Schroders Limited - Tender Offer – Results Announcement

Banco Santander

Yesterday 12:04

RNS Number : 1943C
  
Schroders Limited
  
06 November 2026
  
 



THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.


 


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS 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 ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.


 


Schroders Limited


(incorporated with limited liability in England and Wales with registered number 03909886)


(the “Offeror”)


announces the final results of its tender offer for the outstanding:


£250,000,000 6.346 per cent. Fixed Rate Reset Callable Subordinated Notes due 2034 (ISIN: XS2795388383) (the “Notes”)


6 November 2026


On 29 October 2026, the Offeror announced an invitation to holders of its outstanding £250,000,000 6.346 per cent. Fixed Rate Reset Callable Subordinated Notes due 2034 (ISIN: XS2795388383) to tender any and all of their Notes for purchase by the Offeror for cash (such invitation, the "Offer"), on the terms and subject to the conditions set out in the tender offer memorandum dated 29 October 2026 (the "Tender Offer Memorandum") prepared by the Offeror.


The Offer expired at 4.00 p.m. (London time) on 5 November 2026 (the "Expiration Deadline") and the Offeror now announces the final results of the Offer.


Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.


Pricing in respect of the Offer took place at or around 10.00 a.m. (London time) today.


Final Results and Pricing for the Notes


As at the Expiration Deadline, the Offeror had received valid tenders of £247,494,000 in aggregate nominal amount of the Notes for purchase pursuant to the Offer.
 


The Offeror hereby announces that it has decided to accept for purchase all Notes validly tendered pursuant to the Offer, being £247,494,000 in aggregate nominal amount of the Notes. In accordance with the terms of the Offer, there will be no pro rata scaling of any tenders of Notes for purchase pursuant to the Offer.


A summary of the final pricing for, and results of, the Offer is set out in the table below:



Description of the Notes


ISIN / Common Code


Aggregate nominal amount accepted for purchase


Benchmark Security Rate


Purchase Spread


Purchase Yield


Purchase Price



£250,000,000 6.346 per cent. Fixed Rate Reset Callable Subordinated Notes due 2034


XS2795388383 / 279538838


£247,494,000


4.564 per cent.


90 bps


5.464 per cent.


101.986 per cent.


 


The Offeror will also pay an Accrued Interest Payment in respect of any Notes accepted for purchase pursuant to the Offer, as further described in the Tender Offer Memorandum.


The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offer is expected to be 10 November 2026.


The Offeror intends to surrender Notes purchased by it pursuant to the Offer for cancellation, and such Notes will not be re-issued or re-sold. Following settlement of the Offer, £2,506,000 in aggregate nominal amount of the Notes will remain outstanding.


Clean-up Call


Pursuant to the terms and conditions of the Notes, 75 per cent. or more of the outstanding principal amount of the Notes originally issued will have been purchased and subsequently cancelled following the Settlement Date. The Offeror intends to exercise its option to redeem all (but not some only) of the Notes early at par (plus applicable accrued and unpaid interest) (as further described in the Tender Offer Memorandum) in respect of the remaining outstanding Notes which have not been validly tendered and accepted for purchase by the Offeror pursuant to the Offer. Notice of the exercise of this option will be given pursuant to and in accordance with the terms and conditions of the Notes.










JOINT DEALER MANAGERS


Banco Santander, S.A. 
Ciudad Grupo Santander
Edificio Encinar

Avenida de Cantabria s/n 
28660 Boadilla del Monte 

Madrid 

Spain

Attention: Liability Management
Email: liabilitymanagement@gruposantander.com


Barclays Bank PLC
1 Churchill Place
London E14 5HP
United Kingdom

Telephone: +44 20 3134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com 


TENDER AGENT


Kroll Issuer Services Limited
The News Building

3 London Bridge

London SE1 9SG

United Kingdom

Telephone: +44 20 7704 0880
Attention: Jacek Kusion
Email: schroders@is.kroll.com
Offer Website: http://deals.is.kroll.com/schroders


 


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) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the final results and pricing of the Offer described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) No. 2016/1055 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Kate Graham, Company Secretary of the Offeror.


LEI Number: 2138001YYBULX5SZ2H24


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/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Offeror, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Notes or an invitation to participate in the Offer.



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