OSB GROUP PLC Tender offer results: projected incremental effect on certain financial metrics through to 2029

LEI: 213800ZBKL9BHSL2K459

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (the EUWA).

Tender offer results: projected incremental effect on certain financial metrics through to 2029

OSB GROUP PLC (the Group) has today announced the results of the tender offer for its MREL-eligible £300m Senior Holdco 2028 9.5% (the 2028 securities) and £400m Senior Holdco 2030 8.875% securities (the 2030 securities and together, the Senior Holdco securities). From 1 January 2026, the Bank of England’s preferred resolution strategy for the Group changed to Transfer. As a result, the Group’s MREL requirement is equal to its minimum capital requirements, defined as the sum of Pillar 1 and Pillar 2A, and these Senior Holdco securities are no longer required to meet its current MREL requirement. The tender offer is expected to settle on 16 November 2026.

The Group received valid tenders totalling £634,434,000 in principal amount, exceeding the originally announced £500m cap. The Group has exercised its discretion to purchase all such validly tendered Senior Holdco securities without scaling and as such, will purchase £279,585,000 of the 2028 securities at 103.369% of principal amount of such 2028 securities, and £354,849,000 of the 2030 securities at 106.083% of principal amount of such 2030 securities. Following settlement, £20,415,000 of the 2028 securities and £45,151,000 of the 2030 securities will remain outstanding.

Impact on 2026

The tender offer, once settled, is expected to reduce the Group’s profit before tax for 2026 by c.£42m through a one-off charge arising from the partial derecognition of the repurchased Senior Holdco securities. This one-off charge will comprise a c.£33m charge upon repurchase of the Senior Holdco securities, including transaction costs, and a further charge relating to hedge accounting adjustments which as at 31 October 2026 amounted to c.£9m.

On a pro-forma basis, including accounting adjustments as at 31 October 2026 and the effect of taxation, it is estimated that the day-one impact of the tender offer would have reduced the Group’s first half 2026 CET1 ratio¹ and RoTE ratio¹ by c.20bps and c.1.5%, respectively. The 2026 one-off charge from partial derecognition of the repurchased Senior Holdco securities will not form part of net interest income (NII) and therefore will not impact net interest margin (NIM).

Following completion and not including the one-off charge referred to above, the tender offer is expected to deliver a total income benefit through the reduction in coupon payments, net of hedging, on the Senior Holdco securities. Assuming the repurchased securities are replaced with central bank funding at a cost of SONIA c.+20bps, total income in 2026 is expected to increase by c.£4m and NIM¹ by c.1bp.

Expected benefit in future years

On the same replacement funding assumption, the transaction is expected to provide a total income benefit of c.£28m in 2027. This assumes, for illustrative purposes, that the 2028 securities are redeemed at their first call date in September 2027².

The benefit from reduced coupon payments, net of hedging, will continue during 2028 and into 2029, assuming, for illustrative purposes only, that the 2030 securities are redeemed at their first call date in January 2029⁴, supporting earnings and capital generation over that period.

Illustrative financial projection

1. Pro-forma CET1, RoTE and NIM impacts are calculated using the first half 2026 ratios, as disclosed in the Appendix to the 2026 Interim results
2. OSB GROUP PLC retains full discretion as to whether or not it exercises its right to redeem the Senior Holdco securities on their respective first call dates
3. Estimated total income benefit is net of hedging, assumes that the repurchased Senior Holdco securities are replaced with central bank funding at a cost of SONIA +c.20bps and excludes the one-off charge referred to above. Totals may not sum due to rounding.
   
   

Enquiries:

OSB GROUP PLC, Investor Relations                                      Brunswick Group
Alexander Holcroft/Monika Ziober/Richard Treacher                   Robin Wrench/Simone Selzer

[email protected]                                                               t: 020 7404 5959

Important disclaimer

This document should be read, together with other announcements and documents published by OSB GROUP PLC (OSBG) through the Regulatory News Service.

This unaudited document, and any related presentation, webcast or discussion (including responses to questions), may contain forward-looking statements concerning OSBG’s business, strategy, plans, objectives, expectations, financial condition, performance and ESG ambitions. Statements other than statements of historical or current fact may be forward-looking statements and are often, but not always, identified by words such as “targets”, “believes”, “estimates”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “plans”, “forecasts”, “outlook”, “guidance”, “future”, “could” or “should”.

Forward-looking statements involve risks, uncertainties and assumptions, and actual results or events may differ materially from those expressed or implied. Relevant factors include economic and market conditions; interest rates, inflation and funding costs; borrower and counterparty credit quality; capital, liquidity and funding; competition and customer behaviour; operational resilience, technology, cyber security and financial crime; legal, regulatory, tax and accounting developments; geopolitical events; and OSBG’s ability to execute its strategy and manage these risks. For further information, refer to the principal risks and uncertainties in OSBG’s annual report (available at www.osb.co.uk/investors).

No reliance should be placed on any forward-looking statement, and no representation or assurance is given that any forecast or expectation will be achieved. The assumptions and judgements underpinning a forward-looking statement may prove to be incorrect and involve known and unknown risks, uncertainties, contingencies and other important factors, many of which are outside the control of OSBG. Forward-looking statements speak only as of their date. Any such forward-looking statements are based on the beliefs, expectations and opinions of OSBG at the date the statements are made. Except as required by applicable law or regulation, OSBG undertakes no obligation to update any forward-looking statements and OSBG hereby disclaims, any obligation or duty to update, revise or supplement them if circumstances or management's beliefs, expectations or opinions should change. Past performance is not a guide to future performance. No representations or warranties, expressed or implied, are given by or on behalf of OSBG as to the achievement or reasonableness of any projections, estimates, targets, commitments, ambitions, prospects or returns contained herein.

Nothing in this document constitutes an offer, invitation, financial promotion, investment advice or recommendation in relation to any security or financial instrument, or is intended to be a profit forecast or estimate.

OSBG does not guarantee that third-party information included in this document is accurate, current or complete and accepts no liability for reliance on it, except to the extent liability cannot lawfully be excluded.

This document and any non-excludable liability arising from it are governed by English law.

Figures may be rounded or converted at applicable exchange rates and may therefore not sum or reconcile exactly.

This announcement is released by OSB GROUP PLC and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the matters described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Jason Elphick, Group General Counsel and Company Secretary.

Non-IFRS performance measures
Non-IFRS performance measures provide additional insight into performance and how the Board sets targets and monitors the business, but are not substitutes for IFRS measures. Definitions, reconciliations and the most directly comparable IFRS measures are set out in the Alternative performance measures section of OSBG’s annual report (available at www.osb.co.uk/investors).