Paragon Banking Group PLC Result of Tender Offer (1641T)

TIDMPAG

RNS Number : 1641T

Paragon Banking Group PLC

23 March 2021

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

PARAGON BANKING GROUP PLC

RESULTS OF TENDER OFFER

23 March 2021

Further to its announcement on 15 March 2021, Paragon Banking Group PLC (the "Issuer") hereby announces the results of its invitation to the holders of its outstanding notes detailed below (the "Notes"), to tender any and all such Notes for purchase by the Issuer for cash (such invitation, the "Offer"), subject to satisfaction or waiver of the New Issue Condition and the other conditions described in the Tender Offer Memorandum.

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer memorandum dated 15 March 2021 (the "Tender Offer Memorandum").

Final Results of the Offer

The Issuer is pleased to announce that, subject to satisfaction or waiver of the New Issue Condition on or prior to the Tender Offer Settlement Date, it will accept all Notes validly tendered for purchase pursuant to the Offer and provides the final results of the Offer as follows:

 
 
                                                                                  Final Aggregate     Final Aggregate 
                                                                                  Principal Amount   Principal Amount 
  Description of                              ISIN /                                  of Notes       of Notes Accepted 
       Notes              Issuer            Common Code       Purchase Price          Tendered         for Purchase 
------------------  ------------------  ------------------  ------------------  ------------------  ------------------ 
  GBP150,000,000      Paragon Banking      XS1482136154 /    102.85 per cent.     GBP130,911,000      GBP130,911,000 
 Fixed Rate Reset        Group PLC           148213615       of the principal 
     Callable         (formerly known                         amount of Notes 
 Subordinated Tier    as The Paragon                         validly tendered 
 2 Notes due 2026        Group of                            and accepted for 
                      Companies PLC)                             purchase 
                                                               by the Issuer 
 

In addition, Holders whose Notes are purchased in the Offer will be paid accrued and unpaid interest on their purchased Notes from the last interest payment date up to, but not including, the Settlement Date.

Notes purchased by the Issuer pursuant to the Offer will not be immediately cancelled and will not be re-issued or re-sold and may be held or, at the option of the Issuer, surrendered to the Registrar or any Paying Agent for cancellation in the future. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding.

The Offer has now expired and no further Notes can be tendered for purchase pursuant to the Offer.

Settlement

Subject to satisfaction or waiver of the New Issue Condition, the Tender Offer Settlement Date for the Offer is expected to be 25 March 2021. Following settlement of the Offer GBP19,089,000 in aggregate principal amount of the Notes will remain outstanding.

General

The complete terms and conditions of the Offer are set forth in the Tender Offer Memorandum.

The Issuer retained Barclays Bank PLC, Merrill Lynch International and UBS AG London Branch to act as Dealer Managers for the Offer.

If you need further information about the Offer, please contact any of the Dealer Managers or the Tender Agent.

Contact Details:

THE DEALER MANAGERS

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

United Kingdom

Telephone: [phone]

Email: [e-mail]

Attention: Liability Management Group

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Telephone: [phone]

Email: [e-mail]

Attention: Liability Management Group

UBS AG London Branch

5 Broadgate

London EC2M 2QS

United Kingdom

Telephone: [phone]

Email: [e-mail]

Attention: Liability Management Group

THE TENDER AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: [phone]

Fax: [phone]

E-mail: [e-mail]

Attention: Arlind Bytyqi

This announcement is released by Paragon Banking Group PLC and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the results of the Offer described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Marius van Niekerk, General Counsel and Company Secretary, on behalf of Paragon Banking Group PLC.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum and the announcement published on 15 March 2021. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

None of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Issuer, the Notes or the Offer contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Issuer to disclose information with regard to the Issuer or the Notes which is material in the context of the Offer and which is not otherwise publicly available.

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END

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March 23, 2021 05:15 ET (09:15 GMT)