Tender Offer - Indicative Results

BUPA Finance PLC

18 November 2025

 

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 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 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.

BUPA FINANCE PLC ANNOUNCES INDICATIVE RESULTS OF TENDER FOR ITS £400,000,000 5.000 PER CENT. FIXED RATE SUBORDINATED NOTES DUE 2026 AND ITS £300,000,000 1.750 PER CENT. NOTES DUE 2027

18 November 2025. Bupa Finance plc (the Offeror) announces today the indicative results of its separate invitations to holders of its outstanding (i) £400,000,000 5.000 per cent. Fixed Rate Subordinated Notes due 2026 (ISIN: XS1529103712) (the 2026 Notes); and (ii) £300,000,000 1.750 per cent. Notes due 2027 (ISIN: XS2183141717) guaranteed by The British United Provident Association Limited (the 2027 Notes and, together with the 2026 Notes, the Notes and each a Series) to tender such Notes for purchase by the Offeror for cash, in each case subject to the satisfaction (or waiver) of the New Financing Condition and the other conditions described in the Tender Offer Memorandum (each such invitation an Offer, and together, the Offers).

The Offers were announced on 10 November 2025 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 10 November 2025 (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.

Expiration Deadline

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 17 November 2025.

As at the Expiration Deadline, the Offeror had received valid tenders for purchase pursuant to the Offers of (i) £292,336,000 in aggregate nominal amount of the 2026 Notes; and (ii) £130,816,000 in aggregate nominal amount of the 2027 Notes.

Expected Series Acceptance Amounts and Applicable Scaling Factor

If the Offeror decides to accept (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) Notes for purchase pursuant to the relevant Offer(s), the approximate level at which it expects to set the Final Acceptance Amount is £400,000,000. Accordingly, the approximate levels at which the Offeror expects to set each Series Acceptance Amount and applicable Scaling Factor will be as follows:

Series	Aggregate nominal amount tendered	Expected Series Acceptance Amount	Expected Scaling Factor
2026 Notes	£292,336,000	£292,336,000	Not Applicable
2027 Notes	£130,816,000	£107,664,000	82.954 per cent,

Noteholders should note that this is a non-binding indication of the approximate levels at which the Offeror expects to set each Series Acceptance Amount and applicable Scaling Factor.

Pricing for the Offers will take place at around 11.00 a.m. (London time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Offeror will announce whether it will accept (subject to satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) any valid tenders of Notes 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 and (if applicable) details of any pro rata scaling that will be applied to either Series.

Subject to the satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 20 November 2025.

Banco Bilbao Vizcaya Argentaria, S.A. (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]); Barclays Bank PLC (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]); Citigroup Global Markets Limited (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]); NatWest Markets Plc (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]); and Standard Chartered Bank (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]) acted as Dealer Managers for the Offers.

Kroll Issuer Services (Telephone: [phone]; Attention: Scott Boswell; Email: [e-mail]; Offer Website: https://deals.is.kroll.com/bupa) acted as Tender Agent for the Offers.

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 Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Tracey Crosier, Director of Group Corporate Governance at the Offeror.

Offeror LEI: ZIMCVQHUFZ8GVHENP290.

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 the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum 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.

 

END