Commentary & Deal Flow

Guidance: 12yr: UKT+170bp (+/- 5bp WPIR) - Books >£2.25bn

IPTs: 12yr: UKT+195a

• Issuer: Bupa Finance plc
• LEI: ZIMCVQHUFZ8GVHENP290
• Issue Ratings (expected): Baa1 (hyb) / BBB (Moody's / Fitch)
• Issue: Reg S Bearer (NGN), GBP Dated Tier 2 Fixed Rate Subordinated Notes (the “Notes”)
• Status and Subordination: The Notes are intended to constitute Tier 2 Capital of the Issuer and the Group for so long as (i) the Issuer is a direct and wholly-owned subsidiary of The British United Provident Association Limited and (ii) each Group Insurance Undertaking is owned, directly or indirectly, by the Issuer, or as otherwise agreed with the Relevant Regulator. The Notes and the Coupons relating to them will constitute direct, unsecured and subordinated obligations of the Issuer and will rank pari passu and without any preference among themselves. The rights and claims of the Noteholders and Couponholders against the Issuer are subordinated in a Winding-Up of the Issuer in accordance with Condition 2(b) and the provisions of the Trust Deed.
• Size: £300m
• Pricing Date: 22-Sep-26
• Issue/Settlement Date: 29-Sep-26 (T+5)
• Maturity Date: 29-Sep-38
• Reference Benchmark: UKT 3 ¾ 29-Jan-38
• Interest Payment Dates: 29-Mar and 29-Sep of each year, starting on 29-Mar-27.
• Solvency Condition: Except in a Winding-Up of the Issuer, all payments under or arising from the Notes and the Coupons relating to them shall be conditional upon the Issuer being solvent (as defined in Condition 2(c)) at the time for payment by the Issuer, and no amount shall become due and payable under or arising from the Notes or the Coupons relating to them unless and until such time as the Issuer could make such payment and still be solvent immediately thereafter (the “Solvency Condition”)
• No set-off, etc.: Subject to applicable law, no holder of any Note or Coupon will be entitled to exercise, claim or plead any right of set-off, counterclaim, compensation or retention in respect of any amount owed to it by the Issuer arising under or in connection with such Note or Coupon
• Optional Redemption at par: The Issuer may elect to redeem all, but not some only, of the Notes on any date within the period from (and including) 29-Mar-38 (the “First Par Call Date”) to (but excluding) the Maturity Date at their principal amount together with Arrears of Interest, if any, and any other interest accrued to (but excluding) the date of redemption, subject to certain pre-conditions to redemption
• Optional Make Whole Call: The Issuer may elect to redeem all, but not some only, of the Notes on any Optional Redemption Date (being the fifth anniversary of the Specified Date and any date thereafter) at their Make Whole Redemption Amount together with Arrears of Interest, if any, and any other interest accrued to (but excluding) the date of redemption, subject to certain pre-conditions to redemption
• Make Whole Call Redemption Margin: +[●] per cent. per annum
• Special Redemption Events: Specified tax events, Capital Disqualification Event, Clean-up redemption at 75% threshold, subject to certain pre-conditions to redemption
• Mandatory Deferral of Redemption: Mandatory deferral of redemption on the Maturity Date or any earlier date set for redemption if: (i) a Regulatory Deficiency Redemption Deferral Event has occurred and is continuing or would occur if the Notes were redeemed; (ii) the Solvency Condition would not be satisfied on such date and immediately after the redemption; or (iii) the Relevant Regulator does not provide (or withdraws) its permission or consent to the redemption (to the extent that permission or consent is then required by the Relevant Regulator or the Relevant Rules) or such redemption otherwise cannot be effected in compliance with the Relevant Rules on such date. Following any deferral of redemption, the Notes will be redeemed only as set out in the Conditions
• Inapplicability Period: The Issuer may waive or suspend, at any time and in its sole discretion, its early redemption rights under the Conditions for a (definite or indefinite) period of time to be determined by the Issuer
• Substitution or Variation: Applicable upon the occurrence of specified tax events or a Capital Disqualification Event, subject to certain pre-conditions
• Mandatory Deferral of Interest: Payment of interest on the Notes will be mandatorily deferred on each Mandatory Interest Deferral Date. Any interest not paid on an Interest Payment Date as a result of such mandatory deferral or due to the operation of the Solvency Condition, together with any other interest in respect of the Notes not paid on an earlier Interest Payment Date shall, so long as the same remains unpaid, constitute “Arrears of Interest”. Arrears of Interest shall not themselves bear interest, and shall be payable only as provided in the Conditions
• Day Count Fraction: Actual / Actual – ICMA
• Business Days: London
• Specified Denomination: £100,000 + £1,000 (up to £199,000)
• Documentation: Preliminary Admission Particulars dated 22-Sep-26 and final Admission Particulars expected to be dated 25-Sep-26, including the section “Terms and Conditions of the Notes” therein (the “Conditions”, and references herein to a particularly numbered “Condition” should be construed accordingly)
• Enforcement: Enforcement rights for non-payment in respect of the Notes are limited to institution of proceeding for the winding-up of the Issuer and proving and/or claiming in any Winding-Up of the Issuer
• Statutory Loss Absorption Powers: Each holder of any Note or Coupon (or any interest therein) will, by virtue of its holding, acknowledge, accept and agree to be bound by the effect of the exercise of Statutory Loss Absorption Powers with respect to the Notes
• Governing Law: English Law
• Use of Proceeds: The net proceeds of the issue will be used by the Issuer for its general corporate purposes including, without limitation, the refinancing of the Issuer’s existing securities (in the Issuer’s sole and absolute discretion).
• Listing: London Stock Exchange’s International Securities Market
• Target Market/PRIIPs/CCI: Manufacturer target market (UK MiFIR / MiFID II product governance) is eligible counterparties and professional clients 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 EEA or UK.
• Selling Restrictions: Reg S only (Cat 2). The Notes are not intended to be sold and should not be sold to retail clients in the UK or EEA. Any sales of the Notes must be made in compliance with all applicable selling restrictions and as per the Preliminary Admission Particulars, in particular in U.S., UK and EEA
• ISIN / Common Code: XS3330149710 / 333014971
• Joint Lead Managers: Barclays, BNP Paribas, Citi (B&D), NatWest and Santander
• Timing: Books Open, Today's Business
• Books Subject Deadline: 12:10 UKT