REG - Coventry BuildingSoc Co-Operative Bank Co-Operative BH PLC - 2028 Notes Pricing and Results of Tender Offers

NatwestAnnouncement

26/05/2026 12:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260526:nRSZ7288Fa&default-theme=true

RNS Number : 7288F  Coventry Building Society  26 May 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) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED, THE EUWA).

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 WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.

Coventry Building Society
26 May 2026

COVENTRY BUILDING SOCIETY ANNOUNCES

2028 NOTES PRICING AND RESULTS OF TENDER OFFERS

Further to its announcement dated 18 May 2026, Coventry Building Society (the
Offeror) announces today the results of its invitations to holders of the
outstanding (a) £400,000,000 7.000 per cent. Senior Non-Preferred Fixed Rate
Reset Notes due 2027 (XS2704925846) issued by the Offeror (the 2027 Notes) and
(b) £200,000,000 Fixed Rate Reset Callable Notes due 2028 (XS2606337082)
issued by The Co-operative Bank Holdings p.l.c.(( 1  (#_ftn1) )) (Co-op Bank
Holdings) (the 2028 Notes, and together with the 2027 Notes, the Notes) to
tender any and all such Notes for purchase by the Offeror for cash subject to
the satisfaction (or waiver) of the conditions described in the Tender Offer
Memorandum (each such invitation an Offer, and, together, the Offers).

The Offers were made on the terms and subject to the conditions contained in
the tender offer memorandum dated 18 May 2026 (the Tender Offer Memorandum)
prepared by the Offeror in connection with the Offers. Capitalised terms used
but not otherwise defined in this announcement shall have the meanings given
to them in the Tender Offer Memorandum.

Results

The Expiration Deadline for each Offer was 4.00 p.m. (London time) on 22 May
2026. As at the Expiration Deadline, (i) £322,332,000 in aggregate nominal
amount of 2027 Notes was validly tendered for purchase pursuant to the 2027
Notes Offer and (ii) £198,035,000 in aggregate nominal amount of 2028 Notes
was validly tendered for purchase pursuant to the 2028 Notes Offer.

The Offeror hereby announces that it will accept for purchase all Notes
validly tendered pursuant to the Offers in full, with no pro rata scaling.

In addition, in respect of the 2028 Notes Offer only, the Offeror hereby
nominates Co-op Bank Holdings to acquire the 2028 Notes validly tendered and
accepted for purchase.

2027 Notes Purchase Price

As set out in the Tender Offer Memorandum, the 2027 Notes Purchase Price to be
paid on the Settlement Date for 2027 Notes validly tendered and accepted for
purchase pursuant to the 2027 Notes Offer is a cash purchase price equal to
101.125 per cent. of their nominal amount.

2028 Notes Purchase Price

Pricing for the 2028 Notes took place at or around 10:00 am (London time)
today. The 2028 Notes Purchase Price to be paid on the Settlement Date for
2028 Notes validly tendered and accepted for purchase pursuant to the 2028
Notes Offer is a cash purchase price equal to 104.993 per cent. of their
nominal amount.

A summary of the pricing for the 2028 Notes Offer is set out below:

 2028 Notes Benchmark Security             2028 Notes Purchase Spread  2028 Notes Benchmark Security Rate  2028 Notes Purchase Yield  2028 Notes Purchase Price
 UKT 3 ¾ 7(th) March 2027 (GB00BPSNB460)   15 bps                      4.139 per cent.                     4.289 per cent.            104.993 per cent.

 

Accrued Interest Payment

Noteholders will also receive, on the Settlement Date, the relevant Accrued
Interest Payment in respect of Notes validly tendered and accepted for
purchase pursuant to an Offer.

General

Settlement of the purchase of the Notes pursuant to the Offers is expected to
take place on 28 May 2026.

Notes purchased by, or on behalf of, the Offeror pursuant to the Offers will
be cancelled and will not be re-issued or re-sold. Following such
cancellation, (i) £77,668,000 in aggregate nominal amount of the 2027 Notes
will remain outstanding and (ii) £1,965,000 in aggregate nominal amount of
the 2028 Notes will remain outstanding (see "2028 Notes Clean-up Call
intention" below).

2028 Notes Clean-up Call intention

Pursuant to the terms and conditions of the 2028 Notes, 75 per cent. or more
of the outstanding nominal amount of the 2028 Notes originally issued will
have been purchased and subsequently cancelled on the Settlement Date, Co-op
Bank Holdings intends to exercise the 2028 Notes Clean-up Call (as further
described in the Tender Offer Memorandum) in respect of the remaining
outstanding 2028 Notes which have not been validly tendered and accepted for
purchase by, or on behalf of, the Offeror pursuant to the 2028 Notes Offer,
notice in respect of which will be given pursuant to and in accordance with
the terms and conditions of the 2028 Notes.

Goldman Sachs International (Telephone: +44 20 7774 4836; Attention: Liability
Management Group; Email: liabilitymanagement.eu@gs.com

NatWest Markets Plc (Telephone: +44 20 7678 5222; Attention: Liability
Management; Email: NWMLiabilityManagement@natwestmarkets.com)

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen
Morris; Email: co-op@is.kroll.com

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 Offers described above. For the purposes of UK MAR and the Implementing
Technical Standards, this announcement is made by Catherine Green, Society
Secretary of the Offeror.

LEI: 2138004G59FXEAZ6IO10

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.

 1  (#_ftnref1) The 2028 Notes were originally issued by The Co-operative Bank
Finance p.l.c. and, pursuant to the terms of a supplemental trust deed dated 2
November 2023 between The Co-operative Bank Finance p.l.c., Co-op Bank
Holdings and Law Debenture Trustees Limited, Co-op Bank Holdings was
substituted in place of The Co-operative Bank Finance p.l.c. as issuer and
principal debtor in respect of the 2028 Notes.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RTEFZGZKGVFGVZM



            Copyright 2019 Regulatory News Service, all rights reserved