£150 million Fixed Rate Reset Perpetual Subordinated Contingent Convertible Securities Publication of Offering Memorandum
OSB GROUP PLC
LEI: 213800ZBKL9BHSL2K459
21 NOVEMBER 2025
£150 million Fixed Rate Reset Perpetual Subordinated Contingent Convertible Securities
Publication of Offering Memorandum
The offering memorandum dated 21 November 2025 (the “Offering Memorandum“) in relation to its issue of £150 million Fixed Rate Reset Perpetual Subordinated Contingent Convertible Securities at 100 per cent issue price with an initial fixed interest rate of 7.750 per cent. per annum and reset dates on 25 May 2031 (the “First Reset Date”) and each date falling five, or an integral multiple of five, years after the First Reset Date, has been submitted to the International Securities Market of the London Stock Exchange.
Please read the disclaimer below “Disclaimer – Intended Addressees” before attempting to access this service, as your right to do so is conditional upon complying with the requirements set out below.
To view the Offering Memorandum, paste the following URL into the address bar of your browser:
https://www.osb.co.uk/investors/debt-investors/at1-securities
A copy of the Offering Memorandum has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. This website is not provided for, nor is it directed at, U.S. persons or persons in the United States. If you are a U.S. person, or you are viewing this page from the United States, you should exit this section of the website.
Note
The person responsible for arranging the release of this announcement on behalf of OSBG is Jason Elphick, Group General Counsel and Company Secretary. All enquiries should be directed to Investor Relations or Brunswick Group, contact details below.
Enquiries:
Jason Elphick
Group General Counsel and Company Secretary
t: 01634 835 796
Investor relations
Alexander Holcroft
Group Director of Investor Relations
t: 01634 838 973
Brunswick Group
Robin Wrench / Simone Selzer
t: 020 7404 5959
DISCLAIMER – INTENDED ADDRESSEES
This publication of this announcement does not constitute an offer of securities for sale in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any relevant securities laws of any state of the United States of America, and may not be offered or sold in the United States of America or to, or for the benefit of, U.S. persons (as defined in Regulation S of the Securities Act, unless the securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.
Please note that the information contained in the Offering Memorandum may be addressed to and/or targeted at persons who are residents of particular countries only (as further specified in the Offering Memorandum) and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Offering Memorandum is not addressed. Prior to relying on the information contained in the Offering Memorandum you must ascertain from the Offering Memorandum whether or not you are part of the intended addressees of the information contained therein.
Confirmation of your Representation: In order to be eligible to view the Offering Memorandum, you must be a person other than a U.S. person (within the meaning of Regulation S under the Securities Act). By accessing the Offering Memorandum, you shall be deemed to have represented that you and any customers you represent are not U.S. persons, and that you consent to delivery of the Offering Memorandum via electronic publication.
Your right to access this service is conditional upon your compliance with the above requirement.
Notes to Editors
About OSB GROUP PLC
OneSavings Bank plc (OSB) began trading as a bank on 1 February 2011 and was admitted to the main market of the London Stock Exchange in June 2014 (OSB.L). OSB joined the FTSE 250 index in June 2015. On 4 October 2019, OSB acquired Charter Court Financial Services Group plc (CCFS) and its subsidiary businesses. On 30 November 2020, OSB GROUP PLC became the listed entity and holding company for the OSB Group. The Group provides specialist lending and retail savings and is authorised by the Prudential Regulation Authority, part of the Bank of England, and regulated by the Financial Conduct Authority and Prudential Regulation Authority. The Group reports under two segments, OneSavings Bank and Charter Court Financial Services.
OneSavings Bank (OSB)
OSB primarily targets market sub-sectors that offer high growth potential and attractive risk-adjusted returns in which it can take a leading position and where it has established expertise, platforms and capabilities. These include private rented sector Buy-to-Let, commercial and semi-commercial mortgages, residential development finance, bespoke and specialist residential lending, secured funding lines and asset finance.
OSB originates mortgages organically via specialist brokers and independent financial advisers through its specialist brands including Kent Reliance for Intermediaries, Rely and InterBay Commercial. It is differentiated through its use of highly skilled, bespoke underwriting and efficient operating model.
OSB is predominantly funded by retail savings originated through the long-established Kent Reliance name, which includes online and postal channels as well as a network of branches in the South East of England. Diversification of funding is currently provided by securitisation programmes and the Bank of England’s lending facilities.
Charter Court Financial Services Group (CCFS)
CCFS focuses on providing Buy-to-Let and specialist residential mortgages, mortgage servicing, administration and retail savings products. It operates through its brands: Precise and Charter Savings Bank.
It is differentiated through risk management expertise and best-of-breed automated technology and systems, ensuring efficient processing, strong credit and collateral risk control and speed of product development and innovation. These factors have enabled strong balance sheet growth whilst maintaining high credit quality mortgage assets.
CCFS is predominantly funded by retail savings originated through its Charter Savings Bank brand. Diversification of funding is currently provided by securitisation programmes and the Bank of England’s lending facilities.
