Slaughter and May advised Bupa Finance plc (“Bupa”) on its issuance of £400,000,000 6.625% Fixed Rate Subordinated Notes due 2045 (the “New Notes”) and related tender of its outstanding £400,000,000 5.000% Fixed Rate Subordinated Notes due 2026 (the “2026 Notes”) and £300,000,000 1.750 per cent. Notes due 2027 (the “2027 Notes”, and together with the 2026 Notes the “Existing Notes”) on the terms contained in a tender offer memorandum dated 10 November 2025.
The New Notes will count towards Bupa’s Tier 2 capital. To facilitate this, Slaughter and May assisted Bupa in obtaining a direction from the PRA to disapply certain provisions of the PRA rulebook pursuant to section 138A of the Financial Services and Markets Act 2000.
The New Notes were admitted to trading on the London Stock Exchange’s International Securities Market on 19 November 2025. The net proceeds of the New Notes will be used by Bupa for its general corporate purposes, including the repurchase and cancellation of some of the Existing Notes.
The Tender Offer was announced on 10 November 2025 and expired for acceptances at 4.00 p.m. (London time) on 17 November 2025. On 18 November 2025, Bupa announced that £292,336,000 in aggregate nominal amount of the 2026 Notes and £107,664,000 in aggregate nominal amount of the 2027 Notes were validly tendered for purchase by noteholders.
The Slaughter and May team worked closely with Bupa’s Group Treasury and in-house legal teams.