REG - Shawbrook Group PLC - Tender Offer: Fixed Rate Subordinated Notes 2030

Goldman SachsAnnouncement

22/05/2025 17:30

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RNS Number : 8551J  Shawbrook Group PLC  22 May 2025

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT)) (U.S. PERSON) OR IN OR INTO 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 AND THE DISTRICT OF COLUMBIA) (THE UNITED
STATES) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW).

 

Shawbrook Group plc

22 May 2025

 

SHAWBROOK GROUP PLC ANNOUNCES

TENDER OFFER

Shawbrook Group plc (the Offeror) announces today that it is inviting holders
of its outstanding £75,000,000 9 per cent. Fixed Rate Reset Callable
Subordinated Notes due 2030 (ISIN: XS2199260576) (the Notes) to tender any and
all of their Notes for purchase by the Offeror for cash, subject to the
satisfaction (or waiver) of the New Issue Condition (such invitation, the
Offer).

The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 22 May 2025 (the Tender Offer Memorandum)
prepared by the Offeror in connection with the Offer and is subject to the
offer restrictions set out below and as more fully described in the Tender
Offer Memorandum. Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in the Tender Offer
Memorandum.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the Offer.

Summary

The table below sets out certain information relevant to the Offer:

 Description of the Notes                                                        ISIN /                    Outstanding Principal Amount  Purchase Price     Amount subject to the Offer

Common Code
 £75,000,000 9 per cent. Fixed Rate Reset Callable Subordinated Notes due 2030   XS2199260576 / 219926057  £75,000,000                                      Any and all

 (Reset Date: 10 October 2025)                                                                                                           100.00 per cent.

Rationale

Alongside the Offer, the Offeror intends to issue sterling denominated Fixed
Rate Reset Callable Subordinated Notes due 2035 (the New Notes), subject to
market conditions. The issue of the New Notes and the Offer are intended to
optimise the Offeror's regulatory capital.

Notes purchased by the Offeror pursuant to the Offer are expected to be
cancelled and will not be re-issued or re-sold.

Purchase Price and Accrued Interest Payments

The Offeror will, on the Settlement Date, pay for Notes validly tendered and
accepted by it for purchase pursuant to the Offer a cash purchase price equal
to 100.00 per cent. of the principal amount of the relevant Notes (the
Purchase Price).

The Offeror will also pay an Accrued Interest Payment in respect of any Notes
validly tendered and accepted for purchase by it pursuant to the Offer.

New Issue Condition

The Offeror announced today its intention to issue the New Notes, subject to
market conditions. Whether the Offeror will accept for purchase any Notes
validly tendered in the Offer is subject, without limitation, to the
successful completion (in the sole determination of the Offeror) of the issue
of the New Notes (the New Issue Condition) unless such condition is waived by
the Offeror in its sole discretion.

Even if the New Issue Condition is satisfied or waived, the Offeror is under
no obligation to accept for purchase any Notes tendered pursuant to the Offer.
The acceptance for purchase by the Offeror of Notes validly tendered pursuant
to the Offer is at the sole and absolute discretion of the Offeror, and
tenders may be rejected by the Offeror for any reason. Pricing of the New
Notes is expected to occur prior to the Expiration Deadline (as defined in the
Tender Offer Memorandum).

Neither this announcement nor the Tender Offer Memorandum constitutes an offer
of the New Notes and may not be used for the purposes of any such offer. Any
investment decision to purchase any New Notes should be made solely on the
basis of the information contained in the base admission particulars dated 16
May 2025 prepared by the Offeror in connection with its £1,000,000,000 Euro
Medium Term Note Programme for the issue of Senior Notes and Tier 2 Capital
Notes (the Base Admission Particulars) and the pricing supplement to be
prepared by the Offeror in connection with the issue and listing of the New
Notes (the Pricing Supplement),, and no reliance is to be placed on any
representations other than those contained in the Base Admission Particulars.

For the avoidance of doubt, the ability to purchase New Notes is subject to
all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder and the
selling restrictions set out in the Base Admission Particulars). It is the
sole responsibility of each Noteholder to satisfy itself that it is eligible
to purchase the New Notes.

The New Notes are not being, and will not be, offered or sold in the United
States. Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Notes in the United States or any other jurisdiction. Securities may not be
offered, sold or delivered in the United States absent registration under, or
an exemption from the registration requirements of, the United States
Securities Act of 1933, as amended (the Securities Act). The New Notes have
not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons.

Compliance information for the New Notes: UK MiFIR professionals/ECPs-only/No
UK PRIIPS KID or EU PRIIPS KID - eligible counterparties and professional
clients only (all distribution channels). No sales to UK retail investors or
EEA retail investors; no key information document in respect of the UK or the
EEA has been or will be prepared.

See the Base Admission Particulars and the Pricing Supplement, when available,
for further information.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
Accrued Interest Payment pursuant to, the Offer, Noteholders must validly
tender their Notes for purchase by delivering, or arranging to have delivered
on their behalf, a valid Tender Instruction that is received by the Tender
Agent by 4.00 p.m. (London time) on 30 May 2025 (the Expiration Deadline),
unless extended, re-opened, amended and/or terminated as provided in the
Tender Offer Memorandum.

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, the Offer by the
deadlines specified below and in the Tender Offer Memorandum. The deadlines
set by any such intermediary and each Clearing System for the submission and
revocation of Tender Instructions will be earlier than the relevant deadlines
specified below and in the Tender Offer Memorandum.

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum principal amount
of Notes of no less than £100,000, being the minimum denomination of the
Notes, and may be submitted in integral multiples of £1,000 thereafter.

No Pro Rata Scaling

If the Offeror decides to accept valid tenders of Notes for purchase pursuant
to the Offer, it will accept for purchase all of the Notes that are validly
tendered in full, with no pro rata scaling, subject to the conditions set out
in the Tender Offer Memorandum including the satisfaction (or waiver) of the
New Issue Condition.

Announcement of Results

The Offeror will announce, as soon as reasonably practicable on 2 June 2025,
its decision of whether to accept (subject to satisfaction (or waiver) of the
New Issue Condition on or prior to the Settlement Date) valid tenders of Notes
pursuant to the Offer and, if so accepted, the aggregate principal amount of
Notes accepted for purchase pursuant to the Offer, with such announcement
expected to occur on or around the Business Day following the Expiration
Deadline.

The anticipated transaction timetable is summarised below:

 Events                                                                           Times and Dates
 Commencement of the Offer

 Offer announced. Tender Offer Memorandum available from the Tender Agent,        Thursday, 22 May 2025
 including via the Offer Website (subject to offer and distribution

 restrictions set out below and in the Tender Offer Memorandum).
 Expiration Deadline

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in   4.00 p.m. (London time) on Friday, 30 May 2025
 order for Noteholders to be able to participate in the Offer.

 Announcement of Results

 Announcement by the Offeror of whether (subject to satisfaction (or waiver) of   As soon as reasonably practicable on Monday, 2 June 2025
 the New Issue Condition on or prior to the Settlement Date) the Offeror will

 accept valid tenders of Notes pursuant to the Offer and, if so accepted, the
 aggregate principal amount of Notes accepted for purchase pursuant to the

 Offer.
 Settlement Date for the Offer

 Subject to satisfaction (or waiver) of the New Issue Condition on or prior to    Wednesday, 4 June 2025
 the Settlement Date, expected settlement date for the Offer.

The above times and dates are subject to the right of the Offeror to extend,
re-open, amend, waive any condition of and/or terminate the Offer (subject to
applicable law and as provided in the Tender Offer Memorandum). Noteholders
are advised to check with any bank, securities broker or other intermediary
through which they hold Notes when such intermediary would need to receive
instructions from a Noteholder in order for that Noteholder to be able to
participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer by the
deadlines set out above. The deadlines set by any such intermediary and each
Clearing System for the submission of Tender Instructions will be earlier than
the relevant deadlines described above.

Unless otherwise stated, announcements will be made by the Offeror by (i)
publication on the RNS and (ii) the delivery of notices to the Clearing
Systems for communication to Direct Participants. Announcements may also be
made on the relevant Informa IGM Screen Insider service and/or by the issue of
a press release to a Notifying News Service and/or by any other means. Copies
of all such announcements, press releases and notices can also be obtained
upon request from the Tender Agent, the contact details for which are set out
below. Noteholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offer. In addition, holders of Notes
may contact the Dealer Manager for information using the contact details set
out below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information regarding the procedures for participating in the
Offer. For detailed terms of the Offer please refer to the Tender Offer
Memorandum which (subject to distribution restrictions) can be obtained from
the Tender Agent referred to below.

Goldman Sachs International (Telephone: +44 20 7774 4836; Attention: Liability
Management Group; Email: liabilitymanagement.eu@gs.com) is acting as the
Dealer Manager for the Offer.

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen
Morris; Email: shawbrook@is.kroll.com; Offer Website:
https://deals.is.kroll.com/shawbrook (https://deals.is.kroll.com/shawbrook) )
is acting as Tender Agent for the Offer.

LEI: 21380071539WSMTM4410

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer. If any Noteholder is in any doubt as to the
contents of the Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial and legal advice, including as to any
tax consequences, from its broker, bank manager, solicitor, accountant or
other independent financial, tax, regulatory or legal adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it
wishes to tender such Notes pursuant to the Offer. None of the Offeror, the
Dealer Manager or the Tender Agent nor any of their respective directors,
officers, agents, advisers, employees or affiliates makes any recommendation
as to whether Noteholders should tender Notes pursuant to the Offer. None of
the Offeror, the Dealer Manager or the Tender Agent (or any of their
respective directors, employees or affiliates) is providing Noteholders with
any legal, financial investment, business, regulatory, tax or other advice in
this announcement. Noteholders should consult with their own advisers as
needed to assist them in making an investment decision and to advise them
whether they are legally permitted to tender Notes for cash.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer
to buy or a solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Offer will not be accepted from Noteholders) in any
circumstances in which such offer or solicitation is unlawful. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer and the Dealer Manager or any of the
Dealer Manager's affiliates is such a licensed broker or dealer in such
jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or
such affiliate, as the case may be, on behalf of the Offeror in such
jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New
Notes that would permit a public offering of securities and the minimum
denomination of the New Notes will be £100,000.

United States

The Offer is not being made, and will not be made, directly or indirectly in
or into, or by use of the mail of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States or to any U.S. person (as defined in
Regulation S of the United States Securities Act of 1933, as amended (each a
U.S. Person)). This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of electronic
communication. Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer are not
being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States, to any person
located or resident in the United States or to any U.S. Person, and the Notes
cannot be tendered in the Offer by any such use, means, instrumentality or
facility or from within the United States or by any person located or resident
in the United States or by, or by any person acting for the account or benefit
of, a U.S. Person. Any purported tender of Notes in the Offer resulting
directly or indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by any person located in the United
States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States or by or on behalf of any U.S. Person or by use of such mails or
any such means, instrumentality or facility will be invalid and will not be
accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. Persons. Notes may not be
offered, sold or delivered in the United States absent registration under, or
an exemption from the registration requirements of, the Securities Act. The
New Notes have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the United States
and may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. Persons.

Each Noteholder participating in the Offer will represent that it is not a
U.S. Person and is not located in the United States and is not participating
in the Offer from the United States, or it is acting on a non-discretionary
basis for a principal located outside the United States that is not giving an
order to participate in the Offer from the United States and who is not a U.S.
Person. For the purposes of this and the above two paragraphs, United States
means 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 and
the District of Columbia.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other
document or materials relating to the Offer have been or will be submitted to
the clearance procedures of the Commissione Nazionale per le Società e la
Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being
carried out in the Republic of Italy (Italy) as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the Financial Services Act) and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the
Issuer's Regulation). The Offer is also being carried out in compliance with
article 35-bis, paragraph 7 of the Issuer's Regulation. Accordingly,
Noteholders or beneficial owners of the Notes that are located in Italy can
tender Notes for purchase pursuant to the Offer through authorised persons
(such as investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with requirements imposed
by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offer.

United Kingdom

The communication by the Offeror of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer is not
being made, and such documents and/or materials have not been approved by, an
authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom falling
within the definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the Financial Promotion Order)) or persons who are within
Article 43 of the Financial Promotion Order or any other persons to whom it
may otherwise lawfully be made under the Financial Promotion Order.

France

This announcement, the Tender Offer Memorandum and any other document or
material relating to the Offer have only been and shall only be distributed in
France to qualified investors as defined in Article 2(e) of Regulation (EU)
2017/1129. Neither this announcement nor the Tender Offer Memorandum has been
or will be submitted for clearance to or approved by the Autorité des
Marchés Financiers.

Belgium

The Offer is not being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer within the
meaning of Article I.1, 2o of the Belgian Code of Economic Law, as amended
from time to time (a Belgian Consumer) and the Tender Offer Memorandum or any
other documents or materials relating to the Offer have not been and shall not
be distributed, directly or indirectly, in Belgium to Belgian Consumers.

General

In addition to the representations referred to above in respect of the United
States, each Noteholder participating in the Offer will also be deemed to give
certain representations in respect of the other jurisdictions referred to
above and generally as set out in "Procedures for Participating in the Offer"
on pages 20 to 24 of the Tender Offer Memorandum. Any tender of Notes for
purchase pursuant to the Offer from a Noteholder that is unable to make these
representations will not be accepted. Each of the Offeror, the Dealer Manager
and the Tender Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of Notes for purchase pursuant to the
Offer, whether any such representation given by a Noteholder is correct and,
if such investigation is undertaken and as a result the Offeror determines
(for any reason) that such representation is not correct, such tender may be
rejected.

For the avoidance of doubt, neither this Announcement nor the Tender Offer
Memorandum constitutes an offer of the New Notes nor may be used for the
purposes of any such offer.

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