Liverpool Victoria Financial Services Limited (the Offeror) announces today an 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 is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 17 April 2023 (the Tender Offer Memorandum) (including subject to, without limitation, the Final Acceptance Amount and possible pro rata scaling) prepared by the Offeror, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meaning given to them in the Tender Offer Memorandum. 

Summary of the Offer

* The Notes are also (subject to the terms and conditions of the Notes) callable at the option of the Offeror on 22 May in each year following the First Call Date

Rationale for the Offer

After evaluation of various factors, including the economic and regulatory merits, as well as the future redemption flexibility under the Notes, and taking into consideration the best interest of our members, the Offeror announced today that it has decided not to exercise its option to redeem the Notes on 22 May 2023 (the First Call Date). 

In light of this decision, the purpose of the Offer is to provide a liquidity opportunity to holders of the Notes around the time of the First Call Date and to proactively manage the Offeror's outstanding subordinated debt liabilities to optimise its capital structure and improve its financial flexibility. In respect of a Noteholder’s nominal amount of Notes, the Offer provides Noteholders with a liquidity event at a tender purchase price in respect of such nominal amount that is [equal to] the par redemption price applicable at the First Call Date. 

On the First Call Date, the coupon on the Notes that remain outstanding following the Offer will reset to the Reset Rate, being a rate equal to the applicable 5 Year Gilt Rate (to be determined in accordance with the terms and conditions of the Notes by reference to Bloomberg screen page "GUKG5" or its replacement) plus 563 basis points (comprising the Initial Margin of 463 basis points plus the Step Up Margin of 100 basis points). The Reset Rate is expected to be above the Notes’ current Fixed Interest Rate. Capitalised terms used in the above paragraphs which are not otherwise defined in this announcement have the meanings given to them in the terms and conditions of the Notes.

The Offeror intends to cancel all Notes purchased by it pursuant to the Offer.

Purchase Price and Accrued Interest

The Offeror will pay for any Notes validly tendered and accepted for purchase by the Offeror pursuant to the Offer a purchase price for such Notes equal to [100.00] per cent. of the nominal amount of such Notes (the Purchase Price).

The Offeror will also pay an Accrued Interest Payment in respect of any Notes accepted for purchase pursuant to the Offer.

Final Acceptance Amount and Scaling

If the Offeror decides to accept any Notes for purchase pursuant to the Offer, the Offeror proposes that the aggregate nominal amount of Notes (if any) which it will accept for purchase pursuant to the Offer will be up to £150,000,000 (the Target Acceptance Amount), although the Offeror reserves the right, in its sole discretion, to accept significantly more or significantly less than the Target Acceptance Amount for purchase pursuant to the Offer (the final aggregate nominal amount of such Notes so accepted for purchase being the Final Acceptance Amount).

If the Offeror decides to accept any validly tendered Notes for purchase pursuant to the Offer and the aggregate nominal amount of the Notes validly tendered for purchase is greater than the Final Acceptance Amount, the Offeror intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of such Notes accepted for purchase pursuant to the Offer is no greater than the Final Acceptance Amount.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 21 April 2023, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of no less than £100,000, being the minimum denomination of the Notes, and may thereafter be submitted in integral multiples of £1,000 in nominal amount. 

A separate Tender Instruction must be completed on behalf of each beneficial owner of the Notes.

Indicative Timetable for the Offer

The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Offeror to so extend, re-open, amend and/or terminate the Offer.

If a Noteholder holds its Notes through a custodian or other intermediary, such Noteholder may not submit a Tender Instruction directly. Noteholders are therefore advised to check with any bank, securities broker, clearing system or other intermediary through which they hold Notes by when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified in the Tender Offer Memorandum.  The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants.  Such announcements may also be made on the relevant Reuters Insider Screen and by the issue of a press release to a Notifying News Service.  Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below.  Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer.  In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offer. 

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.

DEALER MANAGERS

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.

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.