The Ardonagh Group Closes Mirror Notes Offering
19 November 2018
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Further to its 5 November 2018 announcement, The Ardonagh Group (“the Group”) announces that it has issued its $235 million 8.625% senior secured notes due 2023 (the “Notes”), pursuant to a temporary indenture. The proceeds will be used to finance in part the purchase of Swinton (Holdings) Limited*, as announced on 27 September 2018, in connection with the acquisitions of Minton House Group Limited, Health and Protection Solutions Limited and Professional Fee Protection Limited**, as announced on 29 October 2018, and for general corporate purposes including the funding of further acquisitions.
The Notes proceeds are being held in escrow pending, among other things, regulatory approval for the acquisitions. Upon receipt of regulatory approval for the acquisitions, the applicable portions of Notes will be cancelled and automatically exchanged for an equivalent amount of 8.625% senior secured notes due 2023 (the “New Notes”) to be issued under the Group’s existing indenture dated June 20, 2017.
The Regulation S Notes have been issued with ISIN USG04597AB91 and CUSIP G04597 AB9.
The Rule 144A Notes have been issued with ISIN US039854AA29 and CUSIP 039854 AA2.
The New Notes will be issued with new and distinct ISIN and CUSIP identifiers.
*subject to regulatory approval
**subject to a number of conditions including regulatory approval
Notes to Editors.
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.