**Summary of Vanquis Banking Group PLC Tender Offer Announcement (September 23, 2025):**
**Key Highlights**
**Purpose** Vanquis Banking Group PLC is launching a tender offer to purchase its outstanding £200 million Fixed Rate Reset Subordinated Tier 2 Notes due 2032 (ISIN: XS2397348801) for cash. The goal is to optimize its capital base, manage interest expenses, and reduce excess Tier 2 capital.
**Offer Details**
**Purchase Price** 100.50% of the principal amount.
**Maximum Acceptance Amount** Up to £50 million (indicative), subject to the successful issuance of new notes.
**Expiration Deadline** 4:00 PM (London time) on September 30, 2025, unless extended or amended.
**New Notes Issuance** The company plans to issue £50 million in new sterling-denominated fixed rate reset perpetual subordinated contingent convertible notes (CoCos), subject to market conditions. The tender offer is contingent on the successful issuance of these new notes.
**Priority Allocation** Holders tendering notes may receive priority in the allocation of new notes if they make a separate application to the Sole Dealer Manager (Morgan Stanley).
**Restrictions** The offer is not available to U.S. persons or residents, and the new notes will not be offered or sold in the U.S. Distribution restrictions also apply in Italy, the UK, and France.
**Procedures** Holders must submit valid tender instructions through clearing systems (Euroclear/Clearstream) by the deadline. Pro-rata allocation may apply if tenders exceed the maximum acceptance amount.
**Timetable**
**Offer Commencement:** September 232025.
**Expected New Notes Pricing** September 23, 2025.
**Final Results Announcement** October 1, 2025.
**Settlement Date:** October 22025.
**Contacts**
**Sole Dealer Manager** Morgan Stanley & Co. International plc.
**Tender Agent** Kroll Issuer Services Limited.
**Rationale** The offer aims to enhance capital efficiency by replacing excess Tier 2 capital with new CoCos, aligning with regulatory requirements and strategic goals. Notes purchased will be canceled and not reissued.
**Important Notes**
The offer is subject to conditions, including the successful issuance of new notes.
Holders should consult the Tender Offer Memorandum for full details and seek independent advice if needed.
The announcement complies with UK MAR and other regulatory requirements.
