REG - Close Bros Grp PLC - Additional Tier 1 Securities

Close BrothersAnnouncement

29/11/2023 16:30

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RNS Number : 1135V  Close Brothers Group PLC  29 November 2023

 

Press Release
 

 Close Brothers Group plc issues inaugural Perpetual Additional Tier 1
 securities
 29 November 2023

Close Brothers Group plc ("the group" or "Close Brothers") has successfully
issued its inaugural Fixed Rate Resetting Additional Tier 1 Perpetual
Subordinated Contingent Convertible Securities in a £200 million transaction,
which attracted £1.48 billion of interest from institutional investors and
private banks in the UK, Europe, North America and Asia.

In line with the group's capital management framework and strategy, the
transaction optimises our capital structure and provides further flexibility
to grow the business. The issuance strengthened the group's Total capital
ratio by c.200bps to 16.6% on a pro-forma basis as at 31 October 2023(1).

The securities carry a coupon of 11.125%, payable semi-annually on 29 May and
29 November of each year, commencing on 29 May 2024, and have a first reset
date on 29 May 2029. The securities include, among other things, a conversion
trigger of 7.0% Common Equity Tier 1 capital ratio and are callable any time
in the six-month period prior to and including the first reset date or on each
reset date occurring every 5 years thereafter.

The instrument has been assigned a Moody's Baa2 instrument rating. An
application has been made for the Securities to be admitted to trading on the
International Securities Market of the London Stock Exchange.

To view the full Offering Circular, please paste the following URL into the
address bar of your browser:

http://www.rns-pdf.londonstockexchange.com/rns/8190U_1-2023-11-27.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/8190U_1-2023-11-27.pdf)

 

Footnote

1 The group's Total capital ratio is presented on a transitional basis after
the application of IFRS 9 transitional arrangements which allows banks to add
back to their capital base a proportion of the IFRS 9 impairment charges
during the transitional period. Without their application, the Total capital
ratio would be 16.5% on a pro-forma basis as at 31 October 2023. The
applicable Total capital ratio regulatory requirement, excluding any
applicable PRA buffer, was 13.4% at 31 October 2023. The group's Total capital
ratio is unaudited and includes unverified profits net of foreseeable
dividend.

 

Enquiries

Sophie Gillingham
Close Brothers Group
plc                              020 3857 6574

Camila
Sugimura                                 Close
Brothers Group plc
020 3857 6577

Kimberley Taylor
                                 Close
Brothers Group plc
020 3857 6233

Sam
Cartwright
Maitland
07827 254561

 

 

About Close Brothers

Close Brothers is a leading UK merchant banking group providing lending,
deposit taking, wealth management services and securities trading.  We employ
approximately 4,000 people, principally in the United Kingdom and Ireland.
Close Brothers Group plc is listed on the London Stock Exchange and is a
constituent of the FTSE 250.

Cautionary Statement

Certain statements included or incorporated by reference within this
announcement may constitute "forward-looking statements" in respect of the
group's operations, performance, prospects and/or financial condition. All
statements other than statements of historical fact are, or may be deemed to
be, forward-looking statements. Forward-looking statements are sometimes, but
not always, identified by their use of a date in the future or such words as
"anticipates", "aims", "due", "could", "may", "will", "should", "expects",
"believes", "intends", "plans", "potential", "targets", "goal" or "estimates".
By their nature, forward-looking statements involve a number of risks,
uncertainties and assumptions and actual results or events may differ
materially from those expressed or implied by those statements. There are also
a number of factors that could cause actual future operations, performance,
financial conditions, results or developments to differ materially from the
plans, goals and expectations expressed or implied by these forward-looking
statements and forecasts. These factors include, but are not limited to, those
contained in the Group's annual report (available at:
https://www.closebrothers.com/investor-relations
(https://www.closebrothers.com/investor-relations) ). Accordingly, no
assurance can be given that any particular expectation will be met and
reliance should not be placed on any forward-looking statement. Additionally,
forward-looking statements regarding past trends or activities should not be
taken as a representation that such trends or activities will continue in the
future.

Except as may be required by law or regulation, no responsibility or
obligation is accepted to update or revise any forward-looking statement
resulting from new information, future events or otherwise. Nothing in this
announcement should be construed as a profit forecast. Past performance cannot
be relied upon as a guide to future performance and persons needing advice
should consult an independent financial adviser.

This announcement does not constitute or form part of any offer or invitation
to sell, or any solicitation of any offer to subscribe for or purchase any
shares or other securities in the company or any of its group members, nor
shall it or any part of it or the fact of its distribution form the basis of,
or be relied on in connection with, any contract or commitment or investment
decisions relating thereto, nor does it constitute a recommendation regarding
the shares or other securities of the company or any of its group members.
Statements in this announcement reflect the knowledge and information
available at the time of its preparation. Liability arising from anything in
this announcement shall be governed by English law. Nothing in this
announcement shall exclude any liability under applicable laws that cannot be
excluded in accordance with such laws.

Disclaimer - Intended Addressees

EU MiFID II professionals/ECPs only/No EEA PRIIPs KID

UK MiFIR professionals/ECPs only/No UK PRIIPs KID

Please note that the information contained in the Offering Circular may be
addressed to and/or targeted at persons who are residents of particular
countries (as specified in the Offering Circular) only and is not intended for
use and should not be relied upon by any person outside these countries and/or
to whom the offer contained in the Offering Circular is not addressed. Prior
to relying on the information contained in the Offering Circular, you must
ascertain from the Offering Circular whether or not you are part of the
intended addressees of the information contained therein.

In particular, neither this announcement nor the Offering Circular shall
constitute an offer to sell or the solicitation of an offer to buy securities
in the United States or in any other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, exemption from
registration or qualification under the securities law of any such
jurisdiction.

The Securities and the ordinary shares into which they may convert under their
terms have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States, and
the Securities may not be offered, sold, pledged, taken up, resold,
transferred or delivered, directly or indirectly, in the United States or
to, or for the account or benefit of, U.S. persons (as defined in Regulation
S under the Securities Act ("Regulation S")) unless the Securities are
registered under the Securities Act or an exemption from the registration
requirements for the Securities Act is available. The Securities are being
offered and sold only to non-U.S. persons outside the United States in
reliance upon Regulation S. The Offering Circular may not be accessed from, or
transmitted in or into, the United States.

Your right to access this service is conditional upon complying with the above
requirements.

 

 

 

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