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The Co-operative Bank Holdings Limited - Tender Offer - Results

TENDER OFFER RESULTS ANNOUNCEMENT - (ISIN: XS1986325972)


14 NOVEMBER 2023


Full announcements, including disclaimers and Offer/Distribution restrictions available via Source: LondonSE


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"The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 17 November 2023. As at the Expiration Deadline, the Offeror had received valid tenders of £163,510,000 in aggregate nominal amount of the Notes for purchase pursuant to the Offer.


The Offeror announces that it has decided to set the Final Acceptance Amount at £163,510,000 and, therefore, 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 22 November 2023, 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 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 22 November 2023, after which £36,490,000 in aggregate nominal amount of the Notes will remain outstanding."


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THE CO-OPERATIVE BANK HOLDINGS LIMITED ANNOUNCES MAXIMUM ACCEPTANCE AMOUNT IN RESPECT OF ITS TENDER OFFER AND PRICING OF THE NEW NOTES - (ISIN: XS1986325972)


14 NOVEMBER 2023


Full announcements, including disclaimers and Offer/Distribution restrictions available via Source: LondonSE


...


"Further to the announcement dated 13 November 2023, The Co-operative Bank Holdings Limited (the Offeror) announces today (i) the Maximum Acceptance Amount in respect of its invitation to holders of its outstanding £200,000,000 9.500 per cent. Fixed Rate Reset Callable Subordinated Tier 2 Notes due 2029 (ISIN: XS1986325972, such Notes originally issued by The Co-operative Bank Finance p.l.c.) (the Notes) to tender their Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount (subject to the satisfaction (or waiver) of the New Issue Condition (such invitation, the Offer)); and (ii) the pricing of the New Notes (as defined below).


Maximum Acceptance Amount


The Maximum Acceptance Amount, which is the maximum aggregate nominal amount of Notes the Offeror proposes to accept for purchase pursuant to the Offer, has been set at £200,000,000 (although the Offeror reserves the right, in its sole and absolute discretion, to accept significantly less than (or none of) such amount for purchase pursuant to the Offer, as further described in the tender offer memorandum dated 13 November 2023 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offer).  The Offeror's purchase of any Notes validly tendered in the Offer is also subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Notes.


The Offer is being made on the terms and subject to the conditions contained in the Tender Offer Memorandum, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.


Pricing of the New Notes


The Offeror also announces that it has priced £200,000,000 in aggregate nominal amount of sterling denominated Fixed Rate Reset Callable Subordinated Tier 2 Notes due 2034 (the New Notes). The New Notes will pay an initial coupon of 11.75 per cent. per annum up to 22 May 2029 (being the Reset Date) and thereafter at the Reset Rate of Interest (as further described in the prospectus to be prepared by the Offeror in connection with the issue and listing of the New Notes (including any amendment or supplement thereto, the Prospectus)). Settlement of the New Notes is expected to take place on or about 22 November 2023 and an application will be made to the Financial Conduct Authority (the FCA) for the New Notes to be admitted to the official list of the FCA and to the London Stock Exchange for the New Notes to be admitted to trading on the London Stock Exchange's main market."


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The Co-operative Bank Holdings Limited - Tender Offer - to the holders of its outstanding £200,000,000 9.500 per cent. Fixed Rate Reset Callable Subordinated Tier 2 Notes due 2029 (ISIN: XS1986325972)


13 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via Source: LondonSE


"The Co-operative Bank Holdings Limited (the Offeror) announces today that it is inviting holders of its outstanding £200,000,000 9.500 per cent. Fixed Rate Reset Callable Subordinated Tier 2 Notes due 2029 (ISIN: XS1986325972, such Notes originally issued by The Co-operative Bank Finance p.l.c.) (the Notes) to tender their Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount and subject to the satisfaction (or waiver) of the New Issue Condition (such invitation, the Offer).


The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 13 November 2023 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offer and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.


Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.


Summary

The table below sets out certain information relevant to the Offer:



Rationale


Alongside the Offer, the Offeror has announced its intention to issue sterling denominated Fixed Rate Reset Callable Subordinated Tier 2 Notes due 2034 (the New Notes), subject to market conditions. The issue of the New Notes and the Offer are intended to maintain the capital structure and debt profile of the Offeror and illustrate the Offeror's proactive approach to capital management.


Notes purchased by the Offeror pursuant to the Offer are expected to be cancelled and will not be re-issued or re-sold."


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The Co-operative Bank Holdings Limited - Tender Offer - to the holders of its outstanding £200,000,000 9.500 per cent. Fixed Rate Reset Callable Subordinated Tier 2 Notes due 2029 (ISIN: XS1986325972)


13 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via Source: Kroll and LondonSE


"Invitation by


The Co-operative Bank Holdings Limited


to the holders of its outstanding

£200,000,000 9.500 per cent. Fixed Rate Reset Callable Subordinated Tier 2 Notes due 2029 (ISIN: XS1986325972)

to tender such Notes for purchase for cash up to the Maximum Acceptance Amount


Expiration Deadline: 4.00 p.m. London time on 17 November 2023"


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***More Details to follow***

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