OSB GROUP PLC Announces Cash Tender Offers for its £300,000,000 Fixed Rate Resetting Notes due 7 September 2028 and £400,000,000 Fixed Rate Resetting Notes due 16 January 2030
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OSB GROUP PLC Announces Cash Tender Offers for its £300,000,000 Fixed Rate Resetting Notes due 7 September 2028 and £400,000,000 Fixed Rate Resetting Notes due 16 January 2030
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 (the 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 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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
5 November 2026. OSB GROUP PLC (the Offeror) announces today separate invitations to holders of its outstanding: (i) £300,000,000 Fixed Rate Resetting Notes due 7 September 2028 (ISIN: XS2642668821) (the 2028 Notes); and (ii) £400,000,000 Fixed Rate Resetting Notes due 16 January 2030 (ISIN: XS2747270986) (the 2030 Notes and, together with the 2028 Notes, the Notes and each a Series) to tender their Notes for purchase by the Offeror for cash (each such invitation, an Offer, and together, the Offers).
The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 5 November 2026 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offers, and are subject to the offer restrictions set out below, as more fully described in the Tender Offer Memorandum. For detailed terms of the Offers, please refer to the Tender Offer Memorandum, copies of which are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offers
A summary of certain of the terms of the Offers appears below:
| Description of the Notes | ISIN / Common Code | Outstanding Aggregate Principal Amount | Optional Par Redemption Date | Coupon | Relevant Benchmark Security | Purchase Spread | Maximum Acceptance Amount | |
| 2028 Notes | XS2642668821 / 264266882 | £300,000,000 | 7 September 2027 | 9.500 per cent. per annum* | 1.250 per cent. UK Treasury Gilt due 22 July 2027 (ISIN: GB00BDRHNP05) | 80 bps | An aggregate principal amount of up to £500,000,000 of the Notes across both Series, as further described in the Tender Offer Memorandum | |
| 2030 Notes | XS2747270986 / 274727098 | £400,000,000 | 16 January 2029 | 8.875 per cent. per annum** | 0.500 per cent. UK Treasury Gilt due 31 January 2029 (ISIN: GB00BLPK7227) | 105 bps | ||
| * Up to (but excluding) the 2028 Notes First Reset Date (being 7 September 2027). ** Up to (but excluding) the 2030 Notes First Reset Date (being 16 January 2029). | ||||||||
Rationale for the Offers
From 1 January 2026, the Bank of England’s preferred resolution strategy for the Offeror and its consolidated subsidiaries (the Group) changed to Transfer. The Group’s minimum requirement for own funds and eligible liabilities (MREL) is equal to its minimum capital requirements, defined as the sum of Pillar 1 and Pillar 2A, as set by the Prudential Regulation Authority.
Following the change in resolution strategy, the Notes are no longer required to meet the Group’s current MREL requirement. As a result, the Offers are intended to proactively repurchase the Notes ahead of their scheduled redemption.
Notes purchased by the Offeror pursuant to the Offers will be cancelled and will not be re-issued or resold.
Details of the Offers
Purchase Prices and Accrued Interest Payments
In respect of each Series, the Offeror will, on the Settlement Date, pay for Notes of the relevant Series validly tendered and accepted for purchase by it pursuant to the relevant Offer, a cash purchase price for such Notes (in respect of each series, a Purchase Price) to be determined at or around 11.00 a.m. (London time) (the Pricing Time) on 13 November 2026 (the Pricing Date) (subject to the right of the Offeror to amend such time and date and extend, re-open, amend and/or terminate either Offer in the manner described in the Tender Offer Memorandum) by reference to the sum (each such sum, a Purchase Yield) of (i) the relevant Purchase Spread specified in the table above; and (ii) the relevant Benchmark Security Rate.
Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the aggregate principal amount of the Notes of the relevant Series accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect: (a) in the case of the 2028 Notes, a yield to 7 September 2027, being the optional par redemption date in respect of the 2028 Notes; and (b) in the case of the 2030 Notes, a yield to 16 January 2029, being the optional par redemption date in respect of the 2030 Notes, in each case on the Settlement Date based on the relevant Purchase Yield. Specifically, each Purchase Price will equal (a) the value of all remaining payments of principal and interest on the relevant Notes up to and including (i) in the case of the 2028 Notes, 7 September 2027, or (ii) in the case of the 2030 Notes, 16 January 2029 (in each case assuming for such purposes that the relevant Notes were redeemed in full at their principal amount on such date), discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) Accrued Interest in respect of the relevant Series.
The determination of each Purchase Price will, absent manifest error, be conclusive and binding on the Offeror and the Holders.
The Offeror will, on the Settlement Date, also pay an Accrued Interest Payment in respect of any Notes accepted for purchase by it pursuant to the relevant Offer(s).
Maximum Acceptance Amount and Final Acceptance Amount
If the Offeror decides to accept any validly tendered Notes for purchase pursuant to the Offers, the Offeror proposes that the aggregate principal amount of Notes across both Series it will accept for purchase pursuant to the Offers will be no greater than £500,000,000 (subject to the right of the Offeror to increase or decrease such amount, the Maximum Acceptance Amount), although the Offeror reserves the right, in its sole and absolute discretion, to accept significantly more or significantly less than (or none of) such amount for purchase pursuant to the relevant Offer(s) (the final aggregate principal amount of Notes across both Series accepted for purchase pursuant to the Offers being the Final Acceptance Amount).
The Offeror will determine the allocation of the Final Acceptance Amount between the 2028 Notes and the 2030 Notes in its sole and absolute discretion, and reserves the right to accept significantly more or significantly less than (or none of) the Notes of one Series as compared to the other Series (the final aggregate principal amount of each Series (if any) accepted for purchase pursuant to the relevant Offer being, in respect of each Series, a Series Acceptance Amount). For the avoidance of doubt, the Offeror reserves the right to accept, in its sole and absolute discretion, only the 2028 Notes or only the 2030 Notes for purchase pursuant to the relevant Offer.
Scaling
If the Offeror decides to accept any validly tendered Notes of a Series for purchase pursuant to the relevant Offer and the aggregate principal amount of Notes of such Series validly tendered for purchase pursuant to the relevant Offer is greater than the relevant Series Acceptance Amount, the Offeror intends to accept the Notes of such Series for purchase on a pro-rata basis such that the aggregate principal amount of Notes of such Series accepted for purchase pursuant to the relevant Offer is no greater than such Series Acceptance Amount. See the Tender Offer Memorandum for further information.
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase Price and relevant Accrued Interest Payment pursuant to, the relevant Offer, Holders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 12 November 2026 unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum principal amount of Notes of the relevant Series of no less than £100,000 (being the minimum denomination in respect of each Series), and may be submitted in integral multiples of £1,000 thereafter.
A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series.
Indicative timetable for the Offers
The anticipated transaction timetable is summarised below. These times and dates are indicative only and subject to change:
| Events | Times and Dates (All times are London time) |
| Commencement of the Offers Announcement of Offers. Tender Offer Memorandum available from the Tender Agent (subject to the restrictions set out in “Offer and Distribution Restrictions” below). | 5 November 2026 |
| Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Holders to be able to participate in the Offers. | 4.00 p.m. on 12 November 2026 |
| Announcement of Indicative Results Announcement by the Offeror of the aggregate principal amount of Notes of each Series validly tendered pursuant to the Offers, together with a non-binding indication of the level at which it expects to set the Final Acceptance Amount, each Series Acceptance Amount and (if applicable) indicative details of any pro-rata scaling that will apply to valid tenders of Notes of either or both Series (as applicable) in the event that the Offeror decides to accept valid tenders of such Notes for purchase pursuant to the relevant Offer(s). | Prior to the Pricing Time on 13 November 2026 |
| Pricing Time Determination of each Benchmark Security Rate, each Purchase Yield and each Purchase Price. | At or around 11.00 a.m. on 13 November 2026 |
| Announcement of Final Results and Pricing Announcement by the Offeror of whether it will accept for purchase Notes validly tendered pursuant to either or both of the Offers and, if so accepted, the Final Acceptance Amount, each Series Acceptance Amount, each Benchmark Security Rate, each Purchase Yield, each Purchase Price, (if applicable) details of any pro-rata scaling that will be applied to valid tenders of the Notes of either or both Series (as applicable) and the aggregate principal amount of each Series that will remain outstanding after the Settlement Date. | As soon as reasonably practicable after the Pricing Time on 13 November 2026 |
| Settlement Date Expected Settlement Date for the Offer. | 16 November 2026 |
The Offeror may, in its sole and absolute discretion, extend, re-open, amend, waive any condition of or terminate either Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are indicative only and subject to the right of the Offeror to so extend, re-open, amend, waive any condition of and/or terminate either Offer (subject to applicable law and as provided in the Tender Offer Memorandum).
Holders are advised to check with any bank, securities broker, custodian or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offers will be made by or on behalf of the Offeror by (i) publication through RNS (https://www.londonstockexchange.com/news) and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made (a) on the Informa IGM Screen Insider service and/or (b) by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. In addition, Holders may contact the Dealer Managers for information using the contact details below.
Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.
Jefferies International Limited and Morgan Stanley & Co. International plc are acting as the Dealer Managers for the Offers and Kroll Issuer Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers:
Jefferies International Limited (Attention: Liability Management EMEA; Telephone: +44 20 7029 8000; Email: liabilitymanagement@jefferies.com) and Morgan Stanley & Co. International plc (Attention: Liability Management Team, Global Capital Markest; Telephone: +44 20 7425 5695; Email: liabilitymanagementeurope@morganstanley.com).
Questions and requests for assistance in connection with the procedures for participating in the Offers, including the delivery of Tender Instructions, may be directed to the Tender Agent:
Kroll Issuer Services Limited (Attention: Owen Morris; Telephone: +44 20 7704 0880; Email: osb@is.kroll.com; Offer Website: https://deals.is.kroll.com/osb).
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 Offers described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Jason Elphick, Group General Counsel and Company Secretary.
Offeror LEI: 213800ZBKL9BHSL2K459
DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Holder is in any doubt as to the contents of this announcement and/or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, accounting, regulatory and/or legal advice, including in respect of any financial or tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Notes pursuant to either of the Offers. The Dealer Managers are acting exclusively for the Offeror and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and will not be responsible to any Holder for providing the protections which would be afforded to customers of the Dealer Managers or for advising any other person in connection with the Offers. None of the Offeror, the Dealer Managers or the Tender Agent or any director, officer, employee, agent or affiliate of any such person has made or will make any assessment of the merits and risks of either Offer or of the impact of either Offer on the interests of the Holders either as a class or as individuals, and none of them makes any recommendation as to whether Holders should tender Notes pursuant to an Offer. None of the Offeror, the Dealer Managers or the Tender Agent (or any of their respective directors, officers, employees, agents or affiliates) is providing Holders with any legal, business, tax or other advice in this announcement and/or the Tender Offer Memorandum. Holders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes for cash.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in an Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitations or for there to be such participation under applicable securities laws. The distribution of this announcement, the Tender Offer Memorandum and/or any other materials relating to the Offers 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 Offers come are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or a solicitation of an offer to sell Notes (and tenders of Notes in the relevant Offer(s) will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
United States
The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States, and the Notes cannot be tendered in the Offers by any use, means, instrumentality or facility from or within or by persons located or resident in the United States. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each Holder participating in an Offer will represent that it is not located in the United States and it is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, United States means 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.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers are being distributed to, and such documents and/or materials must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order)), or persons who are within Article 43 of the Financial Promotion Order (which includes an existing creditor of the Offeror and, therefore, includes the Holders) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
Italy
None of the Offers, this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each Offer is being carried out in the Republic of Italy (Italy) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy may tender their Notes in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, the Bank of Italy or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offers.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France. This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended. Neither this announcement nor the Tender Offer Memorandum has been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Belgium
The Offers are not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of Article I.1, 2° of the Belgian Code of Economic Law, as amended from time to time (a Belgian Consumer) and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been nor shall be distributed, directly or indirectly, in Belgium to Belgian Consumers.
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