TIDM10MT
RNS Number : 5963C
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 ANNOUNCES MAXIMUM ACCEPTANCE AMOUNT FOR ITS CASH
TER OFFER AND PRICING OF THE NEW NOTES
13 June 2023. Further to the announcement dated 13 June 2023,
esure Group plc (the Offeror) announces today (i) the Maximum
Acceptance Amount for its invitation to 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); and (ii) the pricing
of the New Notes (as defined below).
Maximum Acceptance Amount
The Maximum Acceptance Amount, which is the maximum aggregate
nominal amount of Notes the Offeror proposes to accept for purchase
pursuant to the Offer, has been set at GBP100,000,000 (although the
Offeror reserves the right, in its sole discretion, to accept
significantly less than (or none of) such amount for purchase
pursuant to the Offer, as further described in the tender offer
memorandum dated 13 June 2023 (the Tender Offer Memorandum)
prepared by the Offeror in connection with the Offer). The
Offeror's purchase of any Notes validly tendered in the Offer is
also subject, without limitation, to the successful completion (in
the sole determination of the Offeror) of the issue of the New
Notes.
The Offer is being made on the terms and subject to the
conditions contained in the Tender Offer Memorandum, 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.
Pricing of the New Notes
The Offeror also announces that it has priced GBP100,000,000 in
aggregate nominal amount of Reset Subordinated Notes due 2033 (the
New Notes). The New Notes will pay an initial coupon of 12.00 per
cent. per annum up to 20 December 2028 (being the Reset Date) and
thereafter at the Reset Rate of Interest (as further described 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)).
Settlement of the New Notes is expected to take place on or about
20 June 2023 and an application will be made for the New Notes to
be listed on the Global Exchange Market of the Irish Stock Exchange
plc, trading as Euronext Dublin.
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, 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.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offer.
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 this
announcement, 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 Securities
Act (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.
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END
TENBSGDLIUBDGXX
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June 13, 2023 10:59 ET (14:59 GMT)
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