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

OsbAnnouncement

25/11/2025 09:30

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OSB GROUP PLC announces results of its 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) 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

25 November 2025. OSB GROUP PLC (the Offeror) announces today the results of
its 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 their Securities for
purchase by the Offeror for cash (the Offer).

The Offer was announced on 17 November 2025 and was made on the terms and
subject to the conditions contained in the tender offer memorandum dated 17
November 2025 (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 24
November 2025. As at the Expiration Deadline, £132,928,000 in aggregate
principal amount of the Securities were validly tendered for purchase pursuant
to the Offer.

The Offeror announces that, subject to the satisfaction (or waiver by the
Offeror) of the New Issue Condition on or prior to the Settlement Date, it has
decided to accept for purchase all Securities validly tendered pursuant to the
Offer, at a cash purchase price equal to 100.250 per cent. of the principal
amount of the relevant Securities, together with an Accrued Interest Payment.

Subject to the satisfaction (or waiver by the Offeror) of the New Issue
Condition, the Settlement Date for the Offer is expected to be 27 November
2025. Following settlement of the Offer, £17,072,000 in aggregate principal
amount of the Securities will remain outstanding.

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) and Kroll Issuer Services Limited
(Attention: Arlind Bytyqi; Telephone: +44 20 7704 0880; Email:
osb@is.kroll.com).
1. Offeror LEI: 213800ZBKL9BHSL2K459
2. 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.
DISCLAIMER The offer period for the Offer has now expired. No further tenders
of Securities may be made pursuant to the Offer. 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, 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