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Tender Offer - Final Results

18th Nov 2025 13:35

RNS Number : 0318I
BUPA Finance PLC
18 November 2025
 

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 (the 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 (the Securities Act)) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

BUPA FINANCE PLC ANNOUNCES FINAL RESULTS OF TENDER FOR ITS £400,000,000 5.000 PER CENT. FIXED RATE SUBORDINATED NOTES DUE 2026 AND ITS £300,000,000 1.750 PER CENT. NOTES DUE 2027

18 November 2025. Bupa Finance plc (the Offeror) announces today the final results of its separate invitations to holders of its outstanding (i) £400,000,000 5.000 per cent. Fixed Rate Subordinated Notes due 2026 (ISIN: XS1529103712) (the 2026 Notes); and (ii) £300,000,000 1.750 per cent. Notes due 2027 (ISIN: XS2183141717) guaranteed by The British United Provident Association Limited (the 2027 Notes and, together with the 2026 Notes, the Notes and each a Series) to tender such Notes for purchase by the Offeror for cash, in each case subject to the satisfaction (or waiver) of the New Financing Condition and the other conditions described in the Tender Offer Memorandum (each such invitation an Offer, and together, the Offers).

The Offers were announced on 10 November 2025 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 10 November 2025 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offers. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

Expiration Deadline

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 17 November 2025. As at the Expiration Deadline, the Offeror had received valid tenders for purchase pursuant to the Offers of (i) £292,336,000 in aggregate nominal amount of the 2026 Notes; and (ii) £130,816,000 in aggregate nominal amount of the 2027 Notes.

Final Acceptance Amount

The Offeror confirms that the Final Acceptance Amount is £400,000,000, to be allocated between the 2026 Notes and the 2027 Notes as set out below.

Results of the Offers

The Offeror will accept (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date), (i) 2026 Notes validly tendered pursuant to the relevant Offer in full, with no pro rata scaling; and (ii) 2027 Notes validly tendered pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor of 82.954 per cent.

Pricing in respect of the Offers took place at around 11.00 a.m. (London time) today (the Pricing Time). The Offeror determined that the Purchase Prices it will pay for the Notes validly tendered and accepted for purchase pursuant to the relevant Offer (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) will be: (i) in respect of the 2026 Notes, 100.666 per cent. of the nominal amount of such 2026 Notes; and (ii) in respect of the 2027 Notes, 96.551 per cent. of the nominal amount of such 2027 Notes, each based on a Settlement Date of 20 November 2025.

A summary of the final results of, and pricing for, the Offers is set out below:

Notes

Series Acceptance Amount

Scaling Factor

Benchmark Security Rate

Purchase Spread

Purchase Yield

Purchase Price1

2026 Notes

£292,336,000

Not Applicable

3.591 per cent.

75 bps

4.341 per cent.

100.666 per cent.

2027 Notes

£107,664,000

82.954 per cent.

3.795 per cent.

25 bps

4.045 per cent.

96.551 per cent.

1.

Expressed as a percentage of the nominal amount of the relevant Notes.

General

Subject to the satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 20 November 2025.

The Offeror will also pay (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date), an Accrued Interest Payment in respect of the Notes accepted for purchase pursuant to the Offers.

Banco Bilbao Vizcaya Argentaria, S.A. (Telephone: +44 207 397 6061; Attention: Liability Management; Email: [email protected]); Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability Management Group; Email: [email protected]); Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: [email protected]); NatWest Markets Plc (Telephone: +44 20 7678 5222; Attention: Liability Management; Email: [email protected]); and Standard Chartered Bank (Telephone: +44 20 7885 5739; Attention: Liability Management; Email: [email protected]) acted as Dealer Managers for the Offers.

Kroll Issuer Services (Telephone: +44 20 7704 0880; Attention: Scott Boswell; Email: [email protected]; Offer Website: https://deals.is.kroll.com/bupa) acted as Tender Agent for the Offers.

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 Offers described above. For the purposes of UK MAR and Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Tracey Crosier, Director of Group Corporate Governance at the Offeror.

Offeror LEI: ZIMCVQHUFZ8GVHENP290.

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.

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