Enterprise Holdings Limited
Enterprise Holdings Limited: Subscription of New 7.0% Corporate Bond 2015/2020 to Start Thursday, March 19, 2015 – Exchange Offer to Holders of Corporate Bond 2012/2017 – Increased transparency: quarterly reporting
DGAP-News: Enterprise Holdings Limited / Key word(s): Issue of Debt/Bond 2015-03-17 / 15:34 --------------------------------------------------------------------- Enterprise Holdings Limited: Subscription of New 7.0% Corporate Bond 2015/2020 to Start Thursday, March 19, 2015 Exchange Offer to Holders of Corporate Bond 2012/2017 Increased transparency: quarterly reporting The subscription period for the new corporate bond 2015/2020 (ISIN: DE000A1ZWPT5) of Enterprise Holdings Limited starts Thursday, March 19, 2015 and is projected to end on Thursday, March 26, 2015 at 4:00pm (right to early closure reserved.) The new bonds with a maturity of five years have a volume of up to 85m Euros with a 7.0% annual interest rate, 35m Euros of which are reserved for the exchange offer scheduled at the same time. Holders of the bond issued in September 2012 and maturing in 2017 (ISIN: DE000A1G9AQ4) can exchange it for new bonds at a rate of 1:1 from Thursday, March 19 to inclusively March 26, 2015. For each bond, they receive a cash payment of 20 Euros for every 1,000 Euros nominally, which equals a selling price of 102%. Inclusion of the new bonds in the Entry Standard segment for bonds in the Open Market of Deutsche Börse AG (over-the-counter market at the Frankfurt Stock Exchange) is scheduled for March 30, 2015. Also in March 2015, the new bond 2015/20 received a rating of BBB+ by Creditreform Rating AG. In the terms and conditions of the bond the company is committed to disclose quarterly financial reports. Similar to the first bond a special account provides security to bond holders for the annual interest payments. Institutional investors can place their purchase orders directly with Lead Manager & Bookrunner VEM Aktienbank AG. Meanwhile, private investors interested in subscribing can do so at the Frankfurt Stock Exchange through their main and custodian banks as well as through selected direct banks. Use of the bond proceeds is intended for financing future growth of the company, especially in Europe. The company is a niche provider of wholesale insurance fully regulated by the EU insurance supervisory body, which includes the industry-specific requirement to provide sufficient capital for all new business transactions. For the new fiscal year starting on April 1, 2015, the company is projected to raise revenue from approx. 150m GBP currently to 250m GBP, which is the equivalent of 100m GBP in sales growth from today's perspective. Enterprise Holdings has a project pipeline of more than 115m GBP or approx. 150m Euro, which requires 28m GBP or approx. 35m Euro in capital. Add to that Enterprise plans for reducing quota share reinsurance of individual niche insurance schemes from currently almost 50% to 25%, further resulting in increased capital requirements. Moreover, the company plans to use promising opportunities for revenue and earnings growth in the form of acquisitions. The main prospectus will be disclosed electronically on the websites of both Enterprise Holdings Limited (www.enterprise-holdings.de) and the Frankfurt Stock Exchange (www.boerse-frankfurt.de) for downloading and in printed form at the head office of Enterprise Holdings Limited. Information on the exchange offer is available at the corporate website www.enterprise-holdings.de. Current holders interested in exchange are asked to contact their depositary banks directly for that purpose. Bond 2015/20 Key Data Issuer: Enterprise Holdings Limited Volume: Up to 85m Euro ISIN / WKN: DE000A1ZWPT5 / A1ZWPT Bond rating: BBB+ (Creditreform Rating AG, March 2015) Coupon: 7.0% p.a. Issue price: 100% Min. par value: 1,000 Euro Subscription period: 03/19 - 03/26/2015 (right to early closure reserved) Value date: 03/30/2015 Maturity: 5 years: 03/30/2015 - 03/29/2020 (exclusively) Interest payment: Annual, subsequently to March 30 of each year (starting in 2016) Date of repayment: 03/30/2020 Repayment: 100% Status: Not subordinated, not collateralized Termination right: Termination right for issuer: - None Termination right for bondholders, especially in the following cases: - Change of control - Cross default - Other cases as listed in corp. bond T&C (see prospectus) Covenants: - Quarterly reporting - Negative pledge - Payment restriction to max. 50% of annual surplus and then only if equity shown in consolidated accounts equals more than 5m Euro - Limitation asset sale - Special account for cash flow retention (monthly disclosure on corp. website) Applicable law: German law Prospectus: Prospectus approved by German Fed. Financial Supervisory Authority (BaFin) incl. notification for Austria Stock Exchange: Entry Standard segment for bonds in the Open Market of Deutsche Börse AG (over-the-counter market at Frankfurt Stock Exchange) Lead Manager & Bookrunner: VEM Aktienbank AG, Munich, Germany Bond Investor Relations / Press: max. Equity Marketing GmbH Maximilian Fischer Marienplatz 2 80331 Munich, Germany Tel: +49 89 139 28890 E-Mail: ir@enterprise-holdings.de Contact Representative for Transactions: Justus Linker VEM Aktienbank AG Prannerstraße 8 D-80333 Munich, Germany Tel.: +49 89 3090 34860 j.linker@vem-aktienbank.de Important note: Securities transactions are associated with risks, particularly the risk of total loss of invested capital. For that reason, you should base any investment decision on close professional consultation relative to your personal asset and investment situation rather than solely on any information contained herein. To this end, please consult with your credit and investment institutions. A variety of factors can play into the legitimacy of acquiring securities - especially citizenship. Please be sure to base any investment decision on close professional consultation in this regard as well. This document does not constitute an offer to sell or an invitation to purchase or subscribe for securities of Enterprise Holdings Limited. Corporate bonds are offered by this issuer solely based on the prospectus approved by the German Federal Financial Supervisory Authority (BaFin), incl. notification of the respective authority in Austria, on March 17, 2015. Said prospectus is available in electronic form on the websites of both Enterprise Holdings Limited (www.enterprise-holdings.de) and the Frankfurt Stock Exchange (www.boerse-frankfurt.de) for downloading. In connection with this offer, the information in the aforementioned prospectus is exclusively binding. This document shall not be imported to or published in the United States, Australia, Canada or Japan or any other country, in which its import or publication would constitute a violation of the law. These corporate bonds have neither been registered under the United States Securities Act of 1933 nor with the relevant authorities of any US state nor under applicable securities regulations of Australia, Canada or Japan and shall therefore not be offered or sold in the United States. Nor shall these corporate bonds be offered or sold for the account of US citizens or other persons residing in Australia, Canada, Japan or the United States. No public offerings of these corporate bonds shall take place in the United States, Australia, Canada and Japan. End of corporate news Enterprise Holdings Ltd. Group - an owner-lead insurance firm Lead by its founder the company holds several other subsidiaries together with affiliated service companies. The Group offers independent white label general insurance solutions, apart from life insurance products. The affiliated companies deliver insurance specific auditing services as well as administrative and marketing services. The Group focuses its activities on high-yield niches within the European general insurance market. The main category of the offered insurances is in the field of automobile damage and third party insurance, legal costs insurance, household contents insurance and guarantees. Main markets are currently the United Kingdom, France, Greece and Italy. Bond issue 2012/17 Enterprise Holdings' corporate bond 2012/17 is listed in the Entry Standard segment at Boerse Frankfurt (International Security Identification Number (ISIN): DE000A1G9AQ4). The follow-up rating in 2014, as well as in 2013, confirmed the A- rating that has been achieved in August 2012 when Enterprise Holdings issued a 35m euro bond. For more information about the bond please visit our website, especially the section "Bond 2012/17" at www.enterprise-holdings.de --------------------------------------------------------------------- 2015-03-17 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 333763 2015-03-17
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