Announcement of Admiral Markets AS Tier 2 bond buyback offer and planned merger of Admiral Markets AS and Admirals Group AS Admiral Markets AS (registry code 10932555) announces the buyback of up to 18,268 Tier 2 bonds issued on 28 December 2017 (ISIN code EE3300111251, nominal value EUR 100 per bond, with maturity date 28 December 2027, hereinafter the bond) during the period from 23 May 2023 to 2 June 2023 at the price of EUR 104.53 per bond. The value date of the bond transaction is 7 June 2023 or a date close to it. Buyback offer is addressed only to current bond investors of Admiral Markets AS (hereinafter investor). Reasons for the offer Admiral Markets AS is an investment firm incorporated in Estonia which is licensed to provide investment services under authorisation granted by the Estonian Financial Supervision and Resolution Authority in the European Union and European Economic Area and which belongs to the Admirals group. Admirals group is an international trademark for financial services under which the clients are provided with margin online trading services on the over-the-counter market as well as instruments listed on the stock exchange. Admirals group parent company Admirals Group AS is physically represented in 18 countries through its regulated investment firm subsidiaries (including Admiral Markets AS) and has a client portfolio in more than 145 countries.
This year, Admirals Group AS plans to restructure the group as of which Admiral Markets AS and Admirals Group AS merge. Hence, Admiral Markets AS intends to withdraw the investment company license granted to Admiral Markets AS in Estonia. The Group operates today internationally under many widely recognized licenses issued by the Financial Conduct Authority (FCA) for the UK, the Australian Securities and Investments Commission (ASIC) for Australia, the Cyprus Securities and Exchange Commission (CySEC) for Cyprus, Jordan Securities Commission (JSC) for Jordan, Financial Sector Conduct Authority (FSCA) for South Africa, Investment Industry Regulatory Organization of Canada (IIROC), Capital Markets Authority for Kenya, and the Financial Services Authority (FSA) for the Seychelles as well as newly established Crypto License in Cyprus (CySEC). The restructuring stems from the fundamental necessity and choice to expand the Group’s presence globally, as the Company has substantially positioned itself in new regions during recent years. The on-going change shall have no impact on the existing Group’s clients.
Albeit the restructuring, Estonia remains the Company’s strategic location. The Company continues to be headquartered in Tallinn, Estonia with more than 100 employees. As well, MoneyZen, the lending platform owned by the company is regulated by the Estonian financial authority, adding to the presence of Admirals in the country.
The withdrawal of Admiral Markets AS’ investment company’s operating license is planned for the second half of this year, presumably in August. After withdrawing the operating license, the plan is to merge Admiral Markets AS and the group's parent company Admirals Group AS. The merger is contemplated to be finalised in the first half of 2024. As a result of the above, all rights and obligations related to bonds not sold back to Admiral within this offer will be transferred to Admirals Group AS in the course of the merger, where these will continue to be serviced according to the bond conditions until the maturity date of the bonds. Conditions of the buyback: - Purchase price is 104.53 per bond, consisting of the nominal price of the bond (EUR 100), a bonus (EUR 1) and interest (EUR 3.53); and
- Bonds are free of any encumbrances with third party rights.
All investors have a right to offer bonds to Admiral Markets AS for buyback on equal terms. In order to participate in the buyback, the investor must submit a redemption order to sell back the bonds (offer) within the corresponding corporate event at the investor’s bank (at the administrator of a securities account opened at Nasdaq CSD SE) within the period of submission of redemption orders, indicating in the redemption order the number of bonds or additional information required by the order that the investor wishes to sell back to Admiral Markets AS under the conditions published in this notice.
An investor may use any method provided by its account administrator to submit redemption orders (e.g. physically at the account administrator's customer service point, online or otherwise). The investor's offer for selling back the bonds is considered submitted from the moment Nasdaq CSD receives a duly completed redemption order from the investor's account administrator. The investor has the right to change or cancel its redemption orders at any time until the end of the redemption order submission period. For this purpose, the investor must contact its account administrator, through whom the relevant order was made, and perform the actions required by the account administrator to change or cancel the order. When submitting a redemption order, the account administrator blocks the corresponding amount of securities on the investor's securities account. The investor shall bear all costs and fees related to the submission, cancellation or changing of the redemption order. By submitting a redemption order to sell back the bonds, each investor: - agrees that this announcement is not considered to be an offer for the conclusion of a bond buyback agreement within the meaning of subsection 16(1) of the Law of Obligations Act or otherwise, and the submission of a redemption orders shall not in itself create a binding buyback agreement between Admiral Markets AS and the investor;
- agrees that the number of bonds indicated in the redemption order shall be deemed to be the maximum number of bonds that the investor wishes to offer for redemption and that Admiral Markets AS may buy back fewer (but not more) bonds than the maximum number of bonds offered by the investor;
- authorises the manager of the investor’s securities account or Nasdaq CSD to change the information contained in the investor's redemption order, including the number of bonds offered by the investor and the total amount of the transaction (which is obtained by multiplying the purchase price of the bond by the number of bonds to be bought back from the investor) if in the course of the buyback distribution it is not possible to buy back from the investor all bonds indicated in the investor’s redemption order;
- confirms that the bonds held by the investor are not encumbered by third party rights;
- confirms that the investor i) has familiarised itself with the content of this offer notice, ii) is aware of Admirals group's future plans in relation to the bond issuer Admiral Markets AS, including that Admiral Markets AS plans to revoke the license of an investment firm issued by the Financial Supervision and Resolution Authority in the second half of this year (presumably in August) and to merge with Admirals Group AS at the beginning of 2024, and iii) understands the consequences of selling or not selling bonds within this buyback offer of the bonds;
- consents to the exchange of personal data between Nasdaq CSD and Admiral Markets AS both during the period of submitting redemption orders and after the end of the relevant period for the purpose of participation in the buyback (including the decision on the distribution of the buyback of bonds).
Overview of essential terms of the offer:
Offering period during which the bonds can be sold back to Admiral Markets AS starts on 23 May 2023 at 10:00 and ends on 2 June 2023 at 16:00 (Estonian time).
The offer price of the bonds to be bought back is fixed at EUR 101 (of which EUR 100 is the nominal value and EUR 1 is issue premium), to which the interest accrued until the value date is added in amount of EUR 3,53. Only whole number of bonds can be offered for buyback.
Investor wishing to submit a buyback order must contact the administrator of the securities account opened in its Estonian Register of Securities for this purpose.
IMPORTANT DATES
The most important dates related to the offer are in the indicative timetable below: 23 May 2023 – Start of offering period (the start of submitting the offer to the account administrator)
2 June 2023 – End of offering period (the end of submitting the offer to the account administrator)
5 June 2023 or a date close to it – Admiral Markets AS announces the results of the buyback offer
7 June 2023 or a date close to it – Settlement of the offer, i.e. transfer of bond(s) and money Contacts for additional information:
Sergei Bogatenkov
Management Board Member
Admiral Markets AS
+372 5301 8057
sergei.bogatenkov@admiralmarkets.com
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