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
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