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Tender Offer - Maximum Acceptance

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Vanquis launched tender offer for up to £60m of subordinated debt notes due 2032.

  • Maximum Acceptance Amount £60,000,000
  • Outstanding Notes £200,000,000
Full announcement

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On 23 September 2025, Vanquis Banking Group plc (the "Company") launched an invitation to holders of its outstanding £200,000,000 Fixed Rate Reset Subordinated Tier 2 Notes due 2032 (ISIN: XS2397348801) (the "Notes") to tender such Notes for purchase by the Company for cash up to a maximum aggregate principal amount of the Notes equal to the aggregate principal amount of New Notes issued (the "Maximum Acceptance Amount") (such invitation the "Offer"). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 23 September 2025 (the "Tender Offer Memorandum") and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to offer restrictions) available from the Tender Agent, whose contact details are set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

The Company today announces that, following the pricing of the New Notes, the indicative Maximum Acceptance Amount in relation to the Offer is £60,000,000. The Company reserves the right, in its sole and absolute discretion, to purchase more than the Maximum Acceptance Amount or to amend the Maximum Acceptance Amount, subject to applicable law and as further described in the Tender Offer Memorandum.

The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum. The final aggregate principal amount of the Notes accepted for purchase pursuant to, and subject to the terms and conditions of, the Offer will be announced in the results announcement.

Full details concerning the Offer are set out in the Tender Offer Memorandum.

Morgan Stanley & Co. International plc (Telephone: +44 (0) 20 7677 504; Email: liabilitymanagementeurope@morganstanley.com; Attention: Liability Management Team, Global Capital Markets) is acting as Sole Dealer Manager and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Email: vanquis@is.kroll.com; Attention: Scott Boswell; Website: https://deals.is.kroll.com/vanquis) is acting as Tender Agent.

Offer and Distribution Restrictions

United States

The Offer is 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 or to any U.S. Person (as defined in Regulation S of the Securities Act of 1933, as amended (the "Securities Act") (each a "U.S. Person")). 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 Offer 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 the Tender Offer Memorandum or this announcement and any other documents or materials relating to the Offer 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 a U.S. Person and the Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Persons. Any purported tender of Notes in the Offer 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, by a U.S. Person, by any person acting for the account or benefit of a U.S. Person or by 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.

Italy

United Kingdom

France

General

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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