offer.

Subject to the satisfaction, or waiver, of the New Issue Condition, the expected Settlement Date for the Offer is 4 February 2026. Following settlement of the Offer, £8,620,000 in aggregate nominal amount of the Notes will remain outstanding.

Merrill Lynch International (Attention: Liability Management Group; Telephone: +44 20 7996 5420; Email: [email protected]); and UBS AG London Branch (Attention: Liability Management; Telephone: +44 20 7568 1121; Email: [email protected]) are acting as Dealer Managers and Kroll Issuer Services Limited (Attention: Scott Boswell; Telephone: +44 20 7704 0880; Email: [email protected]; Offer Website: https://deals.is.kroll.com/closebrothers) is acting as Tender Agent.

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Sarah Peazer-Davies, Group General Counsel and Company Secretary of the Offeror.

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. The Offer has now expired.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
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