REG - Paragon Banking Grp - SUCCESSFUL PRICING OF INAUGURAL AT1 NOTES OFFERING

Paragon BankingAnnouncement

29/01/2026 17:00

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RNS Number : 9833Q  Paragon Banking Group PLC  29 January 2026

RNS ANNOUNCEMENT

29 January 2026

PARAGON BANKING GROUP PLC

SUCCESSFUL PRICING OF INAUGURAL AT1 NOTES OFFERING
Paragon Banking Group PLC ("the Group" or "Paragon") today announces the successful pricing of its inaugural £150.0 million Fixed Rate Reset Perpetual Contingent Convertible notes (the "Notes").
The Notes will be issued on 5 February 2026, subject to the satisfaction of customary conditions precedent.

Nigel Terrington, Chief Executive, said:

"I'm delighted to announce the successful pricing of our first AT1. The issue demonstrates the market's confidence in our strategy, balance sheet and longer term ambitions.

The transaction generated exceptional demand, with orders of £1.85 billion at
final pricing, underscoring the strong market endorsement of the Paragon
brand. We are delighted by the depth of support and the confidence investors
continue to place in our business.

 

The capital diversification the issuance brings supports the continuation of our delivery of sustainable value for customers, shareholders and stakeholders, whilst also providing the Group with greater flexibility and optionality going forward."
AT1 issuance - key features

·    Total value £150.0 million

·    Optional early redemption date 5 February 2033 to 5 August 2033

·    Automatic conversion to ordinary shares if the Group's CET1 ratio
falls below 7.00%

·    Initial coupon 7.5% with a Reset Spread over Gilts of 319.8 basis
points

·    Interest payments cancellable at Group discretion

·    The Notes are expected to be rated "BB" by Fitch and "Ba2" by Moodys

·    An application has been made to admit the Notes to trading on the
International Securities Market of the London Stock Exchange

Barclays Bank PLC, Merrill Lynch International and UBS AG London Branch were
Joint Lead Managers for the issue.

Impacts

The Group recently reported its unverified capital ratios at 31 December 2025.
The CET1 ratio stood at 13.3% and the total capital ratio was 15.0%.

Had the AT1 issue taken place at 31 December 2025, the Group's CET1 ratio
would have been unchanged, but its Tier 1 ratio (previously the same as the
CET1 ratio) would have been 15.0%. The total capital ratio would have been
16.7%.

For financial reporting purposes, the coupon for the notes, as an equity item,
will be excluded from the Group's underlying operating income, however, the
after-tax effect will be reflected in underlying EPS and RoTE measures.

 

For further information, please contact:

 

 Paragon Banking Group PLC                  Headland
 Nigel Terrington, Chief Executive          Charlie Twigg

Richard Woodman, Chief Financial Officer

                                            paragon@headlandconsultancy.com
 Tel: 0121 712 2505                         Tel: 020 3805 4822

 

 

This announcement does not constitute an offer to sell or a solicitation of an
offer to buy the securities described herein, nor shall there be any sale of
these securities in any state or other jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.

 

IMPORTANT INFORMATION

 

The securities described herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not
be offered, sold or delivered 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.

 

This communication is being distributed to and is directed only at persons in
the United Kingdom having professional experience in matters relating to
investments, falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotions) Order 2005 (the "Order"), and persons
falling within Article 49(2) of the Order (all such persons together being
referred to as "relevant persons"). In the UK, this communication must not be
acted on or relied on by persons who are not relevant persons. In the UK, any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with such
persons.

 

MiFID II/UK MiFIR professionals and ECPs-only/No UK/EU PRIIPs KID/FCA CoCo
Restriction - the Notes are not intended to be, and must not be, offered, sold
or otherwise made available to retail clients (as defined in COBS 3.4) in the
UK or to any retail investors in the UK or the European Economic Area (the
"EEA"). No key information document (KID) required by Regulation (EU)
1286/2014 or that Regulation as it forms part of UK domestic law has been or
will be prepared in respect of the Notes, as the Notes are not available to
retail investors in the EEA or the UK.

 

This communication is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful. No action has been taken
that would permit an offering of securities or possession or distribution of
this announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required
to inform themselves about and to observe any such restrictions.

 

Credit ratings referred to in this communication should not be taken as
recommendations by a rating agency to buy, sell or hold Notes. They may be
revised, suspended or withdrawn at any time by the relevant rating agency.

 

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