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Liverpool Victoria Financial Services - Tender Offer - Launch

Liverpool Victoria Financial Services Limited announces Tender Offer for its £350,000,000 6.50 per cent. Fixed Rate Reset Subordinated Notes callable 2023 due 2043


17 APRIL 2023


Full announcement including disclaimers and offer restrictions available via Liverpool Victoria


"Liverpool Victoria Financial Services Limited (the Offeror) announces today an invitation to holders of its outstanding £350,000,000 6.50 per cent. Fixed Rate Reset Subordinated Notes callable 2023 due 2043 (ISIN: XS0935312057) (the Notes) to tender their Notes for purchase by the Offeror for cash (such invitation the Offer)."


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Summary of the Offer


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Rationale for the Offer


After evaluation of various factors, including the economic and regulatory merits, as well as the future redemption flexibility under the Notes, and taking into consideration the best interest of our members, the Offeror announced today that it has decided not to exercise its option to redeem the Notes on 22 May 2023 (the First Call Date).


In light of this decision, the purpose of the Offer is to provide a liquidity opportunity to holders of the Notes around the time of the First Call Date and to proactively manage the Offeror's outstanding subordinated debt liabilities to optimise its capital structure and improve its financial flexibility. In respect of a Noteholder’s nominal amount of Notes, the Offer provides Noteholders with a liquidity event at a tender purchase price in respect of such nominal amount that is [equal to] the par redemption price applicable at the First Call Date.


On the First Call Date, the coupon on the Notes that remain outstanding following the Offer will reset to the Reset Rate, being a rate equal to the applicable 5 Year Gilt Rate (to be determined in accordance with the terms and conditions of the Notes by reference to Bloomberg screen page "GUKG5" or its replacement) plus 563 basis points (comprising the Initial Margin of 463 basis points plus the Step Up Margin of 100 basis points). The Reset Rate is expected to be above the Notes’ current Fixed Interest Rate. Capitalised terms used in the above paragraphs which are not otherwise defined in this announcement have the meanings given to them in the terms and conditions of the Notes.


The Offeror intends to cancel all Notes purchased by it pursuant to the Offer."

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