25 May 2017

KIRS Midco 3 plc today announces that it has launched an offering of £800 million sterling-equivalent senior secured notes (the “Notes”) alongside committing to enter into a £90 million super senior revolving credit facility agreement between, among others, KIRS Midco 3 plc as parent, the financial institutions named therein as mandated lead arrangers, the financial institutions named therein as original lenders, Bank of America Merrill Lynch International Limited as agent and Citibank, N.A., London Branch as common security agent. The Notes are being issued in connection with the previously announced proposed combination of HPS Investment Partners and Madison Dearborn Partners’ investments in the UK general insurance industry, which include the Towergate Group and majority stakes in Autonet and Price Forbes, along with two recently announced acquisitions, Chase Templeton and Ryan Direct Group1 under a single holding company, KIRS Group (the “Group”). Pending the completion of the formation of the Group1 the proceeds of the offering of the Notes will be deposited into escrow accounts. Upon completion of the formation of the Group 1, the proceeds of the offering of the Notes will be used to: (i) repay amounts outstanding under the £425,000,000 in aggregate principal amount of 8.75% Senior Secured Notes issued by KIRS Finco plc (formerly TIG Finco plc) (the “Senior Secured Notes”) and £75,000,000 in aggregate principal amount of Floating Rate Super Senior Secured Notes issued by KIRS Finco plc  (the “Super Senior Secured Notes” and together with the Senior Secured Notes, the “Existing Notes”); (ii) pay certain call premiums and accrued interest on the Existing Notes; (iii) repay certain existing other indebtedness; (iv) finance the acquisitions of Chase Templeton and Ryan Direct Group; (v) pay certain costs, fees and expenses and (vi) add cash to the balance sheet.

 

This announcement contains inside information by KIRS Finco plc under Regulation (EU) 596/2014 (16 April 2014).

 

Cautionary Statement

This press release is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States or in any other jurisdiction. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or applicable state or foreign securities laws and may not be offered or sold in the United States absent registration under federal or applicable state securities laws or an applicable exemption from such registration requirements. The Notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act.

This announcement is for information purposes only and is directed only at persons who are: (1) located outside the United States and are (a) persons in member states of the European Economic Area (the “EEA”) who are qualified investors (as defined in EU Prospectus Directive 2003/71/EC (as amended, including by EU Directive 2010/73/EU to the extent implemented in the relevant member state)); (b) persons in the United Kingdom who are qualified investors and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”); or (ii) persons falling within Article 49(2) (a) to (d) of the Order (“high net worth companies, unincorporated associations, etc.”); or (iii) persons to whom it may otherwise be lawfully communicated or (2) reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) (all such persons in (1) and (2) together being referred to as “relevant persons”). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so.

 

Forward Looking Statements

This press release may include “forward looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements can be identified by the use of forward looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts and include statements regarding the intentions, beliefs or current expectations of KIRS Group and its shareholders. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward looking statements are not guarantees of future performance and that actual facts may differ materially from the forward looking statements contained in this press release. Given these risks and uncertainties, you should not rely on forward looking statements as a prediction of actual results.


1The formation of the Group and the acquisitions of Chase Templeton and Direct Group are each subject to regulatory approvals and other customary conditions to completion

 

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