Co-op Bk Hld 29 Regulatory News (93RD)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS OR IN OR INTO OR FROM AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN, CANADA, SWITZERLAND OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION

The Co-operative Bank Finance p.l.c. prices £250,000,000 Fixed Rate Reset Callable Notes due 2027

30 March 2022

The Co-operative Bank Finance p.l.c. has today priced its issue of green MREL-eligible £250,000,000 Fixed Rate Reset Callable Notes due 2027 (the "Notes"). Goldman Sachs International and NatWest Markets Plc are the Joint Lead Managers for the issuance. The Notes will bear interest at a rate of 6% per annum, payable semi-annually in arrears from and including the issue date to (but excluding) 6 April 2026. Thereafter, interest will be reset to the sum of the 1 year SONIA mid-swap rate and the margin. The bonds are expected to receive a rating of 'B1' from Moody's.

The net proceeds of the issue of the bonds or amounts equal thereto will be used by The Co-operative Bank p.l.c. for financing and/or refinancing, in whole or in part, Eligible Green Assets in accordance with its Green, Social and Sustainability Financing Framework, which, together with the Second Party Opinion from ISS ESG, is available on the group's website.

Nick Slape, Chief Executive Officer said:

"The launch of The Co-operative Bank's inaugural green, MREL-qualifying bond demonstrates further progress to meet end-state MREL requirements by 1 January 2023. Our Bank has provided our customers with a real ethical alternative for 150 years and the deployment of our Green, Social and Sustainability Financing Framework in this transaction compliments our long-standing commitment to support a more sustainable economy.

The funds raised will finance initiatives that drive meaningful environmental change which are aligned to specific UN Sustainable Development Goals and in keeping with our promise to protect and improve biodiversity and the environment."

Investor enquiries:

Gary McDermott, Treasurer and Head of Investor Relations

Tel: +44 (0)7811 599495

Email: investorrelations@co-operativebank.co.uk

Media enquiries:

Sam Cartwright, Maitland/AMO: +44 (0) 7827254 561

Dan Chadwick, Head of External Communications: +44 (0) 7724 701 319

Nicki Parry, Head of Media Relations: +44 (0) 7734 002 983

UK MAR: This announcement contains information which qualified or may have qualified as inside information for the purposes of Article 7 of EU Regulation 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"). The person responsible for arranging the release of this announcement on behalf of The Co-operative Bank Finance p.l.c. (the "Issuer") and The Co-operative Bank p.l.c. (the "Bank") is Catherine Green, Company Secretary.

FCA/ICMA stabilisation applies

Forward-looking statements: This announcement, including information included or incorporated by reference in this announcement, may contain certain "forward looking statements" regarding the financial or capital position or plans for the Issuer and the Bank. All statements other than statements of historical fact included in any document may be forward looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements, which speak only as at the date of this announcement. Neither the Bank nor any member of the group assume any obligation to, and do not intend to, revise or update these forward looking statements, except as required pursuant to applicable law.

Disclaimer: This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction. No action has been or will be taken by the Issuer, the Bank or the Joint Lead Managers that would, or is intended to, permit a public offer of any securities referred to herein or possession or distribution of this announcement or any other offering or publicity material relating to any such securities in any country or jurisdiction where any such action for that purpose is required. 

The securities referenced in this announcement (the "Notes") have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).

The communication of this announcement and any other materials relating to the Notes is not being made and such materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). No such materials will be distributed to, and they must not be passed on to, the general public in the United Kingdom. In the United Kingdom, any materials relating to an offer of the Notes, if any, will be directed only at persons who are not retail investors and who are persons who have professional experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or other persons to whom it may be lawfully communicated under the Order.

MiFID II / UK MiFIR product governance / No EU/UK PRIIPs KID / prohibition on sales to retail investors in the EEA or the UK - the manufacturer target market (MiFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No key information document required by Regulation (EU) No 1286/2014 or that Regulation as it forms part of domestic law by virtue of the EUWA has been or will be prepared as the Notes will not be available to retail investors in the European Economic Area or the United Kingdom.

The Co-operative Bank p.l.c LEI: 213800TLZ6PCLYPSR448

The Co-operative Bank Finance p.l.c. LEI: 213800KNE8ER4N9BLF11