REG - Close Bros Grp PLC - Result of Tender Offer

Close BrothersAnnouncement

03/02/2026 09:45

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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: DG.LM-EMEA@bofa.com); and UBS AG London Branch
(Attention: Liability Management; Telephone: +44 20 7568 1121; Email:
ol-liabilitymanagement-eu@ubs.com) are acting as Dealer Managers and Kroll
Issuer Services Limited (Attention: Scott Boswell; Telephone: +44 20 7704
0880; Email: closebrothers@is.kroll.com; 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.

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