The Very Group Funding plc announces final results of its offer to purchase for cash any and all of its outstanding 6.500% senior secured notes due 2026

The Very Group Funding plc (the “Offeror”), a direct wholly owned subsidiary of The Very Group Limited (the “Company” and, together with its subsidiaries, the “Group”), announces the final results to date of its previously announced offer to purchase for cash any and all of the 6.500% Senior Secured Notes due 2026 issued by the Offeror and guaranteed on a senior basis by the Company and certain of its subsidiaries (the “Existing Notes”), upon the terms and subject to the conditions set forth in the tender offer memorandum dated May 15, 2025 (the “Tender Offer Memorandum”) (the “Tender Offer”), which is available, subject to eligibility and registration, on the tender offer website (the “Tender Offer Website”): https://deals.is.kroll.com/theverygroup.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Tender Offer Memorandum. 

The Offeror previously announced on May 30, 2025, that as of 4:00 p.m. London time, on May 29, 2025 (the “Early Tender Time”), £474,724,000 in aggregate principal amount of the Existing Notes were validly tendered pursuant to the Tender Offer (equal to approximately 82.6% of the principal amount of Existing Notes outstanding). As a result, an aggregate principal amount equal to £474,724,000 of the Existing Notes was marked down and cancelled upon satisfaction of the New Financing Condition on June 2, 2025 (the “Early Settlement Date”), using a portion of the proceeds of the New Notes Private Placement.

As of 4:00 p.m. London time, on June 13, 2025 (the “Expiration Time”), an additional £900,000 in aggregate principal amount of the Existing Notes were validly tendered pursuant to the Tender Offer (equal to approximately 0.9% of the principal amount of Existing Notes currently outstanding).

The following table shows the Purchase Price, the principal amount of Existing Notes validly tendered after the Early Tender Time and prior to or at the Expiration Time, as well as the outstanding principal amount following Final Settlement:In addition to the Purchase Price, Holders whose Existing Notes have been validly tendered after the Early Tender Time and prior to or at the Expiration Time and accepted for purchase will be paid an Accrued Interest Payment. Accrued Interest on such Existing Notes will cease to accrue on the Final Settlement Date.

The Purchase Price and the Accrued Interest Payment for the Existing Notes validly tendered after the Early Tender Time and prior to or at the Expiration Time and accepted for purchase in the Tender Offer will be paid on the Final Settlement Date, subject to any postponement of the Final Settlement Date as described in the Tender Offer Memorandum. The Final Settlement Date for the Tender Offer is expected to be June 17, 2025. All Existing Notes validly tendered after the Early Tender Time and prior to or at the Expiration Time and accepted for purchase pursuant to the Tender Offer will be cancelled and will not be re-issued or re-sold.

In addition, on or about August 1, 2025, the Offeror intends to redeem all Existing Notes not validly tendered by the Expiration Time and which remain outstanding following the Final Settlement Date, using the gross proceeds from the New Notes Private Placement, together with cash on hand of the Group. In connection with such redemption, a portion of the proceeds of the New Notes has been deposited into one or more accounts of the trustee under the Existing Notes on the Early Settlement Date for purposes of satisfying and discharging the Offeror’s obligations under the indenture dated August 9, 2021 in relation to the Existing Notes. Any such redemption of the Existing Notes will be conditional upon the satisfaction or waiver of certain conditions. This announcement does not constitute, and nothing herein contained shall be construed to constitute, a notice of redemption (whether conditional or otherwise) in relation to the Existing Notes.

The Offeror has retained J.P. Morgan Securities plc to act as the Dealer Manager for the Tender Offer and Kroll Issuer Services Limited to act as Tender Agent for the Tender Offer. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities plc by email to [email protected] or at +44 20 7134 2468.

The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

Offer and Distribution Restrictions

United Kingdom

The communication of this announcement and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (ii) to those persons who are within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Offeror, (iii) to those persons who are outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “Relevant Persons”) and the transactions contemplated herein will be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this announcement or any of its contents.

France

This announcement and any other documents or offering materials relating to the Tender Offer may not be distributed in the Republic of France except to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1120, as amended.

Italy

None of this announcement or any other document or materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the “Issuers’ Regulation”). Accordingly, the Tender Offer is only addressed to holders of Existing Notes located in the Republic of Italy who are “qualified investors” (investitori qualificati) as defined pursuant to and within the meaning of Article 2(1)(e) of the Regulation (EU) 2017/1129 and article 34-ter, paragraph 1, letter b) of the Issuers’ Regulation. Holders or beneficial owners of the Existing Notes that are resident and/or located in the Republic of Italy can tender Existing Notes for purchase in the Tender Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes or the Tender Offer.

General

This announcement does not constitute an offer to buy or the solicitation of an offer to sell Existing Notes, and tenders of Existing Notes in the Tender Offer will not be accepted from holders of the Existing Notes, in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction. The terms “affiliate” or “affiliates” when used in relation to the Dealer Manager shall have the meaning conferred to such term under Rule 501(b) of Regulation D under the United States Securities Act of 1933.

Forward-Looking Information

Certain statements included herein may constitute forward-looking statements within the meaning of the securities laws of certain jurisdictions. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “are expected to”, “intends”, “will”, “will continue”, “should”, “would be”, “seeks”, “anticipates” or similar expressions or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Offeror concerning, among other things, the results in relation to operations, financial condition, liquidity, prospects, growth and strategies of the Offeror and the industry in which it operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

These forward-looking statements speak only as of the date of this announcement. The Offeror does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under Rule 14e-1 under the United States Securities Exchange Act of 1934.

Contact information

Investor enquiries
[email protected]