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 indicative results of, and the satisfaction of the New Financing Condition for, 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 GBP500,000,000 in aggregate nominal amount of the Notes (converted into the Sterling Equivalent where applicable).
The Offers expired at 4.00 p.m. (London time) on 7 July 2026 (the "Expiration Deadline") and the Offeror now announces the indicative results of the Offers.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Satisfaction of the New Financing Condition
The Offeror announces that settlement of the issue of the New Notes took place on 7 July 2026. Accordingly, the New Financing Condition has been satisfied.
Indicative Non-Binding Results
As at the Expiration Deadline, the Offeror had received valid tenders for purchase pursuant to the Offers in respect of (i) US$519,662,000 in aggregate nominal amount of the Tier 2 Notes; (ii) GBP219,381,000 in aggregate nominal amount of the 2031 Notes; (iii) GBP143,866,000 in aggregate nominal amount of the GBP200m 2033 Notes; (iv) GBP36,000,000 in aggregate nominal amount of the GBP40m 2033 Notes; and (v) GBP10,000,000 in aggregate nominal amount of the 2041 Notes.
The Offeror announces that in the event that it decides to accept valid tenders of Notes for purchase pursuant to the relevant Offer(s), it expects to set (a) the Final Acceptance Amount at approximately GBP499,999,175, (b) the GBP Notes Final Acceptance Amount at approximately GBP200,005,000 and (c) the Tier 2 Notes Final Acceptance Amount at approximately US$401,330,000. The Applicable USD/Sterling Exchange Rate is set at 0.7475.
Accordingly, on the basis of the Final Acceptance Amount, the Offeror expects to set each Series Acceptance Amount, and the applicable Scaling Factor that will be applied to the Notes (other than the GBP40m 2033 Notes and the 2041 Notes) as a consequence, as summarised below:
|
Series |
Indicative non-binding Series Acceptance Amount |
Indicative non-binding |
||
|
Tier 2 Notes |
US$401,330,000 |
76.5999 per cent. |
||
|
2031 Notes |
GBP77,003,000 |
35.148 per cent. |
||
|
GBP200m 2033 Notes |
GBP77,002,000 |
53.574 per cent. |
||
|
GBP40m 2033 Notes |
GBP36,000,000 |
Not Applicable |
||
|
2041 Notes |
GBP10,000,000 |
Not Applicable |
Noteholders should note that the above is a non-binding indication of the level at which the Offeror expects to set the Final Acceptance Amount, the GBP Notes Final Acceptance Amount, the Tier 2 Notes Final Acceptance Amount, each Series Acceptance Amount and any applicable Scaling Factor (other than in respect of the GBP40m 2033 Notes and 2041 Notes) that would be applied as a consequence.
Noteholders should also note that in the event that the Offeror decides to accept any validly tendered GBP40m 2033 Notes or 2041 Notes for purchase pursuant to the relevant Offer(s), the Offeror will accept for purchase all of the GBP40m 2033 Notes or 2041 Notes (as applicable) that were validly tendered, and there will be no scaling of any tenders of GBP40m 2033 Notes or 2041 Notes accepted for purchase pursuant to the relevant Offer(s).
Pricing and Settlement
Pricing for the Offers relating to the GBP Notes will take place at or around 11.00 a.m. (London time) on 8 July 2026 (the "Pricing Time"). As soon as reasonably practicable after the Pricing Time on 8 July 2026, the Offeror will announce whether it will accept valid tenders of Notes for purchase pursuant to all or any of the Offers and, if so accepted, the aggregate nominal amount of Notes so accepted, each Series Acceptance Amount, each Benchmark Security Rate (in respect of the GBP Notes), each Purchase Yield (in respect of the GBP Notes), each Purchase Price (in respect of the GBP Notes), the Scaling Factor that will be applied to any valid tenders of Notes (other than the GBP40m 2033 Notes and 2041 Notes) (if applicable), and the aggregate nominal amount of the Notes of each Series that will remain outstanding post settlement of the Offers.
The Settlement Date in respect of any Notes accepted for purchase pursuant to the Offers is expected to be 10 July 2026.
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 indicative results 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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