TIDM10MT
RNS Number : 1757G
esure Group plc
22 July 2021
esure Group plc ("esure" or "the Company")
22 July 2021
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF ESURE GROUP PLC. NOT FOR DISTRIBUTION IN OR
INTO THE UNITED STATES OR OTHERWISE THAN TO PERSONS WHOM IT CAN BE
LAWFULLY DISTRIBUTED. PLEASE SEE THE IMPORTANT NOTICE AT THE OF
THIS ANNOUNCEMENT.
esure announces offering of Restricted Tier 1 Notes
esure Group plc (the "Group" or the "Issuer") today has
announced an offering of GBP Fixed Rate Reset Perpetual Restricted
Tier 1 Contingent Convertible Notes (the "Notes"). The transaction
is expected to price in the near future, subject to market
conditions.
The capital raised will be used to invest in esure's continued
strategic transformation and growth plans, in addition to further
strengthening its balance sheet. The Group's Solvency II ratio was
164% as at December 2020.
For further information, please contact:
Morgan Stanley (Sole Lead Manager and Structuring Advisor)
+44 20 7425 8000
Paul Miller
Christian De Monte Zanguol
Ben Williams
James Oram
Tulchan Communications (Financial PR)
+44 20 7353 4200
Tom Murray
Guy Bates
esure Group plc
Kirsty Whitehead
Company Secretary
e: company.secretary@esure.com
LEI: 213800KOI3F5LM54PT80
Tier 1 2021 Notes ISIN: XS2361739415
Tier 2 2014 Notes ISIN: XS1155568436
Important Notice
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN THE UNITED STATES OF AMERICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO
PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR IN ANY
OTHER JURISDICTION.
THE SECURITIES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO REGISTRATION OR AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE
NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER
OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO
BUY OR SUBSCRIBE FOR, ANY SECURITIES, IN THE UNITED STATES OR ANY
OTHER JURISDICTION NOR SHALL IT (OR ANY PART OF THIS ANNOUNCEMENT)
OR THE FACT OF ITS DISTRIBUTION FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO,
ANY CONTRACT OR COMMITMENT OR INVESTMENT DECISION WHATSOEVER. THE
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR
OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES
ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH
THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
RECIPIENTS OF THIS ANNOUNCEMENT WHO INT TO PURCHASE ANY
SECURITIES IN THE FUTURE ARE REMINDED THAT ANY SUCH PURCHASE OR
SUBSCRIPTION MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION
CONTAINED IN THE FINAL FORM OFFERING CIRCULAR PUBLISHED IN
CONNECTION WITH ANY SUCH SECURITIES. THIS ANNOUNCEMENT IS NOT BEING
MADE, AND THIS ANNOUNCEMENT HAS NOT BEEN APPROVED, BY AN AUTHORISED
PERSON FOR THE PURPOSES OF SECTION 21 FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED (THE "FSMA"). THIS ANNOUNCEMENT IS NOT
BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL
PUBLIC IN THE UNITED KINGDOM OR TO PERSONS IN THE UNITED KINGDOM
SAVE IN THE CIRCUMSTANCES WHERE SECTION 21(1) OF THE FSMA DOES NOT
APPLY. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO (I) ARE
OUTSIDE THE UNITED KINGDOM OR (II) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER") OR (III) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC") OF THE ORDER OR (IV) TO WHOM THIS ANNOUNCEMENT
MAY OTHERWISE BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
COMMUNICATION IS NOT INTED FOR DISTRIBUTION TO AND MUST NOT BE
PASSED ON TO ANY RETAIL CLIENT.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS
-THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT ARE NOT INTED TO BE
OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE
OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN
THE EUROPEAN ECONOMIC AREA ("EEA"). FOR THESE PURPOSES, A RETAIL
INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL
CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE
2014/65/EU (AS AMED, "MIFID II"); OR (II) A CUSTOMER WITHIN THE
MEANING OF DIRECTIVE2016/97/ EU (THE "INSURANCE DISTRIBUTION
DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A
PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF
MIFID II. CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY
REGULATION (EU) NO 1286/2014 (AS AMED, THE "PRIIPS REGULATION") FOR
OFFERING OR SELLING THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT
OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA
HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE SECURITIES
DESCRIBED IN THIS ANNOUNCEMENT OR OTHERWISE MAKING THEM AVAILABLE
TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS
REGULATION.
PROHIBITION OF SALES TO UK RETAIL INVESTORS -THE SECURITIES
DESCRIBED IN THIS ANNOUNCEMENT ARE NOT INTED TO BE OFFERED, SOLD OR
OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR
OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE UNITED
KINGDOM ("UK"). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A
PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT, AS DEFINED IN
POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS
PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("EUWA"); OR (II) A CUSTOMER WITHIN THE MEANING OF THE
PROVISIONS OF THE FSMA AND ANY RULES OR REGULATIONS MADE UNDER THE
FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD
NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF
ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUWA. CONSEQUENTLY NO KEY INFORMATION
DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART
OF DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK PRIIPS REGULATION")
FOR OFFERING OR SELLING THE SECURITIES DESCRIBED IN THIS
ANNOUNCEMENT OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS
IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE
SECURITIES DESCRIBED IN THIS ANNOUNCEMENT OR OTHERWISE MAKING THEM
AVAILABLE TO ANY RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER
THE UK PRIIPS REGULATION.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS
ONLY TARGET MARKET -SOLELY FOR THE PURPOSES OF THE MANUFACTURER'S
PRODUCT APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT
OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT HAS LED TO THE
CONCLUSION THAT: (I) THE TARGET MARKET FOR THE SECURITIES DESCRIBED
IN THIS ANNOUNCEMENT IS ONLY ELIGIBLE COUNTERPARTIES, AS DEFINED IN
THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK, AND PROFESSIONAL
CLIENTS, AS DEFINED IN REGULATION (EU) NO 600/2014 AS IT FORMS PART
OF DOMESTIC LAW BY VIRTUE OF THE EUWA; AND (II) ALL CHANNELS FOR
DISTRIBUTION OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT TO
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE.
ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMING THE
SECURITIES DESCRIBED IN THIS ANNOUNCEMENT (A "DISTRIBUTOR") SHOULD
TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET MARKET
ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO THE FCA HANDBOOK
PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS
RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN
RESPECT OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT (BY EITHER
ADOPTING OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT)
AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF PROSPECTUS REGULATION (EU)
2017/1129 IN SUCH MEMBER STATE, AND SUCH OTHER PERSONS AS THIS
DOCUMENT MAY BE ADDRESSED ON LEGAL GROUNDS, AND NO PERSON THAT IS
NOT A RELEVANT PERSON OR QUALIFIED INVESTOR MAY ACT OR RELY ON THIS
DOCUMENT OR ANY OF ITS CONTENTS.
IN THE UK, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF PROSPECTUS REGULATION
(EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE
EUWA IN THE UK, AND SUCH OTHER PERSONS AS THIS DOCUMENT MAY BE
ADDRESSED ON LEGAL GROUNDS, AND NO PERSON THAT IS NOT A RELEVANT
PERSON OR QUALIFIED INVESTOR MAY ACT OR RELY ON THIS DOCUMENT OR
ANY OF ITS CONTENTS.
NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A
PUBLIC OFFERING OF ANY SECURITIES DESCRIBED HEREIN IN ANY
JURISDICTION IN WHICH ACTION FOR THAT PURPOSE IS REQUIRED. NO
OFFERS, SALES, RESALES OR DELIVERY OF ANY SECURITIES DESCRIBED
HEREIN OR DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO ANY
SUCH SECURITIES MAY BE MADE IN OR FROM ANY JURISDICTION EXCEPT IN
CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE
LAWS AND REGULATIONS.
IN CONNECTION WITH SECTION 309B OF THE SECURITIES AND FUTURES
ACT (CHAPTER 289) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO
TIME (THE "SFA") AND THE SECURITIES AND FUTURES (CAPITAL MARKETS
PRODUCTS) REGULATIONS 2018 OF SINGAPORE (THE "CMP REGULATIONS
2018"), THE ISSUER HAS DETERMINED, AND HEREBY NOTIFIES ALL RELEVANT
PERSONS (AS DEFINED IN SECTION 309A(1) OF THE SFA), THAT THE NOTES
ARE CAPITAL MARKETS PRODUCTS OTHER THAN "PRESCRIBED CAPITAL MARKETS
PRODUCTS" (AS DEFINED IN THE CMP REGULATIONS 2018) AND ARE
SPECIFIED INVESTMENT PRODUCTS (AS DEFINED IN MAS NOTICE SFA 04-N12:
NOTICE ON THE SALE OF INVESTMENT PRODUCTS AND MAS NOTICE FAA-N16:
NOTICE ON RECOMMENDATIONS ON INVESTMENT PRODUCTS).
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END
DOCLLLFLFDLZBBX
(END) Dow Jones Newswires
July 22, 2021 08:49 ET (12:49 GMT)
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