Close Bros Regulatory News (CBG)

Press Release

Close Brothers Group plc ("the group" or "Close Brothers") has successfully issued its inaugural Fixed Rate Resetting Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities in a £200 million transaction, which attracted £1.48 billion of interest from institutional investors and private banks in the UK, Europe, North America and Asia.

In line with the group's capital management framework and strategy, the transaction optimises our capital structure and provides further flexibility to grow the business. The issuance strengthened the group's Total capital ratio by c.200bps to 16.6% on a pro-forma basis as at 31 October 20231.

The securities carry a coupon of 11.125%, payable semi-annually on 29 May and 29 November of each year, commencing on 29 May 2024, and have a first reset date on 29 May 2029. The securities include, among other things, a conversion trigger of 7.0% Common Equity Tier 1 capital ratio and are callable any time in the six-month period prior to and including the first reset date or on each reset date occurring every 5 years thereafter.

The instrument has been assigned a Moody's Baa2 instrument rating. An application has been made for the Securities to be admitted to trading on the International Securities Market of the London Stock Exchange.

To view the full Offering Circular, please paste the following URL into the address bar of your browser:

http://www.rns-pdf.londonstockexchange.com/rns/8190U_1-2023-11-27.pdf

Footnote

1 The group's Total capital ratio is presented on a transitional basis after the application of IFRS 9 transitional arrangements which allows banks to add back to their capital base a proportion of the IFRS 9 impairment charges during the transitional period. Without their application, the Total capital ratio would be 16.5% on a pro-forma basis as at 31 October 2023. The applicable Total capital ratio regulatory requirement, excluding any applicable PRA buffer, was 13.4% at 31 October 2023. The group's Total capital ratio is unaudited and includes unverified profits net of foreseeable dividend.

Enquiries

Sophie Gillingham Close Brothers Group plc 020 3857 6574

Camila Sugimura Close Brothers Group plc 020 3857 6577

Kimberley Taylor Close Brothers Group plc 020 3857 6233

Sam Cartwright Maitland 07827 254561

About Close Brothers

Close Brothers is a leading UK merchant banking group providing lending, deposit taking, wealth management services and securities trading. We employ approximately 4,000 people, principally in the United Kingdom and Ireland. Close Brothers Group plc is listed on the London Stock Exchange and is a constituent of the FTSE 250.

Cautionary Statement

Certain statements included or incorporated by reference within this announcement may constitute "forward-looking statements" in respect of the group's operations, performance, prospects and/or financial condition. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "anticipates", "aims", "due", "could", "may", "will", "should", "expects", "believes", "intends", "plans", "potential", "targets", "goal" or "estimates". By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions and actual results or events may differ materially from those expressed or implied by those statements. There are also a number of factors that could cause actual future operations, performance, financial conditions, results or developments to differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements and forecasts. These factors include, but are not limited to, those contained in the Group's annual report (available at: https://www.closebrothers.com/investor-relations). Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

Except as may be required by law or regulation, no responsibility or obligation is accepted to update or revise any forward-looking statement resulting from new information, future events or otherwise. Nothing in this announcement should be construed as a profit forecast. Past performance cannot be relied upon as a guide to future performance and persons needing advice should consult an independent financial adviser.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any shares or other securities in the company or any of its group members, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares or other securities of the company or any of its group members. Statements in this announcement reflect the knowledge and information available at the time of its preparation. Liability arising from anything in this announcement shall be governed by English law. Nothing in this announcement shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws.

Disclaimer - Intended Addressees

EU MiFID II professionals/ECPs only/No EEA PRIIPs KID

UK MiFIR professionals/ECPs only/No UK PRIIPs KID

Please note that the information contained in the Offering Circular may be addressed to and/or targeted at persons who are residents of particular countries (as specified in the Offering Circular) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Offering Circular is not addressed. Prior to relying on the information contained in the Offering Circular, you must ascertain from the Offering Circular whether or not you are part of the intended addressees of the information contained therein.

In particular, neither this announcement nor the Offering Circular shall constitute an offer to sell or the solicitation of an offer to buy securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction.

The Securities and the ordinary shares into which they may convert under their terms have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and the Securities may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) unless the Securities are registered under the Securities Act or an exemption from the registration requirements for the Securities Act is available. The Securities are being offered and sold only to non-U.S. persons outside the United States in reliance upon Regulation S. The Offering Circular may not be accessed from, or transmitted in or into, the United States.

Your right to access this service is conditional upon complying with the above requirements.