2028 Notes Pricing and Results of Tender Offers

Coventry Building Society

26 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 UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED, THE EUWA).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT 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 (THE SECURITIES ACT)) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Coventry Building Society
26 May 2026

COVENTRY BUILDING SOCIETY ANNOUNCES
2028 NOTES PRICING AND RESULTS OF TENDER OFFERS

Further to its announcement dated 18 May 2026, Coventry Building Society (the Offeror) announces today the results of its invitations to holders of the outstanding (a) £400,000,000 7.000 per cent. Senior Non-Preferred Fixed Rate Reset Notes due 2027 (XS2704925846) issued by the Offeror (the 2027 Notes) and (b) £200,000,000 Fixed Rate Reset Callable Notes due 2028 (XS2606337082) issued by The Co-operative Bank Holdings p.l.c.^[1] (Co-op Bank Holdings) (the 2028 Notes, and together with the 2027 Notes, the Notes) to tender any and all such Notes for purchase by the Offeror for cash subject to the satisfaction (or waiver) of the conditions described in the Tender Offer Memorandum (each such invitation an Offer, and, together, the Offers).

The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 18 May 2026 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offers. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

Results

The Expiration Deadline for each Offer was 4.00 p.m. (London time) on 22 May 2026. As at the Expiration Deadline, (i) £322,332,000 in aggregate nominal amount of 2027 Notes was validly tendered for purchase pursuant to the 2027 Notes Offer and (ii) £198,035,000 in aggregate nominal amount of 2028 Notes was validly tendered for purchase pursuant to the 2028 Notes Offer.

The Offeror hereby announces that it will accept for purchase all Notes validly tendered pursuant to the Offers in full, with no pro rata scaling.

In addition, in respect of the 2028 Notes Offer only, the Offeror hereby nominates Co-op Bank Holdings to acquire the 2028 Notes validly tendered and accepted for purchase.

2027 Notes Purchase Price

As set out in the Tender Offer Memorandum, the 2027 Notes Purchase Price to be paid on the Settlement Date for 2027 Notes validly tendered and accepted for purchase pursuant to the 2027 Notes Offer is a cash purchase price equal to 101.125 per cent. of their nominal amount.

2028 Notes Purchase Price

Pricing for the 2028 Notes took place at or around 10:00 am (London time) today. The 2028 Notes Purchase Price to be paid on the Settlement Date for 2028 Notes validly tendered and accepted for purchase pursuant to the 2028 Notes Offer is a cash purchase price equal to 104.993 per cent. of their nominal amount.

A summary of the pricing for the 2028 Notes Offer is set out below:

2028 Notes Benchmark Security	2028 Notes Purchase Spread	2028 Notes Benchmark Security Rate	2028 Notes Purchase Yield	2028 Notes Purchase Price
UKT 3 ¾ 7th March 2027 (GB00BPSNB460)	15 bps	4.139 per cent.	4.289 per cent.	104.993 per cent.

Accrued Interest Payment

Noteholders will also receive, on the Settlement Date, the relevant Accrued Interest Payment in respect of Notes validly tendered and accepted for purchase pursuant to an Offer.

General

Settlement of the purchase of the Notes pursuant to the Offers is expected to take place on 28 May 2026.

Notes purchased by, or on behalf of, the Offeror pursuant to the Offers will be cancelled and will not be re-issued or re-sold. Following such cancellation, (i) £77,668,000 in aggregate nominal amount of the 2027 Notes will remain outstanding and (ii) £1,965,000 in aggregate nominal amount of the 2028 Notes will remain outstanding (see "2028 Notes Clean-up Call intention" below).

2028 Notes Clean-up Call intention

Pursuant to the terms and conditions of the 2028 Notes, 75 per cent. or more of the outstanding nominal amount of the 2028 Notes originally issued will have been purchased and subsequently cancelled on the Settlement Date, Co-op Bank Holdings intends to exercise the 2028 Notes Clean-up Call (as further described in the Tender Offer Memorandum) in respect of the remaining outstanding 2028 Notes which have not been validly tendered and accepted for purchase by, or on behalf of, the Offeror pursuant to the 2028 Notes Offer, notice in respect of which will be given pursuant to and in accordance with the terms and conditions of the 2028 Notes.

Goldman Sachs International (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]

NatWest Markets Plc (Telephone: [phone]; Attention: Liability Management; Email: [e-mail])

Kroll Issuer Services Limited (Telephone: [phone]; Attention: Owen Morris; Email: [e-mail]

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 Catherine Green, Society Secretary of the Offeror.

LEI: 2138004G59FXEAZ6IO10

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

---

[1] The 2028 Notes were originally issued by The Co-operative Bank Finance p.l.c. and, pursuant to the terms of a supplemental trust deed dated 2 November 2023 between The Co-operative Bank Finance p.l.c., Co-op Bank Holdings and Law Debenture Trustees Limited, Co-op Bank Holdings was substituted in place of The Co-operative Bank Finance p.l.c. as issuer and principal debtor in respect of the 2028 Notes.

 

END