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Together Issue £300m 8½% Second Lien Secured Notes

6th May 2026 15:48

RNS Number : 2968D
Together Financial Services Limited
06 May 2026
 

 

NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR CIRCULATION IN AUSTRALIA, CANADA OR JAPAN

Together Successfully Issues £300m 8½% Second Lien Secured Notes

6 May 2026

Together Financial Services Limited ("Together" or the "Company") is pleased to announce the issuance of £300.0 million in aggregate principal amount of 8½% Second Lien Secured Notes due 2032 (the "Notes"), through its wholly owned subsidiary Jerrold FinCo plc (the "Issuer"). The gross proceeds of the offering of the Notes, together with (i) £50.0 million drawn from the Company's Kingsway Asset Backed Securitisation, (ii) £30.0 million drawn from the Company's Highfield Asset Backed Securitisation and (iii) cash on balance sheet, has been used (i) to redeem, in full, £380.0 million Senior PIK Toggle Notes due 2027 issued by Bracken Midco1 plc, the indirect parent company of Together, and (ii) to pay fees and expenses in connection with the offering of the Notes.

Richard Rowntree, Group CEO of Together commented: "We are delighted to announce the successful completion of our £300 million bond offering, which is another important milestone in our journey to becoming the UK's finance partner of choice."

Gary Beckett, Group MD and Chief Treasury Officer at Together added: "The issuance, which supports the refinancing of the Bracken Midco1 2027 PIK toggle notes, was significantly oversubscribed, underlining the ongoing confidence and support of our investors."

The Notes will be guaranteed on a second lien basis by the Company and all subsidiaries of the Company (other than the Issuer, the subsidiaries comprising the securitizations and certain dormant and non-material subsidiaries) (the "Subsidiary Guarantors," and, together with the Company, the "Guarantors").

The Notes and the guarantees will be secured by second-priority fixed and floating security interests granted on a second-priority basis over all of the issued capital stock in the Issuer and each of the Subsidiary Guarantors, substantially all of the existing and future property and assets of the Issuer and the Guarantors (excluding the assets sold to the securitisations), an assignment of the notes proceeds loan provided by the Issuer to the Company, and any additional security interests that may in the future be pledged to secure obligations under the Notes, the guarantees and the indenture.

Pursuant to the terms of the intercreditor agreement, the holders of the Notes will receive proceeds from the collateral only after the lenders under the revolving credit facility, the holders of the Issuer's £450.0 million in aggregate principal amount of the senior secured notes due 2030 and £500.0 million in aggregate principal amount of the senior secured notes due 2031 and the counterparties under certain hedging obligations, as well as creditors under certain other future indebtedness described in the intercreditor agreement, have been repaid in full.

Application will be made to The International Stock Exchange Authority Limited (the "Authority") for the listing of and permission to deal in the Notes on the Official List of The International Stock Exchange (the "Exchange"). There can be no assurance that the Notes will be listed on the Official List of the Exchange, that such permission to deal in the Notes will be granted or that such listing will be maintained.

 

 

Together

Mike Davies, Director of Corporate Affairs

+44 7753 138185

[email protected]

 

Camarco (Financial PR)

Ben Woodford

 

 

Alex Campbell

 

 

 

 

 

+44 7990 653341

[email protected]

 

+44 7710 230545

[email protected]

 

Together is the trading name of Together Financial Services Limited, which has its registered office address at Lake View, Lakeside, Cheadle, Cheshire SK8 3GW.

Ends

 

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.

The Notes and the guarantees thereof will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the Notes will be offered only to qualified institutional buyers as defined by Rule 144A under the Securities Act and to persons outside the United States in reliance on Regulation S under the Securities Act. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release constitutes a public disclosure of inside information by Jerrold FinCo plc under Regulation (EU) 596/2014 (16 April 2014).

The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II") or (ii) a customer within the meaning of Directive 2016/97/EU (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

In member states of the EEA, this announcement and any offer of the securities referred to herein in any Member State of the European Economic Area ("EEA") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the securities referred to herein. Accordingly, any person making or intending to make an offer in a Member State of Notes which are the subject of the offering contemplated may only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or the initial purchasers to publish a prospectus for such offer. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (the "DISC") for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024 (the "CCI Regulations").

In the UK, this announcement and any offer of the securities referred to herein in the UK will be made pursuant to an exemption under the Public Offers and Admissions to Trading Regulations 2024 (the "POATRs") from the prohibition in the POATRs on offers of the securities referred to herein to the public in the UK. Accordingly, any person making or intending to make an offer of the securities referred to herein may only do so in circumstances in which the offer falls within an exemption from the prohibition on public offers in Part 1 of Schedule 1 to the POATRs. Neither the Issuer nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any of the initial purchasers to publish a prospectus for such offer.

This communication is being distributed only to, and is directed at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order") (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 in connection with the issue and sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Company about future events and financial performance. The use of any of the words "expect," "anticipate," "continue," "will," "project," "should," "believe," "plans," "intends" and similar expressions are intended to identify forward-looking information or statements. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that such statements and information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.

The forward-looking statements and information contained in this announcement are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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