Shawbrook Group exchanges nearly all £125 million tier 1 securities

Chicago, Oct. 17 – Shawbrook Group plc announced the results of its offer to exchange the £125 million outstanding fixed-rate reset perpetual additional tier 1 write-down capital securities (ISIN: XS1731676794) for similar securities issued by the offeror, according to an announcement.

Holders have tendered and the company has accepted £124 million of the securities.

There was a minimum new issue size of £100 million, which has been satisfied. Shawbrook had already worked with existing noteholders and had the support of holders of 89% of the existing securities. They intended to exchange £111,693,000 of their securities at the start of the offer.

For each £1,000 of existing securities, the bank was offering £1,000 of new securities (ISIN: XS2545760188) and £29.69 in accrued interest. The original announcement made a point of saying that the accrued interest amount is part of the consideration under the exchange offer and not payment on the existing securities. Additional interest will not be paid, in other words.

The first reset date on the existing securities is Dec. 8 with an applicable reset margin of 709.9 basis points based on the reference benchmark Gilt.

Shawbrook was not currently planning to redeem the existing securities on the first reset date. The securities’ next reset date after December is Dec. 8, 2027.

The £124 million of new securities will have an interest rate based on the new securities reference rate plus 809.9 bps.

At the time of pricing, it was determined that the new securities’ initial interest rate was 12.103%.

The first reset date will be June 8, 2028.

The offer started Oct. 10.

The expiration time was 11 a.m. ET on Oct. 14.

Pricing took place at 4 a.m. ET on Oct. 17.

The new securities will be issued around Oct. 20.

Settlement is planned for Oct. 24.

The company announced it does not intend to issue any further new securities.

Barclays (+44 20 3134 8515, eu.lm@barclays.com), NatWest Markets plc (+44 20 7678 5222, NWMLiabilityManagement@natwestmarkets.com) and UBS AG London Branch (+44 20 7568 1121, ol-liabilitymanagement-eu@ubs.com) are the dealer managers.

The exchange agent is Kroll Issuer Services Ltd. (+44 20 7704 0880, shawbrook@is.kroll.com, https://deals.is.kroll.com/shawbrook).

The savings and lending bank is based in Brentwood, England.

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