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Close Brothers Group Plc (Incorporated with Limited Liability in England and Wales with Registered Number 00520241)

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Close Brothers Group Plc (Incorporated with Limited Liability in England and Wales with Registered Number 00520241) PROSPECTUS DATED 8 JUNE 2021 Close Brothers Group plc (incorporated with limited liability in England and Wales with registered number 00520241) £200,000,000 2.00% Subordinated Tier 2 Notes Issue price: 99.531 per cent. The £200,000,000 2.00% Subordinated Tier 2 Notes (the “Notes”) will be issued by Close Brothers Group plc (the “Issuer”) on or about 11 June 2021 (the “Issue Date”). The terms and conditions of the Notes are set out herein in “Terms and Conditions of the Notes” below (the “Conditions”, and references to a numbered “Condition” shall be construed accordingly). The Notes will bear interest on their outstanding principal amount from (and including) the Issue Date to (but excluding) 11 September 2026 (the “Reset Date”), at a rate of 2.00 per cent. per annum and thereafter at the Reset Interest Rate as provided in Condition 5. Interest will be payable on the Notes semi-annually in arrear on each Interest Payment Date, commencing on 11 September 2021 (with a short first Interest Period from (and including) the Issue Date to (but excluding) 11 September 2021). Unless previously redeemed or purchased and cancelled, or (pursuant to Condition 7(f)) substituted, the Notes will mature on 11 September 2031 and shall be redeemed at their principal amount, together with any accrued and unpaid interest on such date. The Noteholders will have no right to require the Issuer to redeem or purchase the Notes at any time. The Issuer may, in its discretion but subject to Regulatory Approval, elect to (a) redeem all (but not some only) of the Notes at their principal amount, together with any accrued and unpaid interest on such date, (i) in the period commencing on (and including) the First Call Date and ending on (and including) the Reset Date or (ii) at any time if a Tax Event (as defined in Condition 7(d)) has occurred or a Capital Disqualification Event (as defined in Condition 7(c)) has occurred, and in the case of paragraphs (i) and (ii), subject to compliance with the Regulatory Preconditions, or (b) repurchase the Notes at any time in accordance with the then prevailing Regulatory Capital Requirements. The Notes will be direct, unsecured and subordinated obligations of the Issuer and rank pari passu, without any preference among themselves. The Notes will, in the event of the winding-up of the Issuer, be subordinated to the claims of all Senior Creditors but shall rank: (a) at least pari passu with the claims of holders of all other subordinated obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital (as defined in Condition 20); and (b) in priority to the claims of holders of all obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 1 Capital (as defined in Condition 20) and all obligations which rank, or are expressed to rank, pari passu therewith and all classes of share capital of the Issuer. This Prospectus has been approved by the Financial Conduct Authority (the “FCA”), as competent authority under Regulation (EU) 2017/1129 as it forms part of United Kingdom (“UK”) domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Application has been made to the FCA for the Notes to be admitted to the official list of the FCA (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Notes to be admitted to trading on the Main Market of the London Stock Exchange (the “Main Market”). References in this Prospectus to the Notes being "listed" (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Main Market. The Main Market is a UK regulated market for the purposes of Regulation (EU) 600/2014 on markets in financial instruments as it forms part of UK domestic law by virtue of the EUWA (“UK MiFIR”). The Notes will be issued in registered form and available and transferable in minimum denominations of £100,000 and integral multiples of £1,000 in excess thereof. The Notes will initially be represented by a global certificate in registered form (the “Global Certificate”) and will be registered in the name of a nominee of a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg” and, together with Euroclear, the “Clearing Systems”). Potential investors should read the whole of this document, in particular the section headed “Risk Factors” set out on pages 8 to 39 of this Prospectus. As at the date of this Prospectus, the Issuer’s Long Term/Short Term ratings are A3 / P2 (negative outlook) by Moody’s Investors Service Limited (“Moody’s”) and A- / F2 (stable outlook) by Fitch Ratings Limited (“Fitch”). The Notes are expected, on issue, to be rated A3 and BBB by Moody’s and Fitch respectively. Each of Moody’s and Fitch is established in the UK and is registered under the Regulation 1060/2009/EC (as amended) of the European Parliament and of the Council of 16 September 2009 on credit rating agencies as it forms part of UK domestic law by virtue of the EUWA (“UK CRA Regulation”). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating organisation. Capitalised terms used but not otherwise defined in this Prospectus shall, unless the context requires otherwise, have the meaning given to them in the Conditions. Joint Lead Managers HSBC NatWest Markets UBS Investment Bank ii IMPORTANT INFORMATION This Prospectus constitutes a prospectus for the purpose of Article 6 of the UK Prospectus Regulation and contains the necessary information which is material to an investor for making an informed assessment of: (i) the assets and liabilities, profits and losses, financial position, and prospects of the Issuer and the Group (as defined below); (ii) the rights attaching to the Notes; and (iii) the reasons for the issuance and its impact on the Issuer and the Group. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer, the information contained in this Prospectus is in accordance with the facts and this Prospectus does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” below). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. Neither the Joint Lead Managers nor Citicorp Trustee Company Limited (the “Trustee”) have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made, and no responsibility or liability is accepted, by the Joint Lead Managers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection with the Notes. Neither the Joint Lead Managers nor the Trustee accept any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the Notes. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes: (a) is intended to provide the basis of any credit or other evaluation; or (b) should be considered as a recommendation by the Issuer or any of the Joint Lead Managers or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Joint Lead Managers or the Trustee to any person to subscribe for or to purchase any Notes in any jurisdiction where such offer or invitation is not permitted by law. Neither the delivery of this Prospectus, nor the offering, sale or delivery of the Notes, shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof, or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Lead Managers and the Trustee expressly do not iii undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in the Notes of any information coming to their attention.
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