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).
- Offeror LEI: 213800ZBKL9BHSL2K459
- 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.
