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.
The
Co-operative Bank Holdings p.l.c.
18 September 2024
TENDER OFFER RESULTS
ANNOUNCEMENT
Further to its announcement dated 10
September 2024, The Co-operative Bank Holdings p.l.c. (the
Offeror) announces today
the results of its invitation to holders of its outstanding
£200,000,000 Fixed Rate Reset Callable Notes due 2025 (ISIN:
XS2263766078, such Notes originally issued by The Co-operative Bank
Finance p.l.c.) (the Notes)
to tender any and all of their Notes for purchase by the Offeror
for cash, subject to the satisfaction (or waiver) of the New Issue
Condition (such invitation, the Offer).
The Offer was made on the terms and
subject to the conditions contained in the tender offer memorandum
dated 10 September 2024 (the Tender Offer Memorandum) prepared by
the Offeror in connection with the Offer. Capitalised terms used
but not otherwise defined in this announcement shall have the
meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the
Offer was 4.00 p.m. (London time) on 17 September 2024. As at the
Expiration Deadline, the Offeror had received valid tenders of
£176,903,000 in aggregate nominal amount of the Notes for purchase
pursuant to the Offer.
The Offeror announces it will accept
for purchase all Notes validly tendered pursuant to the Offer.
Settlement of the issue of the New Notes will take place on 19
September 2024, and the New Issue Condition will be satisfied
following such settlement.
The Purchase Price the Offeror will
pay for those Notes validly tendered and accepted for purchase
pursuant to the Offer is 100.60 per cent. of their nominal amount,
and the Offeror will also pay an Accrued Interest Payment in
respect of such Notes.
Settlement of the purchase of the
relevant Notes pursuant to the Offer is expected to take place on
19 September 2024, after which £23,097,000 in aggregate nominal
amount of the Notes will remain outstanding.
Deutsche Bank AG, London Branch (Telephone: +44 20 7545 8011; Attention: Liability Management), Goldman Sachs
International (Telephone:
+44 20 7774 4836; Attention: Liability Management
Group; Email: liabilitymanagement.eu@gs.com) and
NatWest Markets
Plc (Telephone: +44 20 7678 5222;
Attention: Liability Management; Email:
NWMLiabilityManagement@natwestmarkets.com) are acting as Joint Dealer Managers for the Offer.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen Morris; Email:
co-op@is.kroll.com; Offer Website:
https://deals.is.kroll.com/co-op) is acting as Tender Agent for the
Offer.
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 Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by
Catherine Green, Company Secretary of the
Offeror.
LEI: 213800MY2BSP459O8A22
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/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.