ACE.L Regulatory News (ACE)

4 Dec 2007 07:00

Accident Exchange Group PLC03 December 2007 ** NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), CANADA, JAPAN OR AUSTRALIA ** FOR IMMEDIATE RELEASE 3 December 2007 Accident Exchange Group Plc PRICING FOR THE OFFERING OF GBP 50 MILLION CONVERTIBLE NOTES DUE 2013 Accident Exchange Group Plc ("Accident Exchange" or the "Company") announcesthat the offering (the "Offering") of GBP 50.0 million principal amount ofConvertible Notes ("Notes") due 2013 announced this morning has been completed.The Company will use the proceeds of the offering to repay GBP 5 million of theCompany's existing secured facility and to provide additional working capitalfacilities to the Company and its subsidiaries. The Notes are structured as 5 year, premium redemption convertible notes with afixed coupon of 5.50% (payable semi-annually) and a yield to maturity of 9.75%per annum. The initial conversion price was set at £1.0773 which represents aconversion premium of 20% above the £0.8977 reference price. The issue price isset at 100% and the redemption price is 126.6%. The Offering is expected to close on or around 4 January 2008, subject to thepassing of certain shareholder resolutions in connection with the Notes at anExtraordinary General Meeting being called for the purpose ("EGM"). If theseresolutions are not approved, the Company has the option not to proceed with theissue of the Notes. A circular is expected to be despatched later this week toshareholders convening the EGM. It is intended that an application will be made for the Notes to be admitted tolisting on the Official List of the UK Listing Authority and to trading on theLondon Stock Exchange plc's Professional Securities Market. The Offering will be made outside the United States exclusively to institutionalinvestors and other "qualified investors" (as defined in the E.U. Directive 2003/71/EC). Morgan Stanley is acting as Sole Bookrunner and Lead Manager in connection withthe Offering. Ends CONTACTS: Accident Exchange Group PlcSteve Evans, Chief Executive 08700-116 719Martin Andrews, Group Finance Director 08700-053 649 Morgan StanleyJoel Hope-Bell 020-7425-8698Antoine de Guillenchmidt 020-7677-9726 Numis Securities Ltd 020-7260-1000Chris Wilkinson, Corporate Broking BanksideSteve Liebmann or Simon Bloomfield 020-7367-8888 About Accident Exchange Based in Coleshill, West Midlands, Accident Exchange delivers accident management and other solutions to automotive and insurance related sectors. Fully listed, the stock code is LSE: ACE. For further information on Accident Exchange, please visit the company's website: www.accidentexchange.com. This press release does not constitute an offer to sell or a solicitation of anoffer to purchase any securities in the United States. The securities referredto herein (including the Notes and the ordinary shares of the Company) have notbeen and will not be registered under the U.S. Securities Act of 1933, asamended (the "Securities Act") or the laws of any state within the UnitedStates, and may not be offered or sold in the United States or to or for theaccount or benefit of U.S. persons, except in a transaction not subject to, orpursuant to an applicable exemption from, the registration requirements of theSecurities Act or any state securities laws. This press release and theinformation contained herein may not be distributed or sent into the UnitedStates, or in any other jurisdiction in which offers or sales of the securitiesdescribed herein would be prohibited by applicable laws and should not bedistributed to U.S. persons or publications with a general circulation in theUnited States. No offering of the Notes is being made in the United States. This press release is for information only and does not constitute an offer tosell, purchase, exchange or transfer any securities or a solicitation of anysuch offer. This communication is directed only at persons who (i) are outsidethe United Kingdom or (ii) have professional experience in matters relating toinvestments or (iii) are persons falling within Article 49(2)(a) to (d) ("highnet worth companies, unincorporated associations etc") of The Financial Servicesand Markets Act 2000 (Financial Promotion) Order 2005 (all such persons togetherbeing referred to as "relevant persons"). This communication must not be actedon or relied on by persons who are not relevant persons. Any investment orinvestment activity to which this communication relates is available only torelevant persons and will be engaged in only with relevant persons. In connection with the Offering, Morgan Stanley (the "Stabilising Manager") orany person acting on behalf of the Stabilising Manager, may over-allot andeffect transactions with a view to supporting the market price of the Notes at alevel higher than that which might otherwise prevail. However, there is noassurance that the Stabilising Manager (or persons acting on behalf of theStabilising Manager) will undertake stabilisation action. Any stabilisationaction, if begun, may be ended at any time, but it must end no later than theearlier of 30 days after settlement and 60 days after the allotment of theNotes. This information is provided by RNS The company news service from the London Stock Exchange