REG - Sancus Lending Group - Preference Share Amendment & Bond Subscription

Sancus LendingAnnouncement

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RNS Number : 2144X  Sancus Lending Group Limited  19 March 2026

Sancus Lending Group Limited

("Sancus" the "Company" or the "Group")

 

Amendment of Preference Share Terms,

Bond Subscription

and

Related Party Transactions

 

Sancus Lending Group Limited (AIM: LEND) announces that it has agreed
amendments to the terms of the redeemable preference shares of its wholly
owned subsidiary, Sancus Loans Limited ("SLL"), held by Somerston Fintech
Limited ("Somerston") and, alongside those amendments, that Somerston has
agreed to subscribe for £750,000 of its existing bond instrument (the "Bond
Subscription").

 

Amendment of Preference Share Terms

 

The amendments comprise a re‑papering of the existing redeemable preference
shares of SLL (the "Preference Shares") and include the following principal
terms:

·      the extension of the redemption date of the Preference Shares
from 23 November 2026 to 11 February 2031, closer aligning their maturity with
SLL's senior funding facility;

·      the redesignation of 8,000,000 Preference Shares as
euro‑denominated redeemable preference shares (the "Euro Preference Shares")
and 3,050,000 Preference Shares as sterling‑denominated redeemable
preference shares (the "Sterling Preference Shares");

·      the redenomination of the Euro Preference Shares into euros at an
appropriate spot exchange rate;

·      the amendment of the coupon on the Preference Shares from a fixed
rate of 15 per cent. per annum to a floating rate, such that:

o  the Sterling Preference Shares will carry a coupon of SONIA plus 10.5 per
cent. per annum; accruing daily, compounding quarterly and payable on
redemption; and

o  the Euro Preference Shares will carry a coupon of EURIBOR plus 10.5 per
cent. per annum,

accruing daily, compounding quarterly and payable on redemption.

 

The above amendments have been approved by the board of SLL, with class
consent from the holder of the Preference Shares.

 

Bond Subscription by Somerston

 

In addition, the Company announces that, alongside the re‑papering of the
Preference Shares, Somerston will subscribe for £750,000 of its existing bond
instrument, on the same terms as previous issuances of that instrument. The
proceeds of the subscription will provide the Group with additional working
capital flexibility.

 

Related Party Transactions

 

Somerston, a member of Somerston Group Limited, is a related party of the
Company for the purposes of the AIM Rules for Companies ("AIM Rules").
Somerston is the holder of the redeemable preference shares of SLL, and the
proposed amendments to the terms of those preference shares, together with the
subscription by Somerston for £750,000 of the Company's existing bond
instrument,  constitute related party transactions under AIM Rule 13, in
respect of which the independent directors of the Company, having consulted
with the Company's nominated adviser, Shore Capital and Corporate Limited,
consider the terms to be fair and reasonable insofar as shareholders of the
Company are concerned.

 

For further information, please contact:

 

 Sancus Lending Group Limited                  +44 (0)1481 708280

 Rory Mepham, Chief Executive Officer

 Keith Lawrence, Chief Financial Officer
 Shore Capital (Nominated Adviser and Broker)  +44 (0)20 7408 4050

 Tom Griffiths

 Oliver Jackson

 George Payne

 Ansh Batura

 Redwood Co Sec Limited                        +44 (0)1481 701950

 Charlotte Sanders

 Gwen Norman

 

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