MNG M&g Plc

M&G plc announces indicative results of its Tender Offers for its £750,000,000 5.625 per cent. Resettable Dated Tier 2 Notes due 2051, its £600,000,000 5.560 per cent. Resettable Dated Tier 2 Notes due 2055, its £700,000,000 6.340 per cent. Resettable Dated Tier 2 Notes due 2063 and its £500,000,000 6.250 per cent. Resettable Dated Tier 2 Notes due 2068

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

17 June 2024. M&G plc (the Company) announces today the indicative results of its separate invitations to holders of its outstanding: (i) £750,000,000 5.625 per cent. Resettable Dated Tier 2 Notes due 2051 (ISIN: XS1888920276) (the 2051 Notes); (ii) £600,000,000 5.560 per cent. Resettable Dated Tier 2 Notes due 2055 (ISIN: XS1243995302) (the 2055 Notes); (iii) £700,000,000 6.340 per cent. Resettable Dated Tier 2 Notes due 2063 (ISIN: XS1003373047) (the 2063 Notes); and (iv) £500,000,000 6.250 per cent. Resettable Dated Tier 2 Notes due 2068 (ISIN: XS1888925747) (the 2068 Notes and, together with the 2051 Notes, the 2055 Notes and the 2063 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash (each an Offer and together the Offers).

The Offers were announced on 10 June 2024 and were made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 10 June 2024 (the Tender Offer Memorandum).

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 14 June 2024.

Expected Aggregate Consideration Amount, Series Acceptance Amounts, Purchase Spreads and Pro-Ration Factors

If the Company decides to accept any Notes validly tendered pursuant to any of the Offers, the Company expects to:

(a)        set the Aggregate Consideration Amount at approximately £150,000,000;

(b)        only accept 2055 Notes for purchase that have been validly tendered pursuant to Non-Competitive Tender Instructions subject to pro-ration at the relevant expected Pro-ration Factor as set out below, and expects to not accept any 2055 Notes for purchase that have been validly tendered pursuant to Competitive Tender Instructions; and

(c)        not accept any 2051 Notes, 2063 Notes or 2068 Notes for purchase.

Noteholders should note that this is a non-binding indication of the level at which the Company expects to set the Aggregate Consideration Amount, each Series Acceptance Amount, each Purchase Spread and each Pro-ration Factor. The above, in particular the Series Acceptance Amount and Pro-ration Factor for the 2055 Notes, is subject to change following the Pricing Time (see below) once the final Purchase Price for the relevant Series is determined.

Pricing and Results

Pricing for the Offers will take place at or around 1.00 p.m. (London time) today (the Pricing Time).  As soon as reasonably practicable after the Pricing Time, the Company will announce whether it accepts for purchase any Notes validly tendered in the Offers and, if so, the Aggregate Consideration Amount and, in respect of the Notes of the relevant Series that are to be so accepted, each Series Acceptance Amount, each Purchase Spread, each Benchmark Security Rate, each Purchase Yield, each Purchase Price and any Pro-ration Factor(s) that will be applied to valid tenders of such Series. The Company will also announce the aggregate nominal amount of each Series that will remain outstanding after the Settlement Date.

The Settlement Date in respect of any Notes accepted for purchase pursuant to the Offers is expected to be 19 June 2024.

HSBC Bank plc (Tel: +44 20 7992 6237; Attention: Liability Management, DCM; Email: LM_EMEA@hsbc.com) and Merrill Lynch International (Tel: +44 20 7996 5420; Attention: Liability Management Group; Email: DG.LM-EMEA@bofa.com) are acting as Dealer Managers in respect of the Offers.

Kroll Issuer Services Limited (Tel: +44 20 7704 0880; Attention: David Shilson / Alessandro Zorza; Email: mandg@is.kroll.com; Offer Website: https://deals.is.kroll.com/mandg) is acting as Tender Agent in respect of the Offers.

This announcement is made by M&G plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offers described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Charlotte Heiss, General Counsel and Company Secretary at the Company.

LEI: 254900TWUJUQ44TQJY84

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. The Offers have now expired and no offer or invitation to acquire any securities is being made pursuant to this announcement.  The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.