Commentary & Deal Flow

Book Update: Orderbooks above £400m (incl. £20m JLM)

IPTs: 6.75%a

• Issuer (LEI): Starling Group Holdings Limited (213800QFN24QRFQ4D993)
• Issuer Rating: Baa3 (Moody’s) (Stable Outlook)
• Exp Issue Rating: Baa3 (Moody’s)
• Status: The Notes will constitute direct, unsecured, unguaranteed and subordinated obligations of the Issuer and rank pari passu, without any preference, among themselves. If a Winding-Up occurs, the rights and claims of the Holders (and of the Trustee on their behalf) against the Issuer in respect of, or arising under, each Note shall be for (in lieu of any other payment by the Issuer) an amount equal to the principal amount of the relevant Note, together with, to the extent not otherwise included within the foregoing, any other amounts attributable to such Note, including any accrued and unpaid interest thereon and any damages awarded for breach of any obligations in respect thereof, provided however that such rights and claims shall be subordinated as provided in Condition 4(a) and in the Trust Deed to the claims of all Senior Creditors but shall rank (i) 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 and (ii) in priority to (x) the claims of holders of all undated or perpetual subordinated obligations of the Issuer and any other obligations of the Issuer which rank, or are expressed to rank, junior to the Notes (including all subordinated obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 1 Capital) and (y) the claims of holders of all classes of share capital of the Issuer.
• Format: Reg S, Registered form
• Currency: Pounds Sterling (GBP)
• Size: £150m (exp)
• Settlement / Issue Date: 17-Jun-26 (T+5)
• Maturity Date: 17-Sep-36
• Reset Date: 17-Sep-31
• IPTs: 6.750% (s/a)
• Reference Benchmark: UKT 0.25 31-Jul-31
• Call Option: The Issuer may, in its sole discretion but subject to certain conditions, elect to redeem all, but not some only, of the Notes at any time from and including 17-Jun-31 to and including the Reset Date (3 month par call) at their principal amount, together with any unpaid interest accrued to (but excluding) the date fixed for redemption.
• Initial Coupon: From (and including) the Issue Date to (but excluding) the Reset Date, the Notes bear interest at the rate of [●]% per annum
• Reset Coupon: One time reset on the Reset Date to a rate per annum equal to the sum of the Reset Reference Rate (which will be determined, in accordance with the Conditions, on the basis of the bid and offered yields (on a semi-annual compounding basis) for the Benchmark Gilt in respect of the Reset Period) and [●]bps (the “Margin”)
• Reset Period: The period from and including the Reset Date to but excluding the Maturity Date
• Interest Payment Dates: Interest shall be payable on the Notes semi-annually in arrear on 17 September and 17 March in each year, commencing on (and including) 17-Sep-26 (note short first coupon).
• Redemption Due to Capital Disqualification Event or a Tax Event: The Issuer may, in its sole discretion but subject to certain conditions, elect to redeem all (but not some only) of the Notes at any time following the occurrence of a Capital Disqualification Event or a Tax Event, in each case at their principal amount together with unpaid interest accrued to but excluding the relevant redemption date.
• Clean-up Call: If 75% or more of the aggregate principal amount of the Notes originally issued (including any tap issues) has been purchased by the Issuer or by others for the Issuer’s account and cancelled, then the Issuer may, subject to certain conditions, elect to redeem at any time all, but not some only, of the Notes at their principal amount, together with any accrued and unpaid interest thereon to but excluding the date fixed for redemption.
• Substitution & Variation: The Issuer may, subject to certain conditions, at any time elect to substitute all (and not some only) of the Notes for, or vary the terms of the Notes so that they remain or become (as applicable), Qualifying Tier 2 Securities if, prior to the giving of the relevant notice to Noteholders, a Tax Event or Capital Disqualification Event has occurred.
• Events of Default: If the Issuer shall not make payment in respect of the Notes (in the case of payment of principal, any interest payment or any other amount in respect of the Notes) for a period of 14 days or more, in each case, after the date on which such payment is due, the Issuer shall be deemed to be in default under the Trust Deed and the Notes and the Trustee in its discretion may institute proceedings for a winding-up of the Issuer, and may prove and/or claim in a Winding-Up (whether or not instituted by the Trustee), such claim being contemplated as set out in the Conditions
• No Set-off: Subject to applicable law, no Holder may exercise, claim or plead any right of set-off, compensation, netting, 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 or the Trust Deed and each Holder shall, by virtue of his holding of any Note (or any beneficial interest therein), be deemed, to the fullest extent permitted under applicable law, to have waived all such rights of set-off, compensation, netting, counterclaim or retention
• Risk Factors: As set out in the "Risk Factors" section in the Admission Particulars (as defined below)
• UK Statutory Loss Absorption Powers: Contractual acknowledgement of statutory UK bail-in powers
• Documentation: Preliminary admission particulars dated 08-Jun-26 (the "Admission Particulars")
• Listing: International Securities Market of the London Stock Exchange plc
• Governing Law: English law
• Denominations: £100k+1k
• Clearing: Euroclear and Clearstream
• Target Market & PRIIPs: Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK CCI product summary has been prepared as not available to retail in EEA or the United Kingdom.
• Selling Restrictions: United States (Regulation S, Cat 2). TEFRA not applicable; EEA, United Kingdom
• Use of Proceeds: The proceeds of the issue of the Notes will be on-lent to Starling Bank Limited (“SBL”) by way of the Issuer purchasing an equivalent principal amount of tier 2 securities to be issued by SBL. The net proceeds of the issue of the Notes will be used by the Group for general corporate purposes of the Group and to further strengthen the Group’s regulatory capital base.
• ISIN: XS3317610445
• Common Code: 331761044
• Joint Bookrunners: Morgan Stanley, NatWest (B&D)
• Sole Structuring Agent: NatWest
• Timing: Books open, today’s business