Legal & General Group Plc
08 July 2026
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, 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 OF AMERICA OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Legal & General Group Plc
(incorporated in England and Wales with limited liability, registered number 01417162)
announces the final results of the tender offers for the outstanding
US$850,000,000 Fixed Rate Reset Subordinated Notes due 2047 (ISIN: XS1580239207)
issued by the Offeror
GBP350,000,000 5.875 per cent. Notes due December 2031 (ISIN: XS0121464779)
issued by Legal & General Finance PLC ("L&GF") and guaranteed by the Offeror
GBP200,000,000 5.875 per cent. Notes due April 2033 (ISIN: XS0145680426)
issued by L&GF and guaranteed by the Offeror
GBP40,000,000 Fixed Rate Notes due 20 April 2033 (ISIN: XS0126453843)
issued by L&GF and guaranteed by the Offeror
GBP10,000,000 Fixed Rate Notes due April 2041 (ISIN: XS0127393972)
issued by L&GF and guaranteed by the Offeror
8 July 2026
On 30 June 2026, Legal & General Group Plc (the "Offeror") announced separate invitations to eligible holders of the outstanding (i) US$850,000,000 Fixed Rate Reset Subordinated Notes due 2047 (ISIN: XS1580239207) (of which US$850,000,000 in aggregate nominal amount remains outstanding) (the "Tier 2 Notes"), (ii) GBP350,000,000 5.875 per cent. Notes due December 2031 (ISIN: XS0121464779) issued by L&GF and guaranteed by the Offeror (of which GBP350,000,000 in aggregate nominal amount remains outstanding) (the "2031 Notes"), (iii) GBP200,000,000 5.875 per cent. Notes due April 2033 (ISIN: XS0145680426) issued by L&GF and guaranteed by the Offeror (of which GBP200,000,000 in aggregate nominal amount remains outstanding) (the "GBP200m 2033 Notes"), (iv) GBP40,000,000 Fixed Rate Notes due 20 April 2033 (ISIN: XS0126453843) issued by L&GF and guaranteed by the Offeror (of which GBP40,000,000 in aggregate nominal amount remains outstanding) (the "GBP40m 2033 Notes"), and (v) GBP10,000,000 Fixed Rate Notes due April 2041 (ISIN: XS0127393972) issued by L&GF and guaranteed by the Offeror (of which GBP10,000,000 in aggregate nominal amount remains outstanding) (the "2041 Notes" and together with the 2031 Notes, the GBP200m 2033 Notes and the GBP40m 2033 Notes, the "GBP Notes", and the GBP Notes together with the Tier 2 Notes, the "Notes", and each series of Notes a "Series"), in each case to tender their outstanding Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount, on the terms and subject to the conditions as set out in the tender offer memorandum dated 30 June 2026 (the "Tender Offer Memorandum") prepared by the Offeror (each such invitation an "Offer" and, together, the "Offers").
On 30 June 2026, the Offeror announced that the Maximum Acceptance Amount had been set at £500,000,000 in aggregate nominal amount of the Notes (converted into the Sterling Equivalent where applicable).
Settlement of the issue of the New Notes took place on 7 July 2026, and the Offeror announced earlier today that the New Financing Condition has been satisfied.
The Offers expired at 4.00 p.m. (London time) on 7 July 2026 (the "Expiration Deadline") and the Offeror now announces the final results of the Offers.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Pricing in respect of the Offers took place at or around 11.00 a.m. (London time) today.
Final Results and Pricing for the Notes
The Offeror has now decided to set the Final Acceptance Amount at GBP499,999,175, the GBP Notes Final Acceptance Amount at GBP200,005,000, the Tier 2 Notes Final Acceptance Amount at US$401,330,000, and to set each Series Acceptance Amount:
(i) in respect of the Tier 2 Notes, at US$401,330,000 and, accordingly, the Offeror will accept the Tier 2 Notes validly tendered for purchase pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor of 76.5999 per cent.;
(ii) in respect of the 2031 Notes, at GBP77,003,000 and, accordingly, the Offeror will accept the 2031 Notes validly tendered for purchase pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor of 35.148 per cent.;
(iii) in respect of the GBP200m 2033 Notes, at GBP77,002,000 and, accordingly, the Offeror will accept the GBP200m 2033 Notes validly tendered for purchase pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor of 53.574 per cent.;
(iv) in respect of the GBP40m 2033 Notes, at GBP36,000,000 and, accordingly, the Offeror will accept all of the GBP40m 2033 Notes that were validly tendered, and there will be no scaling of any tenders of any GBP40m 2033 Notes for purchase pursuant to the relevant Offer; and
(v) in respect of the 2041 Notes, at GBP10,000,000 and, accordingly, the Offeror will accept all of the 2041 Notes validly tendered and there will be no scaling of any tenders of any 2041 Notes for purchase pursuant to the relevant Offer.
A summary of the final pricing for, and results of, the Offers in respect of the Notes is set out in the table below:
|
Series |
Series Acceptance Amount |
Scaling Factor |
Benchmark |
Purchase |
Purchase |
||||||
|
Tier 2 Notes |
US$401,330,000 |
76.5999 |
Not Applicable |
Not Applicable |
100.55 |
% |
|||||
|
2031 Notes |
GBP77,003,000 |
35.148 per cent. |
4.516 |
% |
4.766 |
% |
105.238 |
% |
|||
|
GBP200m 2033 Notes |
GBP77,002,000 |
53.574 per cent. |
4.661 |
% |
4.971 |
% |
105.041 |
% |
|||
|
GBP40m 2033 Notes |
GBP36,000,000 |
Not Applicable |
4.661 |
% |
4.911 |
% |
104.779 |
% |
|||
|
2041 Notes |
GBP10,000,000 |
Not Applicable |
5.373 |
% |
6.062 |
% |
97.459 |
% |
|
Note: |
|
|
(1) Annualised in the case of the GBP200m 2033 Notes and the 2041 Notes. |
|
General
The Offeror will also pay an Accrued Interest Payment in respect of any Notes accepted for purchase pursuant to the relevant Offers, as further described in the Tender Offer Memorandum.
The Settlement Date in respect of any Notes accepted for purchase pursuant to the Offers is expected to be 10 July 2026. The Offeror intends to cancel any Tier 2 Notes purchased by it pursuant to the relevant Offer. GBP Notes purchased by the Offeror pursuant to the relevant Offers are intended to be surrendered to L&GF for cancellation.
Following settlement of the Offers, (i) US$448,670,000 in aggregate nominal amount of the Tier 2 Notes; (ii) GBP272,997,000 in aggregate nominal amount of the 2031 Notes; (iii) GBP122,998,000 in aggregate nominal amount of the GBP200m 2033 Notes; (iv) GBP4,000,000 in aggregate nominal amount of the GBP40m 2033 Notes; and (v) no 2041 Notes will remain outstanding.
Banco Santander, S.A. (Attention: Liability Management; Email: LiabilityManagement@gruposantander.com), Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability Management Group; Email: eu.lm@barclays.com), BNP PARIBAS (Telephone: +33 1 55 77 78 94; Attention: Liability Management Group; Email: liability.management@bnpparibas.com) , Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: liabilitymanagement.europe@citi.com), HSBC Bank plc (Telephone: +44 20 7992 6237; Attention: Liability Management, DCM; Email: LM_EMEA@hsbc.com), J.P. Morgan Securities plc (Telephone: +44 207 134 2468; Attention: EMEA Liability Management Group; Email: liability_management_EMEA@jpmorgan.com) and Merrill Lynch International (Telephone: +44 20 7996 5420; Attention: Liability Management Team; Email: dg.lm-emea@bofa.com) are acting as Dealer Managers (in respect of the Offers as made to Relevant Noteholders).
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen Morris; Email: landg@is.kroll.com; Offer Website: https://deals.is.kroll.com/landg) is acting as Tender Agent for the Offers.
This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the final results and pricing of the Offers described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) No. 2016/1055 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Maria Alvarez-Scott, Group General Counsel at the Offeror.
LEI Number: 213800JH9QQWHLO99821
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/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Notes or an invitation to participate in any Offer.
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