REG-OSB GROUP PLC Announces Cash Tender Offer for its £150,000,000 Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities

OsbAnnouncement

17/11/2025 09:30

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OSB GROUP PLC Announces Cash Tender Offer for its £150,000,000 Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities

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, OR TO 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 OR TO
ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER
AND DISTRIBUTION RESTRICTIONS" BELOW).

17 November 2025. OSB GROUP PLC (the Offeror) announces today an invitation to
holders of its outstanding £150,000,000 Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities (ISIN: XS2391408072) (the
Securities) to tender any and all of such Securities for purchase by the
Offeror for cash (such invitation, the Offer) subject to satisfaction (or
waiver by the Offeror) of the New Issue Condition (as defined below) and the
other conditions set out in the Tender Offer Memorandum.

The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 17 November 2025 (the Tender Offer
Memorandum) prepared by the Offeror in connection with the Offer, and is
subject to the offer restrictions set out below, as more fully described in
the Tender Offer Memorandum. For detailed terms of the Offer, please refer to
the Tender Offer Memorandum, copies of which are (subject to distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used but not otherwise defined in this announcement shall have the
meanings given to them in the Tender Offer Memorandum.

Summary of the Offer

A summary of certain of the terms of the Offer appears below:

 Description  of the Securities                                                               ISIN /  Common Code       Outstanding Principal Amount  First Optional Par Call Date  Coupon                      Purchase Price     Amount subject  to the Offer  
 £150,000,000 Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities   XS2391408072 / 239140807  £150,000,000                  7 October 2026                6.000 per cent. per annum*  100.250 per cent.  Any and all                   
 * Up to (but excluding) the First Reset Date (being 7 April 2027).                                                                                                                                                                                              

Rationale for the Offer 
The purpose of the Offer is to provide liquidity for investors in the
Securities and to proactively manage the refinancing of the Securities in
conjunction with the issue of the New Securities (as defined below).

Securities purchased by the Offeror pursuant to the Offer will be cancelled
and will not be re-issued or resold.

Details of the Offer

Purchase Price and Accrued Interest

Subject to satisfaction or waiver of the New Issue Condition on or prior to
the Settlement Date, the Offeror will pay on the Settlement Date for any
Securities validly tendered and accepted for purchase by it pursuant to the
Offer a cash purchase price (expressed as a percentage of the principal amount
of the relevant Securities accepted for purchase pursuant to the Offer, the
Purchase Price) equal to 100.250 per cent. of the principal amount of such
Securities.

Subject to satisfaction or waiver of the New Issue Condition on or prior to
the Settlement Date, the Offeror will also pay on the Settlement Date an
Accrued Interest Payment in respect of any Securities accepted by it for
purchase pursuant to the Offer.

Any and All Offer

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

New Issue Condition

Concurrently with the announcement of the Offer, the Offeror announced that it
intends to launch a proposed issue of new sterling denominated additional tier
1 securities (the New Securities), subject to market conditions.

Whether the Offeror will accept for purchase any Securities validly tendered
in the Offer is subject, without limitation, to the successful completion (in
the sole and absolute determination of the Offeror) of the issue of the New
Securities (the New Issue Condition), unless the Offeror, in its sole and
absolute discretion, elects to waive the New Issue Condition.

Even if the New Issue Condition is satisfied, the Offeror is under no
obligation to accept for purchase any Securities tendered pursuant to the
Offer. The acceptance for purchase by the Offeror of Securities 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.

Neither this announcement nor the Tender Offer Memorandum constitutes an offer
to buy or sell, or a solicitation of an offer to sell or buy, any New
Securities (and tenders of Securities for purchase pursuant to the Offer will
not be accepted from Holders) in any circumstances in which such offer or
solicitation is unlawful. Any investment decision to purchase any New
Securities should be made solely on the basis of the information contained in
the offering memorandum to be prepared by the Offeror in connection with the
issue and listing of the New Securities (including any amendment or supplement
thereto, the Offering Memorandum), and no reliance is to be placed on any
information other than that contained in the Offering Memorandum. Subject to
compliance with applicable securities laws and regulations, a preliminary
offering memorandum (the Preliminary Offering Memorandum) dated on or about 17
November 2025 relating to the New Securities is available from the Dealer
Managers (in their capacity as joint lead managers of the issue of the New
Securities) on request.

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

The New Securities are not being, and will not be, offered or sold in the
United States. Nothing in either this announcement or the Tender Offer
Memorandum constitutes an offer to sell or the solicitation of an offer to buy
the New Securities 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
Securities 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 (as
defined in Regulation S under the Securities Act).

Compliance information for the New Securities:

UK MiFIR professionals/ECPs-only/No UK PRIIPs KID – eligible counterparties
and professional clients only (all distribution channels). No sales to UK
retail investors; no key information document has been or will be prepared. No
EU PRIIPS KID – no sales to EEA retail investors; no key information
document has been or will be prepared.

FCA CoCo Restriction - The New Securities are not intended to be offered, sold
or otherwise made available, and should not be offered, sold or otherwise made
available, to retail clients (as defined in COBS 3.4) in the United Kingdom.

See the Preliminary Offering Memorandum for further information.

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

Allocation of the New Securities

When considering allocation of the New Securities, the Offeror may, in its
sole and absolute discretion, give preference to those Holders that, prior to
such allocation, have confirmed to any Dealer Manager that they have validly
tendered or have given a firm intention to any Dealer Manager that they intend
to tender their Securities for purchase pursuant to the Offer and, if so, the
aggregate principal amount of Securities tendered or intended to be tendered
by such Holder. Therefore, a Holder that wishes to subscribe for New
Securities in addition to tendering its existing Securities for purchase
pursuant to the Offer may be eligible to receive, at the sole and absolute
discretion of the Offeror, priority in the allocation of the New Securities,
subject to the issue of the New Securities, the selling restrictions contained
in the Offering Memorandum relating to the New Securities and such Holder
making a separate application for the purchase of such New Securities to any
Dealer Manager (in its capacity as a joint lead manager of the issue of the
New Securities) in accordance with the standard new issue procedures of such
Dealer Manager. Any such preference will, subject to the sole and absolute
discretion of the Offeror, be applicable up to the aggregate principal amount
of Securities that such Holder has confirmed to any Dealer Manager that they
have tendered (or in respect of which such Holder has indicated a firm
intention to tender as described above) pursuant to the Offer. However, the
Offeror is not obliged to allocate any New Securities to a Holder that has
confirmed to any Dealer Manager that they have validly tendered or indicated a
firm intention to tender its Securities for purchase pursuant to the Offer
and, if any such New Securities are allocated, the principal amount thereof
may be less or more than the principal amount of Securities tendered by such
Holder and accepted for purchase by the Offeror pursuant to the Offer. Any
such allocation will also, among other factors, take into account the minimum
denomination of the New Securities (being £200,000). In order to be eligible
for priority in the allocation of the New Securities, a Holder must submit a
Tender Instruction in respect of a principal amount of Securities of no less
than £200,000 (being the minimum denomination of the New Securities).

All allocations of the New Securities, while being considered by the Offeror
as set out above, will be made in accordance with customary new issue
allocation processes and procedures in the sole and absolute discretion of the
Offeror. In the event that a Holder validly tenders Securities pursuant to the
Offer, such Securities will remain subject to such tender and the conditions
of the Offer as set out in the Tender Offer Memorandum irrespective of whether
that Holder receives all, part or none of any allocation of New Securities for
which it has applied.

Holders should note that the pricing and allocation of the New Securities are
expected to take place prior to the Expiration Deadline for the Offer and any
Holder that wishes to subscribe for New Securities in addition to tendering
existing Securities for purchase pursuant to the Offer should therefore
provide, as soon as practicable and in any event prior to the allocation of
the New Securities, to any Dealer Manager any confirmation that they have
tendered their Securities pursuant to the Offer or provide any indications of
a firm intention to tender Securities for purchase pursuant to the Offer and
in each case the quantum of Securities that it has tendered or intends to
tender in order for this to be taken into account as part of the New
Securities allocation process.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
Accrued Interest Payment pursuant to, the Offer, Holders must validly tender
their Securities 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 24 November 2025 unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer Memorandum (the
Expiration Deadline).

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 Securities of no less than £1,000, and may be submitted in integral
multiples of £1,000 thereafter (including, for the avoidance of doubt, in
respect of a principal amount of less than £200,000, being the minimum
denomination of the Securities).

Indicative timetable for the Offer

The anticipated transaction timetable is summarised below. These times and
dates are indicative only and subject to change:

 Events                                                                                                                                                                                                                                                                                                                                                              Times and Dates                                        
                                                                                                                                                                                                                                                                                                                                                                     (All times are London time)                            
 Commencement of the Offer  Announcement of Offer. Tender Offer Memorandum available from the Tender Agent (subject to the restrictions set out in “ Offer and Distribution Restrictions ” below).                                                                                                                                                                   17 November 2025                                       
 Expiration Deadline  Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Holders to be able to participate in the Offer.                                                                                                                                                                                                       4.00 p.m. on 24 November 2025                          
 Announcement of Results  Announcement by the Offeror of whether it will accept (subject to the satisfaction or waiver of the New Issue Condition on or prior to the Settlement Date) valid tenders of Securities for purchase pursuant to the Offer and, if so accepted, the aggregate principal amount of Securities accepted for purchase pursuant to the Offer.  As soon as reasonably practicable on 25 November 2025  
 Settlement Date  Subject to the satisfaction, or waiver, of the New Issue Condition, expected Settlement Date for the Offer.                                                                                                                                                                                                                                        27 November 2025                                       

The Offeror may, in its sole and absolute discretion, extend, re-open, amend,
waive any condition of or terminate the Offer at any time (subject to
applicable law and as provided in the Tender Offer Memorandum) and the above
times and dates are indicative only and subject to the right of the Offeror to
so 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).

Holders are advised to check with any bank, securities broker, custodian or
other intermediary through which they hold Securities when such intermediary
would need to receive instructions from a Holder in order for that Holder to
be able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate in, the Offer
before the deadlines specified above. 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 set out above
and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be
made by or on behalf of the Offeror by (i) publication through RNS
(https://www.londonstockexchange.com/news) and (ii) the delivery of notices to
the Clearing Systems for communication to Direct Participants. Such
announcements may also be made (a) on the Informa IGM Screen Insider service
and/or (b) by the issue of a press release to a Notifying News Service. 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 below.
Significant delays may be experienced where notices are delivered to the
Clearing Systems and Holders are urged to contact the Tender Agent for the
relevant announcements during the course of the Offer. In addition, Holders
may contact the Dealer Managers for information using the contact details
below.

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

Goldman Sachs International, Lloyds Bank Corporate Markets plc and Morgan
Stanley & Co. International plc are acting as the Dealer Managers for the
Offer and Kroll Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers:

Goldman Sachs International (Attention: Liability Management Group; Telephone:
+44 20 7774 4836; Email: liabilitymanagement.eu@gs.com); Lloyds Bank Corporate
Markets plc (Attention: Liability Management; Telephone: +44 20 7158
1719/1726; Email: LBCMLiabilityManagement@lloydsbanking.com); and Morgan
Stanley & Co. International plc (Attention: Liability Management Team, Global
Capital Markest; Telephone: +44 20 7677 5040; Email:
liabilitymanagementeurope@morganstanley.com).

Questions and requests for assistance in connection with the procedures for
participating in the Offer, including the delivery of Tender Instructions, may
be directed to the Tender Agent:

Kroll Issuer Services Limited (Attention: Arlind Bytyqi; Telephone: +44 20
7704 0880; Email: osb@is.kroll.com; Offer Website:
https://deals.is.kroll.com/osb).

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 Jens Bech, Group Commercial
Director of the Offeror and Alexander Holcroft, Group Director of Investor
Relations of the Offeror. 
Offeror LEI: 213800ZBKL9BHSL2K459 
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 Holder is in any doubt as to the
contents of this announcement and/or the Tender Offer Memorandum or the action
it should take, it is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial, tax or
legal adviser. Any individual or company whose Securities are held on its
behalf by a broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to tender such Securities
pursuant to the Offer. The Dealer Managers are acting exclusively for the
Offeror and no one else in connection with the arrangements described in this
announcement and the Tender Offer Memorandum and will not be responsible to
any Holder for providing the protections which would be afforded to customers
of the Dealer Managers or for advising any other person in connection with the
Offer. None of the Offeror, the Dealer Managers or the Tender Agent or any
director, officer, employee, agent or affiliate of any such person has made or
will make any assessment of the merits and risks of the Offer or of the impact
of the Offer on the interests of the Holders either as a class or as
individuals, and none of them makes any recommendation as to whether Holders
should tender Securities pursuant to the Offer. None of the Offeror, the
Dealer Managers or the Tender Agent (or any of their respective directors,
officers, employees, agents or affiliates) is providing Holders with any
legal, business, tax or other advice in this announcement and/or the Tender
Offer Memorandum. Holders 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 Securities for cash. 
Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or for there to
be such participation under applicable securities laws. The distribution of
this announcement, the Tender Offer Memorandum and/or any other materials
relating to the Offer in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement, the Tender Offer Memorandum
and/or any other materials relating to the Offer 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.

Neither this announcement, the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or a solicitation of an offer
to sell Securities (and tenders of Securities in the Offer will not be
accepted from Holders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer
and any Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall be deemed
to be made by such 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
Securities that would permit a public offering of securities and the minimum
denomination of the New Securities will be £200,000.

United States

The Offer is not being made, and will not be made, directly or indirectly in
or into, or by use of the mails 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. The Securities may not be tendered in the Offer by any such
use, means, instrumentality or facility from or within the United States or by
persons located or resident in the United States or by any U.S. Person.
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 or to any persons located or resident in the
United States or to any U.S. Person, and the Securities cannot be tendered in
the Offer by any use, means, instrumentality or facility from or within or by
persons located or resident in the United States or by any U.S. Person. Any
purported tender of Securities in the Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and any purported
tender of Securities made by a person located in the United States, a U.S.
Person, by any person acting for the account or benefit of a U.S. Person or
any agent, fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States will be
invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy
or sell, or a solicitation of an offer to buy or sell, any Securities or other
securities in the United States or to U.S. Persons. Securities 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 Securities 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 Holder participating in the Offer will represent that it is not a U.S.
Person and it is not located in the United States and it 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.

United Kingdom 
The communication 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, neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offer are 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, and may only be acted upon by, 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 (which includes an
existing creditor of the Offeror and, therefore, includes the Holders) or any
other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer has 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. Holders or beneficial owners of the Securities that are located in
Italy may tender some or all of their Securities in 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, the Bank of Italy 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
Securities and/or the Offer.

France

The Offer is not being made, directly or indirectly, to the public in the
Republic of France. This announcement, the Tender Offer Memorandum and any
other documents or materials 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, as amended. Neither this announcement nor
the Tender Offer Memorandum has been or will be submitted for clearance to nor
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, 2° of the Belgian Code of Economic Law, as amended
from time to time (a Belgian Consumer) and neither this announcement, the
Tender Offer Memorandum nor any other documents or materials relating to the
Offer have been nor shall be distributed, directly or indirectly, in Belgium
to Belgian Consumers