Proposed offering of up to £345 million Class B2 Secured Notes

18 OCT 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK MARKET ABUSE REGULATION (UK MAR) (RETAINED EU LAW).

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF RAC BOND CO PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

18 October 2021

For Immediate Release

RAC Group (“RAC”)

Proposed offering of £345 million Class B2 Secured Notes

RAC announces an offering (the “Offering”) by its wholly owned subsidiary RAC Bond Co plc (the “Issuer”) of fixed-rate Class B2 secured notes (the “Class B2 Notes”) on The International Stock Exchange. Subject to market conditions, the Issuer is expecting to issue £345 million of Class B2 Notes with an Expected Maturity Date in 2027. The Class B2 Notes will be offered and sold inside the United States only to qualified institutional buyers in accordance with Rule 144A of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and outside the United States to non-U.S. persons in offshore transactions in accordance with Regulation S of the U.S. Securities Act. The Class B2 Notes are expected to be listed on the Official List of The International Stock Exchange.

RAC intends to use the proceeds from the Offering to make certain payments to its shareholders. The Offering is made in the context of the announcement that Silver Lake would become a co-shareholder of the RAC Group (announced on 6 September 2021) and the proceeds from the Offering will be placed into an escrow account pending (amongst other things) the Silver Lake transaction becoming unconditional following regulatory approval (expected in late 2021 or early 2022).

Important notice

This announcement is for informational purposes only.

This announcement does not constitute an offer of securities for sale in the United States or any other jurisdiction. The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States or any other jurisdiction and such securities may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws.

This announcement is directed solely at, persons who (i) are outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, in connection with the issue or sale of any securities referred to herein may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and 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. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. The securities referred to herein will not be offered or sold to any person in the United Kingdom, except in circumstances which will not result in an offer of securities to the public in the United Kingdom within the meaning of Part VI of the Financial Services and Markets Act 2000.

This announcement has been prepared on the basis that any offer of the Class B2 Notes in any Member State of the European Economic Area (the “EEA”) or in the United Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended or superseded) (the “Prospectus Regulation”) and the Prospectus Regulation as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) from the requirement to publish a prospectus for offers of the Class B2 Notes. The securities referred to herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation and UK Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”), for offering or selling the Class B2 Notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation.

Forward Looking Statements

This announcement includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, including, but not limited to, terms such as “aim”, “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intend”, “may”, “outlook”, “plan”, “predict”, “project”, “should”, “will” or “would” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts and include statements regarding RAC’s and the Issuer’s intentions, beliefs or current expectations concerning, among other things, RAC’s and its subsidiaries’ future financial conditions and performance, results of operations and liquidity, strategy, plans, objectives, prospects, growth, goals and targets, future developments in the markets in which RAC and its subsidiaries participate or are seeking to participate, and anticipated regulatory changes in the industry in which RAC and its subsidiaries operate. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors 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 are based on numerous assumptions. Given these risks and uncertainties, readers should not rely on forward looking statements as a prediction of actual results.

Enquiries:

For Investor enquiries, please contact:

Jo Baker, Chief Financial Officer
[email protected]

For Media enquiries, please contact:

RAC Press Office
[email protected] 

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