TIDMCBG
RNS Number : 1135V
Close Brothers Group PLC
29 November 2023
Press Release
Close Brothers Group plc issues inaugural Perpetual Additional Tier
1 securities
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29 November 2023
Close Brothers Group plc ("the group" or "Close Brothers") has
successfully issued its inaugural Fixed Rate Resetting Additional
Tier 1 Perpetual Subordinated Contingent Convertible Securities in
a GBP200 million transaction, which attracted GBP1.48 billion of
interest from institutional investors and private banks in the UK,
Europe, North America and Asia.
In line with the group's capital management framework and
strategy, the transaction optimises our capital structure and
provides further flexibility to grow the business. The issuance
strengthened the group's Total capital ratio by c.200bps to 16.6%
on a pro-forma basis as at 31 October 2023(1) .
The securities carry a coupon of 11.125%, payable semi-annually
on 29 May and 29 November of each year, commencing on 29 May 2024,
and have a first reset date on 29 May 2029. The securities include,
among other things, a conversion trigger of 7.0% Common Equity Tier
1 capital ratio and are callable any time in the six-month period
prior to and including the first reset date or on each reset date
occurring every 5 years thereafter.
The instrument has been assigned a Moody's Baa2 instrument
rating. An application has been made for the Securities to be
admitted to trading on the International Securities Market of the
London Stock Exchange.
To view the full Offering Circular, please paste the following
URL into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/8190U_1-2023-11-27.pdf
Footnote
1 The group's Total capital ratio is presented on a transitional
basis after the application of IFRS 9 transitional arrangements
which allows banks to add back to their capital base a proportion
of the IFRS 9 impairment charges during the transitional period.
Without their application, the Total capital ratio would be 16.5%
on a pro-forma basis as at 31 October 2023. The applicable Total
capital ratio regulatory requirement, excluding any applicable PRA
buffer, was 13.4% at 31 October 2023. The group's Total capital
ratio is unaudited and includes unverified profits net of
foreseeable dividend.
Enquiries
Sophie Gillingham Close Brothers Group plc 020 3857 6574
Camila Sugimura Close Brothers Group plc 020 3857 6577
Kimberley Taylor Close Brothers Group plc 020 3857 6233
Sam Cartwright Maitland 07827 254561
About Close Brothers
Close Brothers is a leading UK merchant banking group providing
lending, deposit taking, wealth management services and securities
trading. We employ approximately 4,000 people, principally in the
United Kingdom and Ireland. Close Brothers Group plc is listed on
the London Stock Exchange and is a constituent of the FTSE 250.
Cautionary Statement
Certain statements included or incorporated by reference within
this announcement may constitute "forward-looking statements" in
respect of the group's operations, performance, prospects and/or
financial condition. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are sometimes, but not
always, identified by their use of a date in the future or such
words as "anticipates", "aims", "due", "could", "may", "will",
"should", "expects", "believes", "intends", "plans", "potential",
"targets", "goal" or "estimates". By their nature, forward-looking
statements involve a number of risks, uncertainties and assumptions
and actual results or events may differ materially from those
expressed or implied by those statements. There are also a number
of factors that could cause actual future operations, performance,
financial conditions, results or developments to differ materially
from the plans, goals and expectations expressed or implied by
these forward-looking statements and forecasts. These factors
include, but are not limited to, those contained in the Group's
annual report (available at:
https://www.closebrothers.com/investor-relations ). Accordingly, no
assurance can be given that any particular expectation will be met
and reliance should not be placed on any forward-looking statement.
Additionally, forward-looking statements regarding past trends or
activities should not be taken as a representation that such trends
or activities will continue in the future.
Except as may be required by law or regulation, no
responsibility or obligation is accepted to update or revise any
forward-looking statement resulting from new information, future
events or otherwise. Nothing in this announcement should be
construed as a profit forecast. Past performance cannot be relied
upon as a guide to future performance and persons needing advice
should consult an independent financial adviser.
This announcement does not constitute or form part of any offer
or invitation to sell, or any solicitation of any offer to
subscribe for or purchase any shares or other securities in the
company or any of its group members, nor shall it or any part of it
or the fact of its distribution form the basis of, or be relied on
in connection with, any contract or commitment or investment
decisions relating thereto, nor does it constitute a recommendation
regarding the shares or other securities of the company or any of
its group members. Statements in this announcement reflect the
knowledge and information available at the time of its preparation.
Liability arising from anything in this announcement shall be
governed by English law. Nothing in this announcement shall exclude
any liability under applicable laws that cannot be excluded in
accordance with such laws.
Disclaimer - Intended Addressees
EU MiFID II professionals/ECPs only/No EEA PRIIPs KID
UK MiFIR professionals/ECPs only/No UK PRIIPs KID
Please note that the information contained in the Offering
Circular may be addressed to and/or targeted at persons who are
residents of particular countries (as specified in the Offering
Circular) only and is not intended for use and should not be relied
upon by any person outside these countries and/or to whom the offer
contained in the Offering Circular is not addressed. Prior to
relying on the information contained in the Offering Circular, you
must ascertain from the Offering Circular whether or not you are
part of the intended addressees of the information contained
therein.
In particular, neither this announcement nor the Offering
Circular shall constitute an offer to sell or the solicitation of
an offer to buy securities in the United States or in any other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration, exemption from registration or
qualification under the securities law of any such
jurisdiction.
The Securities and the ordinary shares into which they may
convert under their terms have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any
state or other jurisdiction of the United States, and the
Securities may not be offered, sold, pledged, taken up, resold,
transferred or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act ("Regulation S"))
unless the Securities are registered under the Securities Act or an
exemption from the registration requirements for the Securities Act
is available. The Securities are being offered and sold only to
non-U.S. persons outside the United States in reliance upon
Regulation S. The Offering Circular may not be accessed from, or
transmitted in or into, the United States.
Your right to access this service is conditional upon complying
with the above requirements.
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END
MSCBLBDBUDDDGXC
(END) Dow Jones Newswires
November 29, 2023 11:30 ET (16:30 GMT)
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