REG - Shawbrook Group PLC - Tender Offer Results Announcement

ShawbrookAnnouncement

06/05/2026 10:30

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RNS Number : 2399D  Shawbrook Group PLC  06 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 DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT)) (U.S. PERSON) OR IN OR INTO 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) (THE UNITED
STATES) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

 

Shawbrook Group plc

6 May 2026

 

TENDER OFFER RESULTS ANNOUNCEMENT

Further to its announcement dated 27 April 2026, Shawbrook Group plc (the
Offeror) announces today the results of its invitation to holders of its
outstanding £124,000,000 Fixed Rate Reset Perpetual Additional Tier 1 Write
Down Capital Securities (ISIN: XS2545760188) (the Securities) to tender any
and all of their Securities for purchase by the Offeror for cash, subject to
the satisfaction (or waiver) of the New Issue Condition (such invitation, the
Offer).

The Offer was made on the terms and subject to the conditions contained in the
tender offer memorandum dated 27 April 2026 (the Tender Offer Memorandum)
prepared by the Offeror in connection with the Offer. Capitalised terms used
but not otherwise defined in this announcement shall 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 5 May
2026. As at the Expiration Deadline, the Offeror had received valid tenders of
£104,869,000 in aggregate nominal amount of the Securities pursuant to the
Offer.

The Offeror announces it will accept for purchase all Securities validly
tendered pursuant to the Offer.

Settlement of the issue of the New Securities will take place on 6 May 2026,
and the New Issue Condition will be satisfied following such settlement.

The Purchase Price the Offeror will pay for Securities validly tendered and
accepted for purchase pursuant to the Offer is a cash purchase price equal to
108.00 per cent. of their principal amount, and the Offeror will also pay an
Accrued Interest Payment in respect of such Securities.

Settlement of the purchase of the relevant Securities pursuant to the Offer is
expected to take place on 8 May 2026 after which £19,131,000 in aggregate
nominal amount of the Securities will remain outstanding.

Following redemption of the Securities tendered on 8 May 2026, application
will be made for the admission of such redeemed Securities to trading on the
International Securities Market of the London Stock Exchange plc to be
cancelled.

The Dealer Managers for the Offer are:

Barclays Bank PLC (Telephone: +44 (0) 20 3134 8515; Attention: Liability
Management Group; Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com) )

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

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

The Tender Agent for the Offer is:

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen
Morris; Email: shawbrook@is.kroll.com (mailto:shawbrook@is.kroll.com) ; Offer
Website: https://deals.is.kroll.com/shawbrook
(https://deals.is.kroll.com/shawbrook) )

LEI: 21380071539WSMTM4410

DISCLAIMER 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 Dealer Managers
and the Tender Agent to inform themselves about, and to observe, any such
restrictions.

This announcement may contain inside information as defined in 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 (UK MAR) and is
disclosed in accordance with the Offeror's obligations under Article 17 of UK
MAR. Upon the publication of this announcement via Regulatory Information
Service, this inside information is now considered to be in the public domain.

For the purposes of UK MAR, this announcement is made by Andy Nicholson, Group
Company Secretary.

 

 

 

 

 

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