IIIA: Pension Insurance Corporation plc announces indicative results of iTs Tender Offers ACROSS TWO SERIES OF Subordinated NOTES

NOT FOR RELEASE, PUBLICATION OR 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 OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

13 November 2023 - Pension Insurance Corporation plc (the Company) announces today the indicative results of its separate invitations to holders of its outstanding (a) GBP300,000,000 6.50 per cent. Fixed Rate Subordinated Notes due 2024 (ISIN: XS1083983376) (the 2024 Notes); and (b) GBP250,000,000 8.00 per cent. Fixed Rate Subordinated Notes due 2026 (ISIN: XS1523966197) (the 2026 Notes and, together with the 2024 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash (each an Offer and together the Offers).

The Offers were announced on 6 November 2023 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 6 November 2023 (the Tender Offer Memorandum) including, without limitation, the satisfaction (or waiver) of the New Financing Condition.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 10 November 2023.

Expected Series Acceptance Amounts

As at the Expiration Deadline, the Company had received valid tenders for purchase pursuant to the Offers of: (i) GBP184,382,000 in aggregate nominal amount of 2024 Notes; and (ii) GBP202,626,000 in aggregate nominal amount of 2026 Notes.

If the Company decides to accept Notes validly tendered pursuant to the Offers, and the New Financing Condition is satisfied (or waived), the Company expects that the Final Acceptance Amount will be GBP300,000,000  and each Series Acceptance Amount and applicable Pro-ration Factor will be set as follows:

Series/ Expected Series Acceptance Amount / Expected Pro-ration Factor

2024 Notes / GBP97,374,000 / 51.779 per cent.

2026 Notes / GBP202,626,000 / N/A

Noteholders should note that this is a non-binding indication of the level at which the Company expects to set each Series Acceptance Amount and applicable Pro-ration Factor.

Pricing for the Offer for the 2026 Notes will take place at or around 12.00 p.m. (London time) today (the 2026 Notes Pricing Time).  As soon as reasonably practicable after the 2026 Notes Pricing Time, the Company will announce whether (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) it will accept for purchase Notes validly tendered in the Offers and, if so accepted, the Final Acceptance Amount, each Series Acceptance Amount, the 2026 Notes Benchmark Security Rate, the 2026 Notes Purchase Yield, the 2026 Notes Purchase Price and any Pro-Ration Factors that will be applied to valid tenders of either Series, and the aggregate nominal amount of each Series that will remain outstanding after the Settlement Date.

Subject to the satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 14 November 2023.

-- Dealer Managers --   

Barclays Bank PLC: +44 20 3134 8515 / [email protected]

Citigroup Global Markets Limited: +44 20 7986 8969 / [email protected]

HSBC Bank plc: +44 20 7992 6237 / [email protected]

J.P. Morgan Securities plc: +44 20 7134 2468 / [email protected]

-- Tender Agent --

Kroll Issuer Services Limited: +44 (0)20 7704 0880 / [email protected] / Tender Offer Website: https://deals.is.kroll.com/pic

**DISCLAIMER**

This announcement must be read in conjunction with the Tender Offer Memorandum. 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 and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.