**Summary of Close Brothers Group PLC Tender Offer Announcement (January 26, 2026):**
Close Brothers Group PLC has announced a **Cash Tender Offer** for its **£200,000,000 2.00% Subordinated Tier 2 Notes** (ISIN: XS2351480566). The offer is part of the company’s active capital management strategy and aims to provide liquidity to noteholders while allowing them to reinvest in new notes.
**Key Details**
1. **Offer Terms**
**Purchase Price** 99.150% of the nominal amount of the notes.
**Accrued Interest** Paid in addition to the purchase price.
**Offer Type** "Any and All" – all validly tendered notes will be accepted, subject to conditions.
2. **Conditions**
**New Issue Condition** The offer is contingent on the successful issuance of new Tier 2 securities (New Notes).
**Expiration Deadline** Valid tender instructions must be received by **4:00 p.m. (London time) on February 2, 2026**.
3. **New Notes**
The company plans to issue new Tier 2 securities, subject to market conditions.
Holders tendering existing notes may receive priority allocation for the new notes, subject to eligibility and discretion.
4. **Restrictions**
The offer is **not available** to U.S. persons or residents, or in jurisdictions where it would be unlawful.
Distribution restrictions apply in the UK, Italy, France, and other regions.
5. **Timetable**
**Announcement Date:** January 262026.
**Results Announcement:** February 32026.
**Settlement Date:** February 42026 (subject to conditions).
6. **Participants**
**Dealer Managers** Merrill Lynch International and UBS AG London Branch.
**Tender Agent** Kroll Issuer Services Limited.
**Rationale**
The offer, combined with the issuance of new notes, is part of Close Brothers Group’s strategy to manage its capital base effectively. Tendered notes will be canceled and not reissued.
**Important Notes**
Holders should consult the **Tender Offer Memorandum** for full details and conditions.
Legal, tax, and financial advice is recommended before participating.
The offer is subject to applicable laws and may be amended, extended, or terminated by the company.
This announcement contains inside information under UK MAR and is not an offer to sell or buy securities in restricted jurisdictions.