**Summary**
Legal & General Group Plc has announced a tender offer for its £600,000,000 Fixed Rate Reset Subordinated Notes due 2064 (ISIN: XS1079028566). The offer aims to proactively manage the companys redemption profile and provide noteholders with an opportunity to sell their holdings and potentially gain preference in the allocation of new euro-denominated Tier 2 notes (New Notes). The tender offer is conditional on the successful issuance of the New Notes and other specified conditions.
**Key Points**
1. **Tender Offer Details**
**Notes** £600,000,000 Fixed Rate Reset Subordinated Notes due 2064.
**Purchase Price** 100.00% of the nominal amount of the notes.
**Maximum Acceptance Amount** No greater than the aggregate nominal amount of the New Notes issued (converted into Sterling Equivalent).
**Expiration Deadline** 4:00 PM (London time) on September 5, 2025.
**Settlement Date:** September 92025subject to conditions.
2. **Rationale**
Manage the companys expected redemption profile.
Provide noteholders with an opportunity to sell their holdings and apply for preference in the allocation of New Notes.
Evaluate potential exercise of optional redemption rights for remaining notes after the offer.
3. **New Notes Issuance**
**Type** Euro-denominated Tier 2 notes.
**Condition** The tender offer is conditional on the successful issuance of the New Notes.
**Target Market** Eligible counterparties and professional clients, excluding retail investors in the EEA and the UK.
4. **Offer Restrictions and Conditions**
Not available to persons located or resident in the United States or where unlawful.
Noteholders must make specific representations regarding their eligibility and compliance with applicable laws.
The offer is subject to various jurisdictional restrictions, including the UK, Italy, France, and Belgium.
5. **Important Dates**
**Announcement of Maximum Acceptance Amount:** As soon as reasonably practicable after pricing of the New Notes.
**Announcement of Results** As soon as reasonably practicable on September 8, 2025.
6. **Contact Information**
**Dealer Managers:** Banco SantanderBNP ParibasDeutsche BankHSBCMorgan Stanleyand NatWest Markets.
**Tender Agent** Kroll Issuer Services Limited.
This tender offer is a strategic move by Legal & General Group Plc to manage its debt profile and offer noteholders a structured opportunity to participate in new issuances. Noteholders are advised to carefully review the Tender Offer Memorandum and consult with their financial advisors before making any decisions.