Highlights

  • OSB Group invites holders to tender GBP 150 million of perpetual CoCo securities for cash.
  • Purchase price is set at 100.25% of principal plus accrued interest, subject to conditions.
  • Tender offer is linked to planned issuance of new sterling denominated AT1 securities.

OSB Group PLC (LSE:OSB) has announced a cash tender offer for its outstanding GBP 150,000,000 Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2391408072). Holders are invited to tender any or all of their securities for purchase by the company for 100.25% of the principal amount, plus any accrued interest, subject to satisfaction or waiver of the New Issue Condition.

The New Issue Condition is tied to the planned issuance of new sterling denominated additional tier 1 securities (New Securities). Securities purchased through this offer will be cancelled and will not be re-issued. The tender aims to provide liquidity for holders and support the refinancing of the securities.

Terms of the Offer

The outstanding principal of the securities is GBP 150,000,000, with a first optional par call date of 7 October 2026. The coupon rate is 6.00% per annum, applicable up to 7 April 2027.

Holders must submit a valid Tender Instruction for a minimum principal amount of GBP 1,000, with additional amounts in multiples of GBP 1,000. The expiration deadline for receipt of instructions is 4:00 p.m. London time on 24 November 2025. Subject to satisfaction or waiver of the New Issue Condition, the expected settlement date is 27 November 2025.

If the New Issue Condition is satisfied or waived, the company will accept all valid tenders in full, without pro rata scaling. Acceptance of tendered securities is at the discretion of OSB Group, and tenders may be rejected for any reason.

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Allocation of New Securities

Holders tendering their securities may receive priority allocation of New Securities, subject to the minimum denomination of GBP 200,000. Allocation decisions are at the sole discretion of the Offeror and follow standard new issue procedures. Priority may be given to holders who confirm tendered amounts or intentions to tender before allocation of New Securities.

Participation and Restrictions

The tender offer is not open to U.S. persons or to investors in jurisdictions where the offer would be unlawful. Announcements related to the offer will be made through RNS and relevant Clearing Systems, and holders are advised to verify submission deadlines with their brokers or custodians.

Share Performance of OSB

OSB was trading 0.63% lower at GBX 554.50 per share as of 17 November 2025.