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Commentary & Deal Flow

MANDATE: Legal & General Group Reg S £ bmk PerpNC7 RT1 Offering May Follow

IGC European Market: Deal Flow - General

Legal & General Group Plc, rated A2 (Moody’s) / A (S&P) / A+ (Fitch), has mandated Barclays, BNP Paribas, BofA Securities, Citi, HSBC, J.P. Morgan and Santander as Joint Lead Managers for a new benchmark issue of GBP Perp-7yr Restricted Tier 1 Contingent Convertible Notes in Reg S registered format, which will be launched in the near future, subject to market conditions. The notes are expected to be rated Baa2 by Moody’s and BBB+ by Fitch, and will feature principal loss absorption in the form of contingent equity conversion linked to non-compliance with the Issuer’s regulatory capital requirements.

Legal & General Group Plc has concurrently announced a capped tender offer for:

  • (i) its outstanding US$850m 5.25% Fixed Rate Reset Subordinated Notes due 2047 and callable in 2027 (ISIN: XS1580239207);
  • (ii) the outstanding £350m 5.875% Fixed Rate Senior Notes due 2031 issued by Legal & General Finance PLC and guaranteed by Legal & General Group Plc (ISIN: XS0121464779);
  • (iii) the outstanding £200m 5.875% Fixed Rate Senior Notes due 2033 issued by Legal & General Finance PLC and guaranteed by Legal & General Group Plc (ISIN: XS0145680426);
  • (iv) the outstanding £40m 5.750% Fixed Rate Senior Notes due 2033 issued by Legal & General Finance PLC and guaranteed by Legal & General Group Plc (ISIN: XS0126453843); and / or
  • (v) the outstanding £10m 5.800% Fixed Rate Senior Notes due 2041 issued by Legal & General Finance PLC and guaranteed by Legal & General Group Plc (ISIN: XS0127393972).

The tender offer is being made pursuant to the Tender Offer Memorandum dated 30-Jun-26 and is subject to the satisfaction (or waiver) of the New Financing Condition and the offer and distribution restrictions set out therein. Barclays, BNP Paribas, BofA Securities, Citi, HSBC, J.P. Morgan and Santander are acting as Dealer Managers on the tender offer.

MiFID II / UK MiFIR professionals / ECPs-only / No EEA KID or UK CCI disclosure document – Manufacturer target market (MiFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or CCI product summary has been prepared as not available to retail investors in the EEA or the UK. FCA CoCo Restriction applies – No sales to retail clients (as defined in COBS 3.4) in the UK. FCA / ICMA stabilisation applies.