Final Results of Tender Offer

Investec Bank PLC

18 February 2025

 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" IN THE TENDER OFFER MEMORANDUM (AS DEFINED BELOW))

FINAL RESULTS ANNOUNCEMENT

Investec Bank plc announces final results of its Tender Offer for its
€300,000,000 1.25 per cent. Callable Fixed Rate Resettable Senior Notes due 2026 and its €300,000,000 0.500 per cent. Callable Fixed Rate Resettable Senior Notes due 2027

18 February 2025. Investec Bank plc (the "Company") announces herein the final results of its invitations to holders of its €300,000,000 1.25 per cent. Callable Fixed Rate Resettable Senior Notes due 2026 (ISIN: XS2438619343) (the "2026 Notes") and its €300,000,000 0.500 per cent. Callable Fixed Rate Resettable Senior Notes due 2027 (ISIN: XS2296207116) (the "2027 Notes" and, together with the 2026 Notes, the "Notes") to tender any and all of their outstanding Notes for purchase by the Company for cash (each such invitation an "Offer" and, together, the "Offers").

The Offers were made on the terms and subject to the conditions (including, without limitation, the New Financing Condition) contained in a tender offer memorandum dated 10 February 2025 (the "Tender Offer Memorandum") prepared by the Company, and were subject to the offer restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Final Results of the Offers

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 17 February 2025. As at the Expiration Deadline, €161,935,000 in aggregate principal amount of the 2026 Notes had been validly tendered and accepted for purchase and €142,705,000 in aggregate principal amount of the 2027 Notes had been validly tendered and accepted for purchase pursuant to the Offers.

The Company announces that, conditional upon satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, it has set the Final Acceptance Amount at €304,640,000.

A summary of the final results of the Offers appears below:

Description of the Notes	ISIN	Benchmark Rate	Purchase Spread	Purchase Yield	Purchase Price	Aggregate principal amount of Notes tendered and accepted for purchase	Outstanding principal amount of Notes (after the Settlement Date)
€300,000,000 1.25 per cent. Callable Fixed Rate Resettable Senior Notes due 2026	XS2438619343	N/A	N/A	N/A	99.300 per cent.	€161,935,000	€138,065,000
€300,000,000 0.500 per cent. Callable Fixed Rate Resettable Senior Notes due 2027	XS2296207116	2.356 per cent.	+40bps	2.756 per cent.	97.822 per cent.	€142,705,000	€157,295,000

Subject to the satisfaction or waiver of the New Financing Condition on or prior to such date, settlement of the purchase of the relevant Notes pursuant to the Offers is expected to take place on 20 February 2025.

Any Notes acquired by the Company pursuant to the Offers will be cancelled and will not be re-issued or re-sold. Notes which have not been validly tendered and accepted for purchase pursuant to the Offers will remain outstanding after the Settlement Date.

Dealer Managers
Banco Santander, S.A. Ciudad Grupo Santander Edificio Encinar Avenida de Cantabria s/n 28660, Boadilla del Monte Madrid, Spain Email: [e-mail]   Attention: Liability Management	HSBC Bank plc 8 Canada Square London E14 5HQ Telephone: [phone] Email: [e-mail] Attention: Liability Management, DCM
Merrill Lynch International 2 King Edward Street London EC1A 1HQ Telephone: [phone] Email: [e-mail] Attention: Liability Management Group
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.
The Tender Agent Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG Attention: Owen Morris / Scott Boswell Telephone: [phone] Email: [e-mail] Website: https://deals.is.kroll.com/investec

This announcement is released by Investec Bank plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) 596/2014 ("MAR"), as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("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 FCA in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by David Miller, Company Secretary at Investec Bank plc.

DISCLAIMER: The offer period for the Offers has now expired. No further tenders of any Existing Notes may be made pursuant to the Offers. 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 come(s) are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

LEI: 84S0VF8TSMH0T6D4K848

 

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