TIDMADM
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.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING
PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE
ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW)
LAUNCH OF TER OFFER
Admiral Group plc announces Tender Offer for its GBP200,000,000
5.500 per cent. Subordinated Notes due 2024
27 June 2023. Admiral Group plc (the "Company") announces today
an invitation to holders of its GBP200,000,000 5.500 per cent.
Subordinated Notes due 2024 (ISIN: XS1090334050) (the "Notes") to
tender any and all of such Notes for purchase by the Company for
cash subject to satisfaction (or waiver by the Company) of the
conditions (including the New Financing Condition) as set out in a
tender offer memorandum dated 27 June 2023 (the "Tender Offer
Memorandum") prepared by the Company (the "Offer").
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.
For detailed terms of the Offer, please refer to the Tender
Offer Memorandum, copies of which are (subject to distribution
restrictions) available from the Tender Agent as set out below.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
Rationale for the Offer
The purpose of the Offer and the proposed issue of Sterling
denominated Fixed Rate Subordinated Notes by the Company (the "New
Notes") is part of the Company's active management of its debt
profile and capital base. The net proceeds from the issue of the
New Notes will be used by the Company to fund the general business
and commercial activities of itself and its subsidiaries, including
the refinancing of the Notes pursuant to the Offer.
Summary of the Offer
A summary of certain of the terms of the Offer appears
below:
Description ISIN Outstanding Benchmark Purchase Amount Subject
of the Notes principal Maturity Security Spread to the Offer
amount Date
5.500 per XS1090334050 GBP200,000,000 25 July UKT 1% due 105 bps Any and all
cent. Subordinated 2024 22 April
Notes due 2024 (ISIN:
2024 GB00BFWFPL34)
Details of the Offer
Purchase Price and Accrued Interest Payment
The Company will pay, for Notes validly tendered and accepted by
it for purchase pursuant to the Offer (and subject to satisfaction
or waiver of the New Financing Condition), a cash purchase price
(the "Purchase Price"). The Purchase Price will be calculated by
the Dealer Managers (in consultation with the Company) in the
manner described in the following paragraph by reference to the
Purchase Yield, which shall be the sum of the Purchase Spread and
the Benchmark Security Rate.
The Purchase Price (expressed as a percentage and rounded to the
nearest 0.001 per cent., with 0.0005 per cent. being rounded
upwards) will be determined by the Dealer Managers (in consultation
with the Company) at the Price Determination Time in accordance
with market convention and is intended to reflect a yield to the
maturity date of the Notes (being 25 July 2024, and calculated
assuming full payment of principal on such date) on the Settlement
Date based on the Purchase Yield. Specifically, the Purchase Price
will equal (a) the value of all remaining payments of principal and
interest on the Notes up to and including the maturity date of the
Notes (being 25 July 2024, and assuming full payment of principal
on such date), discounted to the Settlement Date at a discount rate
equal to the Purchase Yield, minus (b) the Accrued Interest.
The determination of the Purchase Price by the Dealer Managers
(in consultation with the Company) will, in the absence of manifest
error, be final and binding on all parties.
In addition to the Purchase Price, the Company will also pay an
Accrued Interest Payment in respect of all Notes purchased pursuant
to the Offer.
New Financing Condition; No Obligation to accept Tenders
The Company is today announcing its intention to issue the New
Notes, subject to market conditions.
The Company is not under any obligation to accept any tender of
Notes for purchase pursuant to the Offer. The acceptance for
purchase by the Company of Notes tendered pursuant to the Offer is
at the sole and absolute discretion of the Company and tenders may
be rejected by the Company for any reason.
The purchase of any Notes by the Company pursuant to the Offer
is also subject, without limitation, to the successful completion
(in the sole determination of the Company) of the issue of the New
Notes (the "New Financing Condition").
Any acceptance by the Company prior to satisfaction of the New
Financing Condition of Notes tendered for purchase in the Offer
shall be conditional upon subsequent satisfaction or waiver of the
New Financing Condition.
The Company reserves the right at any time to waive any or all
of the conditions of the Offer (including the New Financing
Condition) as set out in this Tender Offer Memorandum.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the Final
Prospectus and no reliance is to be placed on any representations
other than those contained in the Final Prospectus. Subject to
compliance with all applicable securities laws and regulations, the
Preliminary Prospectus and (following pricing of the New Notes) the
Final Prospectus are available from HSBC Bank plc, Lloyds Bank
Corporate Markets plc and UBS AG London Branch (in their capacity
as joint lead managers of the New Notes (the "Joint Lead
Managers")) on request.
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.
The New Notes are complex financial instruments and are not a
suitable or appropriate investment for all investors. In some
jurisdictions, regulatory authorities have adopted or published
laws, regulations or guidance with respect to the offer or sale of
securities with features similar to the New Notes to retail
investors.
The target market of the New Notes is "eligible counterparties"
as defined in FCA Handbook Conduct of Business Sourcebook ("COBS")
and "professional clients", as defined in Regulation (EU) No.
600/2014 as it forms part of domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018 (the "EUWA")
("UK MiFIR"). No action has been or will be taken in any
jurisdiction in relation to the New Notes to permit a public
offering of securities. Furthermore, no key information document
required by Regulation (EU) No 1286/2014 (the "EU PRIIPs
Regulation") or 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 New Notes or otherwise making them
available to retail investors in the European Economic Area (the
"EEA") or the United Kingdom (the "UK") has been (or is intended to
be) prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the EEA
or the UK may be unlawful under the EU PRIIPs Regulation or the UK
PRIIPs Regulation (as applicable).
New Notes Priority Allocation
The Company will, in connection with the allocation of the New
Notes, consider among other factors whether or not the relevant
investor seeking an allocation of the New Notes has - prior to
pricing and allocation of the New Notes - validly tendered or
indicated its firm intention to any of the Dealer Managers to
tender the Notes (and the notional amount of Notes such investor
has tendered or intends to tender) and indicated its firm intention
to any of the Joint Lead Managers to subscribe for the New Notes.
Therefore, a Noteholder that wishes to subscribe for New Notes in
addition to validly tendering Notes for purchase pursuant to the
Offer may, at the sole and absolute discretion of the Company and
subject to the selling restrictions that will be set out in the
Final Prospectus, receive priority in the allocation of the New
Notes, subject to the terms set out in the Tender Offer Memorandum,
the satisfaction or waiver of the New Financing Condition and such
Noteholder also making a separate application for the purchase of
such New Notes to a Joint Lead Manager in accordance with the
standard new issue procedures of such Joint Lead Manager. However,
the Company is not obliged to allocate the New Notes to a
Noteholder who has validly tendered or indicated a firm intention
to tender Notes pursuant to an Offer; and if New Notes are
allocated to a Noteholder the principal amount thereof may be less
(or
more) than the aggregate principal amount of the Notes validly
tendered by such Noteholder in the Offer and accepted for purchase
by the Company. Any such priority allocation will also take into
account (among other factors) the minimum denomination of the New
Notes, being GBP100,000 and integral multiples of GBP1,000 in
excess thereof. To contact the Dealer Managers, Noteholders should
use the contact details set out in this announcement.
All allocations of the New Notes, while being considered by the
Company 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 this Tender Offer Memorandum irrespective of whether
that Noteholder receives all, part or none of any allocation of New
Notes for which it has applied.
Existing 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 Company or any Dealer Manager an indication of
its firm intention to tender their Notes for purchase and the
principal amount of the Notes that it intends to tender pursuant to
the Offer.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest Payment pursuant to the
Offer, Noteholders must validly tender their Notes 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 4 July 2023 (the "Expiration Deadline"). Tender
Instructions will be irrevocable, except in the limited
circumstances described in the Tender Offer Memorandum.
Only Direct Participants may submit Tender Instructions. Each
Noteholder that is not a Direct Participant must arrange for the
Direct Participant through which such Noteholder holds its Notes to
submit a valid Tender Instruction on its behalf to the relevant
Clearing System before the deadlines specified by the relevant
Clearing System (which will be earlier than the deadlines specified
below).
Indicative Offer Timetable
The following table sets out the expected dates and times of the
key events relating to the Offer. This is an indicative timetable
and is subject to change.
Events Date and time
(all times are London
time)
Commencement of the Offer
Announcement of the Offer and intention of 27 June 2023
the Company to issue the New Notes. Tender
Offer Memorandum available from the Tender
Agent and Preliminary Prospectus available
from the Joint Lead Managers.
Pricing of the New Notes
Expected pricing of the New Notes. Expected to be prior
to the Expiration
Deadline.
Expiration Deadline
Final deadline for receipt of valid Tender 4.00 p.m. (London
Instructions by the Tender Agent in order time) on
for Noteholders to be able to participate 4 July 2023
in the Offer.
Price Determination Time
Determination of (i) the Benchmark Security At or around 11:00
Rate, (ii) the Purchase Yield and (iii) the am (London time)
Purchase Price. on the Business
Day following the
Expiration Deadline
Results Announcement
Announcement by the Company of whether it As soon as reasonably
will accept valid tenders of Notes pursuant practicable following
to the Offer (conditional upon satisfaction the Price Determination
or waiver of the New Financing Condition Time
on or prior to the Settlement Date) and,
if so (i) the Benchmark Security Rate, (ii)
the Purchase Yield, (iii) the Purchase Price
and (iv) the aggregate principal amount of
Notes to be accepted for purchase pursuant
to the Offer (conditional upon satisfaction
or waiver of the New Financing Condition
on or prior to the Settlement Date).
Settlement Date
Subject to satisfaction or waiver of the Expected to be
New Financing Condition, payment of the Purchase 7 July 2023
Price and Accrued Interest Payment for any
Notes accepted for purchase and settlement
of such purchases.
The above dates and times are subject, where applicable, to the
right of the Company to extend, re-open, amend, waive any condition
of and/or terminate the Offer. Noteholders are advised to check
with any bank, securities broker or other intermediary through
which they hold Notes whether such intermediary would require to
receive instructions to participate in the Offer before the
deadlines specified above. The deadlines set by each Clearing
System and instructions for the submission of Tender Instructions
will also be earlier than the relevant deadlines above.
Unless stated otherwise, announcements relating to the Offer
will be made: (i) by the delivery of notices to the Clearing
Systems for communication to Direct Participants; and (ii) via an
RIS. Such announcements may also be made by the issue of a press
release to a Notifying News Service and may also be found on the
relevant Reuters International Insider Screen and on the Offer
Website. Copies of all announcements, notices and press releases
can also be obtained from the Tender Agent, the contact details for
which are below. All documentation relating to the Offer and any
updates will be available via the Offer Website:
https://deals.is.kroll.com/admiralgroup.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
HSBC Bank plc, Lloyds Bank Corporate Markets plc and UBS AG
London Branch are acting as Dealer Managers for the Offer and Kroll
Issuer Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers.
Dealer
Managers
HSBC Bank plc Lloyds Bank Corporate Markets
8 Canada Square plc
London E14 5HQ 10 Gresham Street
Telephone: +44 20 7992 6237 London EC2V 7AE
Email: LM_EMEA@hsbc.com Telephone: +44 (0) 20 7158
Attention: Liability Management, 1726 / 3939
DCM Email: LBCMLiabilityManagement@lloydsbanking.com
Attention: Liability Management
Team
UBS AG London Branch
5 Broadgate
London EC2M 2QS
Telephone: +44 20 7568 1121
Email: ol-liabilitymanagement-eu@ubs.com
Attention: Liability Management Desk
Questions and requests for assistance in connection with the procedures
for participating in the Offer, including the delivery of Tender
Instructions, may be directed to the Tender Agent.
The Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Attention: Owen Morris
Telephone: +44 20 7704 0880
Email: admiralgroup@is.kroll.com
Website: https://deals.is.kroll.com/admiralgroup
This announcement is released by Admiral Group plc and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of Regulation (EU)
596/2014 ("MAR"), as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("UK
MAR"), encompassing information relating to the Offer described
above. For the purposes of UK MAR and Article 2 of the binding
technical standards published by the FCA in relation to MAR as
regards Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Daniel Caunt, Group Company Secretary and
General Counsel at Admiral Group plc.
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 and/or the Tender Offer Memorandum or the action it
should take, it is recommended to seek its own financial,
regulatory and legal advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, regulatory, 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. The Dealer Managers are acting exclusively
for the Company and no one else in connection with the arrangements
described in this announcement and the Tender Offer Memorandum and
will not be responsible to any Noteholder for providing the
protections which would be afforded to customers of the Dealer
Managers or for advising any other person in connection with the
Offer. None of the Company, the Dealer Managers or the Tender Agent
has made or will make any assessment of the merits and risks of the
Offer or of the impact of the Offer on the interests of the
Noteholders either as a class or as individuals, and none of them
makes any recommendation as to whether Noteholders should tender
Notes pursuant to the Offer. None of the Company,
the Dealer Managers 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 and/or the Tender Offer Memorandum. 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 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 invitation or to participate in the Offer
under applicable securities laws. The distribution of this
announcement and 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 Company, the Dealer Managers
and the Tender Agent to inform themselves about, and to observe,
any such restrictions. Neither this announcement nor the Tender
Offer Memorandum constitutes an offer to buy or the solicitation of
an offer to sell Notes, and tenders of Notes in the Offer will not
be accepted from Noteholders, in any circumstances in which such
offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and any of the Dealer Managers or and
of their respective affiliates is such a licensed broker or dealer
in such jurisdictions, the Offer shall be deemed to be made on
behalf of the Company by such Dealer Manager or such affiliate, as
the case may be, and no Offer is made in any such jurisdiction
where the Dealer Managers or their affiliates are not so
licensed.
Nothing in this announcement nor the Tender Offer Memorandum or
the electronic transmission thereof constitutes an offer to sell or
the solicitation of an offer to buy the New Notes in the United
States or any other jurisdiction. 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, in
the United States
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails 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.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States. 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 or to any persons located or
resident in the United States. 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, or by any person acting for the account or benefit of, a 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 will be invalid
and will not be accepted.
Each Noteholder participating in the Offer will represent that
it is not located in the United States and is not participating in
such 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 such Offer
from the United States. For the purposes of this and the above
paragraph, "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.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer in respect of the Notes 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, as amended. 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, and are only for circulation
to persons outside the United Kingdom or to persons within 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 (the
"Order")), or within Article 43(2) of the Order, or within Article
49(2)(a) to (d) of the Order, or to other persons to whom it may
lawfully be communicated in accordance with the Order.
France
The Offer is not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors
(investisseurs qualifiés) as referred to in Article L.411-2 1deg of
the French Code monétaire et financier and defined in Article 2(e)
of Regulation (EU) 2017/1129 (as amended). None of this
announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offer have been or shall be distributed
in France other than to qualified investors (investisseurs
qualifiés) and only qualified investors (investisseurs qualifiés)
are eligible to participate in the Offer. This announcement, the
Tender Offer Memorandum and any other document or material relating
to the Offer have not been and will not be submitted for clearance
to nor approved by the Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer have been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Offer is being carried out in the Republic of 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.
Noteholders, or beneficial owners of the Notes, can tender some
or all of their Notes 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 or the Offer.
Eligibility and availability of the New Notes
UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS
ONLY TARGET MARKET -- Solely for the purposes of the manufacturers'
product approval process, the target market assessment in respect
of the New Notes described in the Tender Offer Memorandum has led
to the conclusion that: (i) the target market for the New Notes is
only eligible counterparties, as defined in COBS, and professional
clients, as defined in UK MiFIR; and (ii) all channels for
distribution of the New Notes to such eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the New Notes (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 New Notes (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS -- The New Notes
are not intended 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 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
amended, "MiFID II"); or (ii) a customer within the meaning of
Directive (EU) 2016/97, 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 the
EU PRIIPs Regulation for offering or selling the New Notes or
otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS -- The New Notes are
not intended 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 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 of the United Kingdom by virtue of
the EUWA; (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 UK MiFIR. Consequently no key information document
required by the UK PRIIPs Regulation for offering or selling the
New Notes or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or selling the New
Notes or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation.
Admiral Group plc
Incorporated in England and Wales
Registration number: 03849958
LEI: 213800FGVM7Z9EJB2685
(END) Dow Jones Newswires
June 27, 2023 04:23 ET (08:23 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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