Tender Offer Final Results
Vanquis Banking Group plc has announced the final results of its tender offer for its £200,000,000 Fixed Rate Reset Subordinated Tier 2 Notes due 2032, accepting £100,000,000 of validly tendered notes for purchase in cash at 101.80 per cent. of their principal amount. The offer, which expired on 21 May 2026, saw £134,620,000 aggregate principal amount tendered, resulting in a pro-ration factor of 74.029%. Following the settlement on 26 May 2026, £41,536,000 of these notes will remain outstanding, and all repurchased notes will be cancelled.
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On 14 May 2026, 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 (such invitation the "Offer"). The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 14 May 2026 (the "Tender Offer Memorandum") and was subject to the offer restrictions more fully described in the Tender Offer Memorandum. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
On 14 May 2026, the Company announced that the indicative Maximum Acceptance Amount in relation to the Offer is £100,000,000. On 21 May 2026, the settlement of the issue of the New Notes took place and the Company confirms that the New Financing Condition is satisfied. The Company today announces that it intends to accept validly tendered Notes pursuant to the Offer for purchase in cash in an aggregate principal amount equal to £100,000,000 as set out in the table below. The final Maximum Acceptance Amount is £100,000,000.
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 21 May 2026. The final results of the Offer as at the Expiration Deadline are as follows:
| Description of Notes | Optional Redemption Date of the Notes | Outstanding Principal Amount (prior to completion of the Offer) | Purchase Price | Aggregate Principal Amount Tendered | Pro-ration factor (if any and subject to adjustments, as applicable) | Aggregate Principal Amount of Notes accepted for purchase by the Company |
|---|---|---|---|---|---|---|
| £200,000,000 Fixed Rate Reset Subordinated Tier 2 Notes due 2032 | Any day from (and including) 13 October 2026 to (and including) 13 January 2027 | £141,536,000 | 101.80 per cent. | £134,620,000 | 74.029% | £100,000,000 |
The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum.
The expected Tender Offer Settlement Date is 26 May 2026, after which £41,536,000 in aggregate principal amount of Notes will remain outstanding.
All Notes repurchased pursuant to the Offer will be cancelled.
Full details concerning the Offer are set out in the Tender Offer Memorandum.
Morgan Stanley & Co. International plc (Telephone: +44 (0) 20 7677 5040; Email: liabilitymanagementeurope@morganstanley.com; Attention: Attention: Liability Management Team, Global Capital Markets) is acting as Sole Dealer Manager. Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Email: vanquis@is.kroll.com; Attention: Owen Morris; Website: https://deals.is.kroll.com/vanquis) is acting as Tender Agent.
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 DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") ("UK MAR").
FOR THE PURPOSES OF UK MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA, THIS ANNOUNCEMENT IS MADE BY DAVID WATTS, DIRECTOR OF VANQUIS BANKING GROUP PLC.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.