Commentary & Deal Flow

Final Books >$975m. Peak book >$1.2bn.

Launched: PNC6.5: US$500m @ 7.7% - Books >$1.2bn
IPTs: PNC6.5: 8%a

• Issuer: Marex Group plc (Ticker: MARGRO)
• LEI: 549300DWX0SVICJAL507
• Instrument: Perpetual Subordinated Resettable Fixed Rate Notes (the “Notes”)
• Format: Reg S only (Cat 2), Registered, TEFRA not applicable
• Expected Issuance Rating (S&P / Fitch): BB / BB
• Issuer Rating (S&P, Fitch): BBB- (Stable) / BBB- (Positive)
• Currency / Amount: US$500m
• Maturity: Perpetual
• Status and Subordination: Direct, unsecured and subordinated obligations of the Issuer
• Settlement Date: 9-Jun-26 (T+5)
• First Reset Date: 9-Dec-32 (6.5yrs from date of issuance)
• First Call Date: 9-Jun-32 (6yrs from date of issuance)
• Interest: [●]% until the First Reset Date, payable semi-annually in arrear. Thereafter the Interest Rate will reset on each Reset Date to the then prevailing 5-year US Treasury yield plus the applicable Margin
• Interest Payment Dates: 9 June and 9 December of each year, commencing 9-Dec-26
• Reset Dates: First Reset Date and each fifth anniversary of the First Reset Date thereafter
• Margin: [●]% (initial credit spread) until (but excluding) the Reset Date falling in 2052, then [●]% (initial credit spread + 100bps)
• Optional Interest Deferral: Optional deferral, in whole or in part, at any time, at the Issuer’s discretion, cash cumulative and compounding. Arrears of Interest may be satisfied by the Issuer in whole or in part at any time. Mandatory settlement of all Arrears of Interest on the next occurring Mandatory Settlement Date (i.e. next Interest Payment Date on which the Issuer pays interest on the Notes or upon any redemption or repurchase of the Notes)
• Dividend Stopper: No interest, distribution or dividend on, or redemption or purchase of, Junior Obligations or Parity Obligations until all Arrears of Interest on the Notes are paid in full, subject to certain exceptions set out in the Conditions
• Optional Redemption: At the option of the Issuer, in whole but not in part, on any date in the six months from (and including) the First Call Date to (and including) the First Reset Date or on any Interest Payment Date thereafter at the principal amount plus accrued but unpaid interest and any outstanding Arrears of Interest
• Clean-Up Call: At the option of the Issuer at par upon the occurrence of a Substantial Repurchase Event (75%)
• Early Redemption Events: At the option of the Issuer at par upon the occurrence of a Tax Deductibility Event, Withholding Tax Event, Accounting Event or Rating Methodology Event
• Business Reorganisation Event: "Business Reorganisation” means the interposition of Marex Group Limited (an exempted company incorporated in Bermuda with registration number 202505104) as a new parent company (the “New ParentCo”) between the Issuer and the shareholders of the Issuer, pursuant to the transaction announced by the Issuer on 26-Mar-26. A “Business Reorganisation Event” shall be deemed to occur on the earlier of: (i) 2-Jun-27, if the Business Reorganisation Completion Criteria have not been satisfied on or before such date; (ii) the first date on which the Issuer publicly announces that it no longer intends to complete the Business Reorganisation; and (iii) the date on which S&P Global Ratings UK Limited or Fitch Ratings Limited (or any of their respective affiliates or successors) publicly announces or confirms in writing to the Issuer (or New ParentCo) that it will not, following completion of the Business Reorganisation, assign “intermediate” (or higher) equity credit (in the case of S&P Global Ratings UK Limited and its affiliates or successors) or 50% (or higher) equity credit (in the case of Fitch Ratings Limited and its affiliates or successors) to the Notes. The “Business Reorganisation Completion Criteria” shall be satisfied if both (i) the Business Reorganisation becomes effective and (ii) each of S&P Global Ratings UK Limited and Fitch Ratings Limited (or any of their respective affiliates or successors) publicly announces, or confirms in writing to the Issuer (or New ParentCo), that it has assigned or will assign “intermediate” (or higher) equity credit (in the case of S&P Global Ratings UK Limited and its affiliates or successors) or 50% (or higher) equity credit (in the case of Fitch Ratings Limited and its affiliates or successors) to the Notes (on the basis that such equity credit is expected to apply to the full principal amount of Notes outstanding at least up to (but excluding) the First Reset Date)
• Redemption for Business Reorganisation Event: If a Business Reorganisation Event occurs, then the Issuer may redeem all, but not some only, of the Notes at any time on or prior to the last day of the Business Reorganisation Event Call Period at the Business Reorganisation Event Call Price together with any outstanding Arrears of Interest and any other accrued and unpaid interest up to (but excluding) the redemption date. “Business Reorganisation Event Call Period” means the period from (and including) the Issue Date to (and including) 9-Jun-27. “Business Reorganisation Event Call Price” means an amount equal to the sum of (x) 100 per cent. of the principal amount of the Notes, and (y) 1 per cent. of the principal amount of the Notes (which amount shall represent a fixed interest amount for the period from (and including) the Issue Date up to (but excluding) the date of redemption. The Issuer shall not be entitled to give notice of redemption for a Business Reorganisation Event (and, accordingly, such redemption right shall cease to be available) at any time after 2-Jun-27 or, if earlier, the time at which the Business Reorganisation Completion Criteria are first satisfied
• Substitution / Variation: Upon a Tax Deductibility Event, Withholding Tax Event, Accounting Event or Rating Methodology Event, the Issuer may substitute all (and not some only) of the Notes for, or vary the terms of the Notes so that they remain or become, Qualifying Notes, instead of redeeming the Notes
• Events of Default: If a default is made by the Issuer for a period of 14 days or more in the payment of any principal or 21 days or more in the payment of any interest, in each case in respect of the Notes and which is due (an “Event of Default”), then the Trustee in its sole discretion may institute proceedings for the winding-up of the Issuer. If an Issuer Winding-up occurs, the Trustee in its sole discretion may prove and/or claim in such Issuer Winding-up in respect of the Notes, such claim being as contemplated in Condition 4(a)
• No set-off, etc.: Subject to applicable law, no Holder may exercise, claim or plead any right of set-off, compensation, counterclaim or retention in respect of any amount owed to it by the Issuer in respect of, or arising under or in connection with, the Notes
• Issuer Substitution at discretion of Trustee: Subject as provided in the Trust Deed, the Trustee, if it is satisfied that so to do would not be materially prejudicial to the interests of the Holders, may agree, without the consent of the Holders, to the substitution on a subordinated basis equivalent to that referred to in Conditions 3 (Status) and 4 (Subordination) of another company in place of the Issuer (or any previous substitute) as principal debtor under the Trust Deed and the Notes
• Substitution of New ParentCo: Subject to the Trust Deed and as set out in the Conditions, if requested by the Issuer in connection with a Business Reorganisation effected during the Business Reorganisation Event Call Period, the Trustees shall agree, without the consent of the Noteholders, to substitute new ParentCo in the place of the Issuer as principal debtor under the Trust Deed and the Notes and the making of any consequential amendments to the Trust Deed and the Conditions which the Issuer may reasonably require in connection therewith
• Day Count Fraction: 30 / 360
• Business Days: London, New York City
• Use of Proceeds: General corporate purposes, which may include (without limitation) (i) the funding of the repurchase of any or all of the Issuer’s outstanding U.S.$100,000,000 13.250 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes pursuant to the tender offer announced by the Issuer on 1-Jun-26 and (ii) the funding of acquisitions.
• Listing: Vienna MTF of the Vienna Stock Exchange
• Denominations: US$200,000 x US$1,000
• Governing Law: English Law, except for Condition 3 (Status) and Condition 4 (Subordination) which will be governed under the law of the Relevant Jurisdiction
• Documentation: Preliminary Offering Memorandum dated 1-Jun-26 and final Offering Memorandum to be dated on or around 2-Jun-26
• Joint Bookrunners: Barclays Bank PLC (B&D), Goldman Sachs International, Jefferies International Limited
• ISIN / Common Code: XS3388192935 / 338819293
• Advertisement: This communication does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”), the Public Offers and Admissions to Trading Regulations 2024 and the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook and no such prospectus is required to be (or will be) prepared in connection with the issuance of the Notes. Investors should not subscribe for or purchase the Notes except on the basis of information in the final Offering Memorandum (including the section ‘Risk Factors’ therein) which, when published, will be available on the website of the Issuer (https://www.marex.com/investors) and of the Vienna Stock Exchange (https://www.wienerborse.at/en/)
• Target Market/PRIIPs/ CCI Regulations: Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No EU PRIIPs key information document (KID) or disclosure document required by the FCA Product Disclosure Sourcebook (DISC) has been prepared as not available to retail in the EEA or in the UK.
• Timing: Books open, today’s business