Tender Offer
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 TENDER OFFER
Admiral Group
plc announces Tender Offer for
its
£200,000,000
5.500 per cent. Subordinated
Notes due
2024
27 June 2023. Admiral Group plc (the
"Company") announces today an invitation to
holders of its £200,000,000 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 of the Notes |
|
ISIN |
|
Outstanding principal
amount |
Maturity Date |
Benchmark Security |
Purchase Spread |
|
Amount Subject to the Offer |
|
5.500 per cent. Subordinated Notes due 2024 |
|
XS1090334050 |
|
£200,000,000 |
25 July 2024 |
UKT 1% due 22 April 2024 (ISIN: GB00BFWFPL34) |
105 bps |
|
Any and all |
|
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 £100,000 and integral multiples of £1,000 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 OfferAnnouncement of the Offer
and intention of the Company to issue the New Notes. Tender Offer
Memorandum available from the Tender Agent and Preliminary
Prospectus available from the Joint Lead Managers. |
|
27 June 2023 |
Pricing of the New NotesExpected pricing of the
New Notes. |
|
Expected to be prior to the Expiration Deadline. |
Expiration DeadlineFinal deadline for receipt of
valid Tender Instructions by the Tender Agent in order for
Noteholders to be able to participate in the Offer. |
|
4.00 p.m. (London time) on 4 July 2023 |
Price Determination TimeDetermination of (i) the
Benchmark Security Rate, (ii) the Purchase Yield and (iii) the
Purchase Price. |
|
At or around 11:00 am (London time) on the Business Day following
the Expiration Deadline |
Results AnnouncementAnnouncement by the Company of
whether it will accept valid tenders of Notes pursuant to the Offer
(conditional upon satisfaction or waiver of the New Financing
Condition 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). |
|
As soon as reasonably practicable following the Price Determination
Time |
Settlement DateSubject to satisfaction or waiver
of the New Financing Condition, payment of the Purchase Price and
Accrued Interest Payment for any Notes accepted for purchase and
settlement of such purchases. |
|
Expected to be 7 July 2023 |
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 plc8 Canada SquareLondon E14
5HQTelephone: +44 20 7992 6237Email: LM_EMEA@hsbc.comAttention:
Liability Management, DCM |
|
Lloyds Bank Corporate Markets plc10 Gresham
StreetLondon EC2V 7AETelephone: +44 (0) 20 7158 1726 / 3939Email:
LBCMLiabilityManagement@lloydsbanking.comAttention: Liability
Management Team |
UBS AG London Branch5 BroadgateLondon EC2M
2QSTelephone: +44 20 7568 1121Email:
ol-liabilitymanagement-eu@ubs.comAttention: 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 AgentKroll
Issuer Services LimitedThe Shard32 London Bridge
StreetLondon SE1 9SGAttention: Owen MorrisTelephone: +44 20 7704
0880Email: 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 1° 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 WalesRegistration number: 03849958LEI:
213800FGVM7Z9EJB2685
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