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esure Group Plc - Tender Offer - Max Acceptance Amount Announcement

esure announces Maximum Acceptance Amount

13 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Lonse (Source: esure Group plc)


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"Maximum Acceptance Amount


The Maximum Acceptance Amount, which is the maximum aggregate nominal amount of Notes the Offeror proposes to accept for purchase pursuant to the Offer, has been set at £100,000,000 (although the Offeror reserves the right, in its sole discretion, to accept significantly less than (or none of) such amount for purchase pursuant to the Offer, as further described in the tender offer memorandum dated 13 June 2023 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offer). The Offeror's purchase of any Notes validly tendered in the Offer is also subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Notes.


The Offer is being made on the terms and subject to the conditions contained in the Tender Offer Memorandum, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.


Pricing of the New Notes


The Offeror also announces that it has priced £100,000,000 in aggregate nominal amount of Reset Subordinated Notes due 2033 (the New Notes). The New Notes will pay an initial coupon of 12.00 per cent. per annum up to 20 December 2028 (being the Reset Date) and thereafter at the Reset Rate of Interest (as further described in the offering memorandum to be prepared by the Offeror in connection with the issue and listing of the New Notes (including any amendment or supplement thereto, the Offering Memorandum)). Settlement of the New Notes is expected to take place on or about 20 June 2023 and an application will be made for the New Notes to be listed on the Global Exchange Market of the Irish Stock Exchange plc, trading as Euronext Dublin."


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esure Group plc launches cash Tender Offer

13 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Lonse (Source: esure Group plc)


"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)."


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"Summary


A summary of certain key terms relevant to the Offer appears below:



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."


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