Company Announcements

Close Brothers Group plc announces results of its Tender Offer

for its £175,000,000 Callable Dated Subordinated Notes

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF 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 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 TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

9 June 2021. Close Brothers Group plc (the Offeror) announces today the results of its invitation to holders of its £175,000,000 Callable Dated Subordinated Notes (ISIN: XS1548943221) (the Notes) to tender their Notes for purchase by the Offeror for cash (the Offer).

The Offer was announced on 1 June 2021 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 1 June 2021 (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 8 June 2021. As at the Expiration Deadline, £151,575,000 in aggregate nominal amount of the Notes were validly tendered for purchase pursuant to the Offer.

The Offeror announces that it has decided to accept for purchase all Notes validly tendered pursuant to the Offer, at a cash purchase price equal to 102.281 per cent. of the nominal amount of the relevant Notes, together with an Accrued Interest Payment.

A summary of the final results of the Offer appears below:

The expected Settlement Date for the Offer is 11 June 2021. Following settlement of the Offer, £23,425,000 in aggregate nominal amount of the Notes will remain outstanding.

HSBC Bank plc (Attention: Liability Management; Telephone: +44 20 7992 6237; Email: LM_EMEA@hsbc.com); NatWest Markets Plc (Attention: Liability Management; Telephone: +44 20 7678 5222; Email: liabilitymanagement@natwestmarkets.com); and UBS AG London Branch (Attention: Liability Management Group; Telephone: +44 20 7568 1121; Email: ol-liabilitymanagement-eu@ubs.com) are acting as Dealer Managers and Lucid Issuer Services Limited (Attention: Mu-yen Lo; Telephone: +44 20 7704 0880; Email: Closebrothers@lucid-is.com) is acting as Tender Agent.

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) 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 Alex Dunn, Company Secretary of the Offeror.

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 the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.