Shawbrook Group PLC

Share Issue/Capital Change • Oct 17, 2022

National Storage Mechanism | Additional information

RNS Number : 1244D

Shawbrook Group PLC

17 October 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN OR INTO 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 AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES")) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

17 October 2022

Shawbrook Group plc (the "Offeror")

(incorporated with limited liability in England and Wales with Registered Number 07240248)

Legal Entity Identifier (LEI): 21380071539WSMTM4410

ANNOUNCES (I) THE RESULTS OF ITS INVITATION TO HOLDERS TO EXCHANGE £125,000,000 FIXED RATE RESET PERPETUAL ADDITIONAL TIER 1 WRITE DOWN CAPITAL SECURITIES (XS1731676794) ISSUED BY THE OFFEROR (THE "EXISTING SECURITIES") FOR NEW STERLING-DENOMINATED FIXED RATE RESET PERPETUAL ADDITIONAL TIER 1 WRITE DOWN CAPITAL SECURITIES (THE "NEW SECURITIES") TO BE ISSUED BY THE OFFEROR; (II) PRICING DETAILS IN RELATION TO THE NEW SECURITIES; (III) IT'S INTENTION NOT TO ISSUE ANY FURTHER NEW SECURITIES AND (IV) THE NEW ISSUE AMOUNT

Further to its announcement on 10 October 2022 (the "Launch Announcement"), the Offeror is today announcing the results of its invitation to Holders (subject to the Offer Restrictions set out in the Exchange Offer Memorandum referred to below) who are Eligible Persons to Offer to Exchange any and all of their outstanding Existing Securities for New Securities to be issued by the Offeror (the "Exchange Offer").

The Exchange Offer was made on the terms of and subject to the conditions contained in an exchange offer memorandum dated 10 October 2022 (the "Exchange Offer Memorandum").

The Offeror is also today announcing pricing details in relation to the New Securities and its decision not to issue any Further New Securities.

This announcement constitutes the "Pricing and Indicative Results Announcement" and "Results Announcement" described in the expected timetable set out in the Launch Announcement and the Exchange Offer Memorandum and the Offeror does not expect to make any further announcements in respect of the Exchange Offer.

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Exchange Offer Memorandum.

RESULTS OF THE EXCHANGE OFFER

The Exchange Offer expired at 4.00 p.m. (London time) on 14 October 2022.

The aggregate principal amount of Existing Securities validly Offered for Exchange pursuant to the Exchange Offer and accepted for exchange by the Offeror is £124,000,000.

The New Issue Amount is £124,000,000. The Minimum New Issue Size Condition has been satisfied.

CERTAIN DETAILS OF THE EXISTING SECURITIES

The Existing Securities accepted for exchange by the Offeror shall be exchanged for New Securities as further described below.

Certain Details of the Existing Securities							Exchange Consideration (per £1,000 in principal amount of Existing Securities)
Description of the Existing Securities	ISIN/Common Code	Aggregate principal amount of Existing Securities validly offered and accepted for exchange pursuant to the Exchange Offer	Aggregate principal amount of Existing Securities outstanding after the Settlement Date	Existing Securities First Reset Date1	Applicable Reset Margin	Reset Rate of Interest	Principal amount of New Securities	Accrued Interest Amount
Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities	XS1731676794/ 173167679	£124,000,000	£1,000,000	8 December 2022	7.099 per cent.	The sum of Benchmark Gilt Reset Reference Rate (as defined in the Existing Securities Conditions) plus 7.099 per cent. per annum2	£1,000	£29.693
1 The Offeror is entitled, subject to obtaining regulatory consent and to satisfaction of certain conditions, to redeem all, but not some only, of the Existing Securities on 8 December 2022 (the "Existing Securities First Reset Date") or any Existing Securities Reset Date (as defined in the Exchange Offer Memorandum) thereafter at their principal amount, together with any accrued and unpaid interest thereon (but excluding any interest that has been cancelled in accordance with the Existing Securities Conditions (as defined in the Exchange Offer Memorandum)) to (but excluding) the date fixed for redemption. However, the Offeror does not intend to exercise its option to redeem the Existing Securities on the Existing Securities First Reset Date and on such date the interest rate in respect of the Existing Securities will reset until the next Existing Securities Reset Date on 8 December 2027 at a rate which is the sum of the Benchmark Gilt Reset Reference Rate (as defined in the Existing Securities Conditions) in respect of such period plus the Benchmark Gilt Margin under the Existing Securities of 7.099 per cent. per annum. 2 On the Existing Securities First Reset Date, if not redeemed, the interest rate will reset until the next Existing Securities Reset Date on 8 December 2027 and the Existing Securities will bear interest at a rate which is the sum of the Benchmark Gilt Reset Reference Rate (as defined in the Existing Securities Conditions) in respect of such period plus the Benchmark Gilt Margin of 7.099 per cent. per annum (it being the case that the Mid-Swap Reset Reference Rate (as defined in the Existing Securities Conditions) is no longer available for such purpose). 3 Assumes that the Settlement Date is 24 October 2022.

PRICING AND CERTAIN DETAILS OF THE NEW SECURITIES

Pricing of the New Securities took place at or around 9.00 a.m. (London time) today. At the Pricing Time, the Initial New Securities Yield was determined to be 12.090 per cent. As such, the New Securities Initial Interest Rate applicable from, and including the Settlement Date to, but excluding, the First Reset Date shall be 12.103 per cent. per annum.

The table below identifies certain key characteristics of the New Securities to be issued by the Offeror pursuant to the Exchange Offer.

Certain Details of the New Securities
Description of the New Securities	ISIN/Common Code	Issue Price	New Issue Amount	First Reset Date	New Securities Initial Interest Rate	Reset Rate of Interest	Interest Payment Dates
Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities	XS2545760188/ 254576018	100 per cent.	£124,000,000	8 June 2028	12.103 per cent. per annum1	The sum of the Reset Reference Rate (as defined in the New Securities Conditions) plus the Margin, being 8.099 per cent.	8 June and 8 December in each year, commencing on 8 June 2023 (long first coupon)
1 The New Securities Initial Interest Rate will be applicable from, and including the Settlement Date to, but excluding, the First Reset Date. From, and including, the First Reset Date, the Reset Rate of Interest shall apply.

The New Securities will be in registered form in denominations of £200,000 and integral multiples of £1,000 in excess thereof.

The New Securities will be issued pursuant to the admission particulars to be dated on or around 20 October 2022 substantially on the terms set out in the form of the Preliminary Admission Particulars dated 10 October 2022 annexed to the Exchange Offer Memorandum. Application will be made to the London Stock Exchange for the New Securities to be admitted to trading on the London Stock Exchange's International Securities Market. Such admission is expected to occur on (or about) the Settlement Date.

Further details of the New Securities are set out in the Exchange Offer Memorandum.

Holders whose Existing Securities have not been accepted for exchange, or who did not participate in the Exchange Offer, will not be eligible to receive New Securities in exchange for such Existing Securities, will not be entitled to receive the Accrued Interest Amount, and will continue to hold such Existing Securities subject to their terms and conditions.

ACCRUED INTEREST AMOUNT

Holders who validly Offered to Exchange their Existing Securities at or prior to the Expiration Time and whose Offers to Exchange have been accepted will receive New Securities in an amount equal to the aggregate principal amount of such Existing Securities accepted for exchange.

Each such Holder will also receive the Accrued Interest Amount in respect of their Existing Securities so accepted for exchange.

SETTLEMENT DATE

The Settlement Date for the Exchange Offer, including (i) delivery of the New Securities in exchange for Existing Securities validly Offered for Exchange and accepted; and (ii) payment of the Accrued Interest Amount is expected to be on or around 24 October 2022.

For further information:

Investor Relations

Murray Long     

Head of Investor Relations

[email protected]

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