TIDM10MT
RNS Number : 5381C
esure Group plc
13 June 2023
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).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED
STATES OF AMERICA, 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 OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES)
OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE SECURITIES ACT)) OR IN
OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).
ESURE GROUP PLC LAUNCHES CASH TER OFFER
13 June 2023
esure Group plc (the Offeror) announces today that it is
inviting holders of its outstanding GBP125,000,000 6.75 per cent.
Subordinated Notes due 2024 (ISIN: XS1155568436) (the Notes) to
tender their Notes for purchase by the Offeror for cash subject to
the satisfaction (or waiver) of the New Issue Condition (such
invitation, the Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 13 June
2023 (the Tender Offer Memorandum) prepared by the Offeror in
connection with the Offer, and is subject to the offer restrictions
set out below and as more fully described in the Tender Offer
Memorandum. Capitalised terms used but not otherwise defined in
this announcement shall have the meanings given to them in the
Tender Offer Memorandum.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offer.
Summary
A summary of certain key terms relevant to the Offer appears
below:
Description of the ISIN / Outstanding Nominal Maximum Acceptance
Notes Common Code Amount Purchase Price Amount
----------------------- ------------------------ ----------------------- ----------------- -----------------------
GBP125,000,000 6.75 XS1155568436 / GBP125,000,000 100.00 per cent. Subject as set out in
per cent. Subordinated 115556843 the Tender Offer
Notes due 2024 Memorandum, an
aggregate nominal
amount expected to
be equal to the
aggregate nominal
amount of the New
Notes (as defined
below) and to be
announced
as soon as reasonably
practicable after the
pricing of the New
Notes
Rationale
Alongside the Offer, the Offeror has announced its intention to
issue a new series of sterling-denominated Reset Subordinated Notes
(the New Notes), subject to market conditions. The issue of the New
Notes and the Offer are intended to optimise the capital structure
and debt profile of the Offeror and illustrate the Offeror's
proactive approach to capital management.
Notes purchased by the Offeror pursuant to the Offer are
expected to be cancelled and will not be re-issued or re-sold.
Purchase Price and Accrued Interest Payments
The Offeror will, on the Settlement Date, pay for Notes validly
tendered and accepted by it for purchase pursuant to the Offer a
cash purchase price equal to 100.00 per cent. of the nominal amount
of the relevant Notes (the Purchase Price).
The Offeror will also pay an Accrued Interest Payment in respect
of Notes validly tendered and accepted for purchase by it pursuant
to the Offer.
Maximum Acceptance Amount and Scaling
If the Offeror decides to accept any Notes for purchase pursuant
to the Offer, it proposes that the aggregate nominal amount of
Notes it will accept for purchase pursuant to the Offer will be no
greater than an amount to be determined by the Offeror, in its sole
discretion, which is expected to equal the aggregate nominal amount
of the New Notes to be issued (the Maximum Acceptance Amount), and
which the Offeror will announce as soon as is reasonably
practicable following pricing of the New Notes, although the
Offeror reserves the right, in its sole discretion, to accept
significantly less than such amount, or to accept none of such
Notes, for purchase pursuant to the Offer (the final aggregate
nominal amount of Notes accepted for purchase pursuant to the Offer
being the Final Acceptance Amount).
If the Offeror accepts any Notes for purchase pursuant to the
Offer and the aggregate nominal amount of the Notes validly
tendered for purchase is greater than the Final Acceptance Amount,
the Offeror intends to accept such Notes for purchase on a pro rata
basis such that the aggregate nominal amount of Notes accepted for
purchase pursuant to the Offer is no greater than the Final
Acceptance Amount, as further described in the Tender Offer
Memorandum.
New Issue Condition
The Offeror announced on 13 June 2023 its intention to issue the
New Notes, subject to market conditions. The Offeror's purchase of
any Notes validly tendered in the Offer is subject, without
limitation, to the successful completion (in the sole determination
of the Offeror) of the issue of the New Notes (the New Issue
Condition).
Even if the New Issue Condition is satisfied, the Offeror is
under no obligation to accept for purchase any Notes tendered
pursuant to the Offer. The acceptance for purchase by the Offeror
of Notes validly tendered pursuant to the Offer is at the sole
discretion of the Offeror, and tenders may be rejected by the
Offeror for any reason.
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer of the New Notes and may not be used for the
purposes of any such offer. Any investment decision to purchase any
New Notes should be made solely on the basis of the information
contained in the offering memorandum to be prepared by the Offeror
in connection with the issue and listing of the New Notes
(including any amendment or supplement thereto, the Offering
Memorandum), and no reliance is to be placed on any representations
other than those contained in the Offering Memorandum. Subject to
compliance with applicable securities laws and regulations, a
preliminary offering memorandum (the Preliminary Offering
Memorandum) dated on or around 13 June 2023 is available from the
Sole Dealer Manager on request.
For the avoidance of doubt, the ability to purchase New Notes is
subject to all applicable securities laws and regulations in force
in any relevant jurisdiction (including the jurisdiction of the
relevant Noteholder and the selling restrictions set out in the
Offering Memorandum). It is the sole responsibility of each
Noteholder to satisfy itself that it is eligible to purchase the
New Notes.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in this announcement or the Tender Offer
Memorandum constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other
jurisdiction. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of, the United States Securities Act
of 1933, as amended (the Securities Act). The New Notes have not
been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or
benefit of, U.S. persons.
Compliance information for the New Notes: UK MiFIR
professionals/ECPs-only/No UK PRIIPS KID or EU PRIIPS KID -
eligible counterparties and professional clients only (all
distribution channels). No sales to UK retail investors or EEA
retail investors; no key information document in respect of the UK
or the EEA has been or will be prepared.
See the Preliminary Offering Memorandum for further
information.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Allocation of the New Notes
When considering allocation of the New Notes, the Offeror may
give preference to those Noteholders who, prior to such allocation,
have validly tendered or have given a firm intention to the Offeror
or the Sole Dealer Manager that they intend to tender their Notes
for purchase pursuant to the Offer. Therefore, a Noteholder who
wishes to subscribe for any New Notes in addition to tendering its
existing Notes for purchase pursuant to the Offer may be eligible
to receive, at the sole and absolute discretion of the Offeror,
priority in the allocation of the New Notes, subject to the issue
of the New Notes and such Noteholder making a separate application
for the purchase of such New Notes to the Sole Dealer Manager (in
its capacity as the sole lead manager of the issue of the New
Notes) in accordance with the standard new issue procedures of the
Sole Dealer Manager. Any such preference will, subject to the sole
and absolute discretion of the Offeror, be applicable up to the
aggregate nominal amount of Notes tendered or firmly intended to be
tendered by such Noteholder pursuant to the Offer. However, the
Offeror is not obliged to allocate any of the New Notes to a
Noteholder who has validly tendered or indicated a firm intention
to tender its Notes for purchase pursuant to the Offer and, if New
Notes are so allocated, the nominal amount thereof may be less or
more than the nominal amount of Notes tendered by such Noteholder
and accepted for purchase by the Offeror pursuant to the Offer. Any
such allocation will also, among other factors, take into account
the minimum denomination of the New Notes (which will be
GBP100,000).
All allocations of the New Notes, while being considered by the
Offeror as set out above, will be made in accordance with customary
new issue allocation processes and procedures. In the event that a
Noteholder validly tenders Notes pursuant to the Offer, such Notes
will remain subject to such tender and the conditions of the Offer
as set out in the Tender Offer Memorandum irrespective of whether
that Noteholder receives all, part or none of any allocation of New
Notes for which it has applied.
It is the sole responsibility of each Noteholder to satisfy
itself that it is eligible to purchase the New Notes before
registering its interest with, and making an application to, the
Sole Dealer Manager (in its capacity as the sole lead manager of
the issue of the New Notes) for the purchase of any New Notes. Any
failure by a Noteholder to make an application for the purchase of
the New Notes in accordance with the standard new issue procedures
of the sole lead manager of the issue of the New Notes (including
as a result of such Noteholder being ineligible to be offered or to
be sold the New Notes in accordance with any applicable securities
laws and regulations) will result in no priority being given to
such Noteholder.
Noteholders should note that the pricing and allocation of the
New Notes are expected to take place prior to the Expiration
Deadline for the Offer, and any Noteholder who wishes to subscribe
for New Notes in addition to tendering their Notes for purchase
pursuant to the Offer should therefore provide, as soon as
practicable, to the Offeror or the Sole Dealer Manager, an
indication of its firm intention to tender their Notes for purchase
and the nominal amount of the Notes that it intends to tender
pursuant to the Offer in order for this to be taken into account as
part of the New Notes allocation process.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to, the Offer,
Noteholders must validly tender their Notes for purchase by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender Agent by 4.00
p.m. (London time) on 20 June 2023 (the Expiration Deadline),
unless extended, re-opened, amended and/or terminated as provided
in the Tender Offer Memorandum.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer by
the deadlines specified below and in the Tender Offer Memorandum.
The deadlines set by any such intermediary and each Clearing System
for the submission and revocation of Tender Instructions will be
earlier than the relevant deadlines specified below and in the
Tender Offer Memorandum.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of no less than GBP100,000, being the
minimum denomination of the Notes, and may be submitted in integral
multiples of GBP1,000 thereafter. A separate Tender Instruction
must be completed on behalf of each beneficial owner.
The anticipated transaction timetable is summarised below:
Events Times and Dates
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from Tuesday, 13 June 2023
the Tender Agent, including via the
Offer Website (subject to offer and distribution
restrictions set out below).
Announcement of the Maximum Acceptance Amount
Announcement of the Maximum Acceptance Amount for the As soon as reasonably practicable following pricing of
Offer. the New Notes
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. (London time) on Tuesday, 20 June 2023
by the Tender Agent in order for Noteholders
to be able to participate in the Offer.
Announcement of Results
Announcement of whether (subject to satisfaction (or As soon as reasonably practicable on Wednesday, 21 June
waiver) of the New Issue Condition on 2023
or prior to the Settlement Date) the Offeror will accept
valid tenders of Notes pursuant to
the Offer and, if so accepted, the aggregate nominal
amount of Notes accepted for purchase
pursuant to the Offer and any Scaling Factor (if
applicable).
Settlement Date
Subject to satisfaction (or waiver) of the New Issue Friday, 23 June 2023
Condition, expected settlement date for
the Offer.
This is an indicative timetable and may be subject to change.
Noteholders are advised to check with any bank, securities broker
or other intermediary through which they hold Notes when such
intermediary would need to receive instructions from a Noteholder
in order for that Noteholder to be able to participate in, or (in
the limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Offer by the deadlines set
out above.
All announcements will be made by (i) publication through RNS
and (ii) the delivery of notices to the Clearing Systems for
communication to Direct Participants. Announcements may also be
made on the relevant Reuters Insider Screen and/or through the
issue of a press release to a Notifying News Service or any other
means. Copies of all such announcements, press releases and notices
can also be obtained from the Tender Agent, the contact details for
which are set out below. Noteholders are urged to contact the
Tender Agent for the relevant announcements during the course of
the Offer. In addition, holders of Notes may contact the Sole
Dealer Manager for information using the contact details set out
below.
For detailed terms of the Offer please refer to the Tender Offer
Memorandum which (subject to distribution restrictions) can be
obtained from the Tender Agent referred to below.
Morgan Stanley & Co. International plc (Telephone: +44 20
7677 5040, Attention: Liability Management Team, Global Capital
Markets, Email: liabilitymanagementeurope@morganstanley.com) is
acting as the Sole Dealer Manager for the Offer.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Thomas Choquet; Email: esure@is.kroll.com; Offer
Website: https://deals.is.kroll.com/esure) is acting as Tender
Agent for the Offer.
This announcement is released by the Offeror 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 Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by
Peter Bole, Chief Financial Officer of the Offeror.
LEI: 213800KOI3F5LM54PT80
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Noteholder is in any doubt as to the contents of the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial and legal advice, including as to any tax
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to tender such Notes pursuant
to the Offer. None of the Offeror, the Sole Dealer Manager or the
Tender Agent nor any of their respective directors, employees or
affiliates makes any recommendation as to whether Noteholders
should tender Notes pursuant to the Offer. None of the Offeror, the
Sole Dealer Manager or the Tender Agent (or any of their respective
directors, employees or affiliates) is providing Noteholders with
any legal, business, tax or other advice in this announcement.
Noteholders should consult with their own
advisers as needed to assist them in making an investment
decision and to advise them whether they are legally permitted to
tender Notes for cash.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer or an invitation to participate in the Offer
in any jurisdiction in which, or to any person to or from whom, it
is unlawful to make such offer or invitation or for there to be
such participation under applicable securities laws. The
distribution of this announcement and/or 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 Offeror, the
Sole Dealer Manager and the Tender Agent to inform themselves
about, and to observe, any such restrictions. Nothing in this
announcement nor the Tender Offer Memorandum constitutes (i) an
offer to buy or a solicitation of an offer to sell the Notes (and
tenders of Notes in the Offer will not be accepted from any
Noteholders) in any circumstances in which such offer or
solicitation is unlawful or (ii) an offer to sell or a solicitation
of an offer to buy the New Notes. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and the Sole Dealer Manager or any of
its affiliates is such a licensed broker or dealer in such
jurisdiction, the Offer shall be deemed to be made by the Sole
Dealer Manager or such affiliate, as the case may be, on behalf of
the Offeror in such jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities and the minimum denomination of the New Notes will be
GBP100,000.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to any U.S. person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a U.S. Person)).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of this announcement,
the Tender Offer Memorandum and any other documents or materials
relating to the Offer are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States, to any person located or
resident in the United States or to any U.S. Person, and the Notes
cannot be tendered in the Offer by any such use, means,
instrumentality or facility or from within the United States or by
any person located or resident in the United States or by, or by
any person acting for the account or benefit of, a U.S. Person. Any
purported tender of Notes in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by any person located in the
United States or any agent, fiduciary or other intermediary acting
on a non-discretionary basis for a principal giving instructions
from within the United States or by or on behalf of any U.S. Person
or by use of such mails or any such means, instrumentality or
facility will be invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
Persons. Notes may not be offered, sold or delivered in the United
States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New Notes
have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the
United States and may not be offered, sold or delivered, directly
or indirectly, within the United States or to, or for the account
or benefit of, U.S. Persons.
Each Noteholder participating in the Offer will represent that
it is not a U.S. Person and is not located in the United States and
is not participating in the Offer from the United States, or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the
Offer from the United States and who is not a U.S. Person. For the
purposes of this and the above two paragraphs, United States means
the United States of America, 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 of America and the District of Columbia.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the 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 Offer is being carried out in
the Republic of Italy (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 4 of CONSOB Regulation No. 11971 of 14
May 1999, as amended. Accordingly, Noteholders or beneficial owners
of the Notes that are located in Italy can tender Notes for
purchase pursuant to the Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or 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 Notes and/or the Offer.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made, and such documents and/or materials have
not been approved by, an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and
materials as a financial promotion is only being made 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, as amended (the Financial Promotion Order)) or persons who
are within Article 43 of the Financial Promotion Order or any other
persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
Belgium
The Offer is not being made, and will not be made or advertised,
directly or indirectly, to any individual in Belgium qualifying as
a consumer within the meaning of Article I.1 of the Belgian Code of
Economic Law, as amended from time to time (a Belgian Consumer )
and neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offer have been or
shall be distributed, directly or indirectly, in Belgium to Belgian
Consumers.
France
This announcement, the Tender Offer Memorandum and any other
document or material relating to the Offer have only been and shall
only be distributed in France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129. Neither this
announcement nor the Tender Offer Memorandum has been or will be
submitted for clearance to or approved by the Autorité des Marchés
Financiers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENZZGMVNFDGFZG
(END) Dow Jones Newswires
June 13, 2023 03:27 ET (07:27 GMT)
Esure 6.75%24 (LSE:10MT)
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De Jan 2025 à Fév 2025
Esure 6.75%24 (LSE:10MT)
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