REG - esure Group plc - esure Group plc launches cash Tender Offer

Global Capital MarketsAnnouncement

13/06/2023 09:30

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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 AMENDED (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 TENDER OFFER

13 June 2023

esure Group plc (the Offeror) announces today that it is inviting holders of
its outstanding £125,000,000 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 Notes                                  ISIN /                    Outstanding Nominal Amount  Purchase Price    Maximum Acceptance Amount

Common Code
 £125,000,000 6.75 per cent. Subordinated Notes due 2024   XS1155568436 / 115556843  £125,000,000                100.00 per cent.  Subject as set out in the Tender Offer 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 £100,000).

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 £100,000, being the minimum denomination of the
Notes, and may be submitted in integral multiples of £1,000 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 the Tender Agent,        Tuesday, 13 June 2023
 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 Offer.                     As soon as reasonably practicable following pricing of the New Notes
 Expiration Deadline

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in   4.00 p.m. (London time) on Tuesday, 20 June 2023
 order for Noteholders to be able to participate in the Offer.
 Announcement of Results

 Announcement of whether (subject to satisfaction (or waiver) of the New Issue    As soon as reasonably practicable on Wednesday, 21 June 2023
 Condition on 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 Condition, expected         Friday, 23 June 2023
 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 £100,000.

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.

 

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