Sabre Insur Regulatory News (SBRE)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in the United States of America or in any other jurisdiction, including in or into the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction where it is unlawful to distribute this announcement. Investors should not subscribe for or purchase any Ordinary Shares (as defined below) referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") in its final form published by Sabre Insurance Group plc (together with its subsidiary undertakings upon Admission (as defined below), "Sabre" or the "Group") on 23 November 2017, as supplemented by the pricing statement dated 6 December 2017 (the "Pricing Statement"), in connection with the proposed admission of its Ordinary Shares to the premium listing segment of the Official List of the FCA and to trading on London Stock Exchange plc's main market for listed securities ("Admission"). A copy of the Prospectus is available for inspection at www.corporate.sabre.co.uk (subject to applicable securities laws) and from the Company's registered office at Sabre House, 150 South Street, Dorking, Surrey RH4 2YY.

For Immediate Release

6 December 2017

SABRE INSURANCE GROUP PLC

Announcement of Offer Price

Following announcements by Sabre Insurance Group plc ("Sabre" or the "Company") on 23 November 2017 of the offer price range and the publication of the Prospectus in connection with the initial public offer of its ordinary shares (the "Ordinary Shares") (the "Offer"), Sabre today announces the successful pricing of the Offer at 230 pence per Ordinary Share (the "Offer Price"). Based on the Offer Price, the market capitalisation of the Company will be £575 million at the commencement of conditional dealings.

Geoff Carter, Chief Executive Officer of Sabre, said:

"We are delighted with the response we have received from investors. This reflects the strong and profitable track record the business has built over previous years, as well as the bright future that lies ahead of us. We look forward to building valuable, long-term relationships with our new shareholders."

Patrick Snowball, Chairman of Sabre, added:

"This is a significant milestone in the Group's development. The board believes Sabre has the right attributes to thrive as a listed business and capitalise on the opportunities that have been identified to deliver value to shareholders in the future."

Offer highlights

· The Offer Price has been set at 230 pence per Ordinary Share.

· Based on the Offer Price, the market capitalisation of Sabre at the commencement of conditional dealings will be £575 million.

· The Offer comprises 125,000,000 Ordinary Shares equating to an offer size of £287.5 million, representing 50 per cent. of Sabre's share capital on Admission, excluding the Over-allotment Option.

· Immediately following Admission, the issued share capital of Sabre will be 250,000,000 Ordinary Shares.

· The Company will receive net proceeds of approximately £206 million which will be used by the Company to purchase the Topco Preference Shares, which are 99.9 per cent. owned by funds advised by BC Partners LLP (the "Major Shareholder"), Angus Ball and Keith Morris, for cash consideration. It is intended that Barbados Topco Limited will redeem the Topco Preference Shares shortly after Admission. Any primary proceeds from the Offer received by the Company in excess of the amount required to purchase the Topco Preference Shares will be used to pay commissions, fees and expenses relating to the issue of the New Ordinary Shares.

· Certain of the Existing Shareholders have agreed to sell Existing Ordinary Shares pursuant to the Offer and will receive net proceeds of approximately £72.5 million in aggregate, assuming no exercise of the Over-allotment Option.

· The Major Shareholder has granted Barclays Bank PLC, as stabilising manager, the Over-allotment Option of 12,500,000 Ordinary Shares, representing 10 per cent. of the Ordinary Shares comprised in the Offer. If the Over-allotment Option were exercised in full, the Major Shareholder would receive gross proceeds from the sale of these shares of approximately £28.8 million.

Admission and dealings

· Conditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange at 8.00 a.m. on 6 December 2017 under the ticker "SBRE" and ISIN GB00BYWVDP49. Investors should note that only investors who applied for, and were allocated, Ordinary Shares in the Institutional Offer or (save in certain circumstances) the Intermediaries Offer will be able to deal in the Ordinary Shares on a conditional basis.

· Admission is expected to become effective, and unconditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange, at 8.00 a.m. on 11 December 2017.

· The Pricing Statement relating to the Offer will be submitted to the FCA and, following publication, will be available free of charge at Sabre's registered office at Sabre House, 150 South Street, Dorking, Surrey RH4 2YY. In addition, the Pricing Statement will (subject to certain restrictions) be made available on Sabre's website at www.corporate.sabre.co.uk.

Further information

· Subject to satisfying the appropriate criteria, the Company may be eligible, following completion of the Offer, for inclusion in the FTSE UK Index Series at the quarterly review in March 2018.

· In relation to the Offer and Admission, Barclays Bank PLC and Numis Securities Limited are acting as Joint Global Co-ordinators, Joint Sponsors and Joint Bookrunners. Joh. Berenberg, Gossler & Co. KG and Peel Hunt LLP are acting as Co-lead Managers.

Enquiries

Expected Timetable of Principal Events

Forward Looking Statements

This announcement contains "forward looking" statements. These forward looking statements involve known and unknown risks and uncertainties, many of which are beyond Sabre's control and all of which are based on the Directors' current beliefs and expectations about future events. These forward looking statements may be identified by the use of forward looking terminology, including the terms "believes", "estimates", "anticipates", "projects", "expects", "intends", "aims", "plans", "predicts", "may", "will", "seeks" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors concerning, among other things, the Group's results of operations, financial condition, prospects, growth, strategies and the industry in which the Group operates.

These forward looking statements and other statements contained in this announcement regarding matters that are not historical facts are only predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Sabre. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward looking statements. In addition, even if the operations, results of operations, financial position and the development of the markets and the industry in which Sabre operates is consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations. Forward looking statements may, and often do, differ materially from actual results. Any forward looking statements in this announcement reflect Sabre's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Sabre's financial position, operations, results of operations, growth, strategy and expectations. The forward looking statements contained in this announcement speak only as of the date of this announcement. New factors will emerge in the future, and it is not possible for Sabre to predict which factors they will be. In addition, Sabre cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward looking statements. The Group disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any change in its expectations or any change in the events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and the EU Market Abuse Regulation.

Each of Barclays Bank PLC ("Barclays"), Numis Securities Limited ("Numis"), Evercore Partners International LLP ("Evercore"), Joh. Berenberg, Gossler & Co. KG ("Berenberg") and Peel Hunt LLP ("Peel Hunt"), and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statements contained in this announcement whether as a result of new information, future developments or otherwise.

Important Notice

Neither this announcement nor any copy of it may be made or transmitted into the United States of America, or distributed, directly or indirectly, in the United States of America. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States of America, Australia, Canada, Japan or South Africa or in any jurisdiction in which such offer or solicitation is unlawful.

The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States of America and may not be offered or sold in the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with such other applicable laws. There will be no public offering of the securities in the United States of America. The securities referred to herein have not been registered under the applicable securities laws of, Canada, Australia, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Canada, Australia, Japan or South Africa or to any national, resident or citizen of Canada, Australia, Japan or South Africa.

This announcement is not an offer of, or solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in the United States of America or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus, as supplemented by the Pricing Statement, published by Sabre in connection with the proposed admission of its Ordinary Shares to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange plc's main market for listed securities. Copies of the Prospectus and the Pricing Statement (when published) will be available for inspection from the Company's registered office at Sabre House, 150 South Street, Dorking, Surrey RH4 2YY and from the Company's website www.corporate.sabre.co.uk (subject to applicable securities laws).

Any purchase of Ordinary Shares in the Offer should be made solely on the basis of the information contained in the Prospectus, as supplemented by the Pricing Statement, published in connection with the Offer. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they understand and accept fully the risks which are set out in the Prospectus. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

This announcement does not constitute a recommendation concerning the Offer. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that are set out in the Prospectus. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. There is no guarantee that Admission will occur and you should not base your financial decisions on Sabre's intentions in relation to Admission at this stage. Potential investors should consult a professional advisor as to the suitability of the Offer for the entity concerned.

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), as amended from time to time, including by Directive 2010/73/EC, and otherwise to persons to whom it may otherwise lawfully be communicated (all such persons being referred to as "Relevant Persons"). Nothing in this announcement constitutes investment advice and 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 such persons. Other persons should not rely or act upon this announcement or any of its contents. By accepting this announcement you represent and agree that you are a Relevant Person.

Barclays, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, and Numis, Evercore and Peel Hunt which are authorised and regulated by the FCA in the United Kingdom, and Berenberg, which is authorised by the German Financial Supervisory Authority and subject to limited regulation by the FCA, are acting exclusively for Sabre and no one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than Sabre for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offer, Barclays, Numis, Evercore, Berenberg and Peel Hunt, and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of Sabre or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Barclays, Numis, Evercore, Berenberg and Peel Hunt, or any of their respective affiliates, acting as investors for their own accounts. In addition Barclays, Numis, Evercore, Berenberg and Peel Hunt may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements where Ordinary Shares are used as collateral, that could result in Barclays, Numis, Evercore, Berenberg and Peel Hunt acquiring shareholdings in Sabre. None of Barclays, Numis, Evercore, Berenberg and Peel Hunt intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, none of Barclays, Numis, Evercore, Berenberg and Peel Hunt, or any of their respective affiliates, directors, personally liable partners, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Sabre, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The Offer timetable, including the date of Admission may be influenced by factors such as market conditions. There is no guarantee that the Offer and Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Offer and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

In connection with the Offer, a stabilising manager, or any of its agents or affiliates, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares and effect other transactions to maintain the market price of the Ordinary Shares at a level other than that which might otherwise prevail in the open market. The stabilising manager may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 10 per cent. of the total number of Ordinary Shares comprised in the Offer. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise, and may be undertaken at any time during the period from the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents or affiliates to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken with the intention of stabilising the market price of the Ordinary Shares above the offer price. Except as required by law or regulation, neither the stabilising manager nor any of its agents or affiliates intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given.