The Ardonagh Group Completes Acquisition of Swinton (Holdings) Limited and Exchange of Notes

31 December 2018

Further to its 19 November 2018 announcement, The Ardonagh Group (“the Group”) announces that, following receipt of regulatory approval, it has completed the acquisition of Swinton (Holdings) Limited (“Swinton”) and has exchange its $235 million 8.625% senior secured temporary notes due 2023 (the “Temporary Notes”) for an equivalent amount of 8.625% senior secured notes due 2023 (the “New Notes”). The New Notes were issued pursuant to the Group’s existing senior secured notes indenture dated June 20, 2017.

A portion of the Temporary Notes proceeds, originally deposited in escrow pending regulatory approval of the Swinton acquisition and, separately, the acquisition of Minton House Group Limited, Health and Protection Solutions Limited and Professional Fee Protection Limited**, as announced on 29 October 2018, were released in order to complete the Swinton Acquisition. The remaining escrowed proceeds will be released upon the completion of the acquisition of Minton House Group Limited, Health and Protection Solutions Limited and Professional Fee Protection Limited.

The Regulation S New Notes have been issued with ISIN USG04597AA19 and CUSIP G04597 AA1.

The Rule 144A New Notes have been issued with ISIN US039854AB02 and CUSIP 039854 AB0.

**subject to a number of conditions including regulatory approval


Notes to Editors

Regulatory Notice

The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The offering of the Notes will be made only in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States in offshore transactions in reliance on Regulation S under the Securities Act to persons other than retail investors in the European Economic Area, whereby a retail investor is defined as 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 2016/97/EU (as amended, 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; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the “Prospectus Directive”). No approved prospectus within the meaning of the Prospectus Directive is required is connection with the offering of the Notes.

This announcement may contain inside information of the Group.

MiFID II professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

In the United Kingdom, this communication is directed only at (i) persons who 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 (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) in connection with the issue or sale of any notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Investor Relations Contact

Karen Noakes - Director - FP&A and Investor Relations

Email: karen.noakes@ardonagh.com