OSB Group plc (OSB) announced on 5 November 2026 separate cash tender offers inviting holders of two series of outstanding Fixed Rate Resetting Notes — a £300,000,000 series due 7 September 2028 and a £400,000,000 series due 16 January 2030 — to tender their notes for purchase by the company. The move follows a change in the Bank of England's preferred resolution strategy for the Group, which shifted to Transfer from 1 January 2026, rendering the notes no longer necessary to meet OSB Group's current minimum requirement for own funds and eligible liabilities (MREL). The company has set a maximum acceptance amount of up to £500,000,000 in aggregate principal across both series, with pricing scheduled for 13 November 2026 and settlement expected on 16 November 2026.

Key Points

  • OSB Group plc (OSB) has launched simultaneous cash tender offers on two series of Fixed Rate Resetting Notes
  • The 2028 Notes carry a coupon of 9.500 per cent. per annum and the 2030 Notes carry a coupon of 8.875 per cent. per annum, each up to their respective first reset dates
  • The maximum aggregate acceptance amount across both series is up to £500,000,000; the expiration deadline for tender instructions is 4.00 p.m. on 12 November 2026
  • Noteholders should review the Tender Offer Memorandum and confirm submission deadlines with their intermediaries ahead of the 12 November 2026 expiration

Bank of England Resolution Strategy Change Drives OSB Group's Decision to Repurchase Notes Early

OSB Group has stated clearly in the announcement that the rationale for the tender offers stems from a regulatory development. From 1 January 2026, the Bank of England's preferred resolution strategy for OSB Group and its consolidated subsidiaries changed to Transfer. As a result, the Group's MREL requirement became equal to its minimum capital requirements — the sum of Pillar 1 and Pillar 2A as set by the Prudential Regulation Authority. The two series of Fixed Rate Resetting Notes are therefore no longer required to meet the Group's current MREL obligations, prompting the company to proactively repurchase them ahead of their scheduled redemption dates. All notes purchased will be cancelled and will not be re-issued or resold.

Purchase Spread and Benchmark Security Details for the 2028 and 2030 Note Series

The purchase price for each series will be determined at or around 11.00 a.m. London time on 13 November 2026, calculated by reference to the relevant purchase spread plus the applicable benchmark security rate. For the 2028 Notes, the purchase spread is 80 basis points over the 1.250 per cent. UK Treasury Gilt due 22 July 2027. For the 2030 Notes, the purchase spread is 105 basis points over the 0.500 per cent. UK Treasury Gilt due 31 January 2029. Each purchase price reflects a yield to the respective optional par redemption date — 7 September 2027 for the 2028 Notes and 16 January 2029 for the 2030 Notes — and accrued interest will also be paid on accepted notes.

OSB Group Retains Full Discretion Over Final Acceptance Amount and Allocation Between Series

The announcement states that the aggregate principal amount the company proposes to accept across both series will be no greater than £500,000,000, though OSB Group reserves the right in its sole and absolute discretion to accept significantly more or less than this figure, or none at all. The allocation of any final acceptance amount between the 2028 Notes and the 2030 Notes also rests entirely with the company, which may choose to accept only one series. If valid tenders in a given series exceed the relevant series acceptance amount, notes will be purchased on a pro-rata basis. Jefferies International Limited and Morgan Stanley & Co. International plc are acting as dealer managers, with Kroll Issuer Services Limited serving as tender agent.