LVFS announces results of its Tender Offer

Liverpool Victoria Financial Services Limited (the Offeror) announces today the results of its invitation to holders of its outstanding £350,000,000 6.50 per cent. Fixed Rate Reset Subordinated Notes callable 2023 due 2043 (ISIN: XS0935312057) (the Notes) to tender their Notes for purchase by the Offeror for cash (such invitation the Offer).

The Offer was announced on 17 April 2023 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 17 April 2023 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 21 April 2023. As at the Expiration Deadline, £302,199,000.00 in aggregate nominal amount of the Notes were validly tendered for purchase pursuant to the Offer.

The Offeror announces that the Final Acceptance Amount will be £149,998,000.00 in aggregate nominal amount of the Notes.

According, the Offeror will accept for purchase Notes validly tendered pursuant to the Offer subject to pro rata scaling at a Scaling Factor of 48.714 per cent., as further described in the Tender Offer Memorandum at a cash purchase price equal to 100.00 per cent. of the nominal amount of the Notes, together with an Accrued Interest Payment.

A summary of the results of the Offer is set out below:

Summary of the Offer

The expected Settlement Date for the Offer is 26 April 2023.

Following the Settlement Date, the Offeror intends to cancel the Notes purchased pursuant to the Offer and, accordingly, the Offeror will have repurchased and cancelled 42.86 per cent. of the nominal amount of the originally issued Notes.

DEALER MANAGERS

TENDER AGENT

This announcement is released by Liverpool Victoria Financial Services Limited 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 Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Michael Jones, Company Secretary at Liverpool Victoria Financial Services Limited. 

The Notes were originally issued by Liverpool Victoria Friendly Society Limited. On 2 January 2020, Liverpool Victoria Friendly Society Limited converted from a friendly society to a company limited by guarantee under the name Liverpool Victoria Financial Services Limited. Following this conversion, the Notes remain obligations of Liverpool Victoria Financial Services Limited.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, clearing system, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of the Offeror, the Dealer Managers or the Tender Agent or any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes pursuant to the Offer.