Marex successfully issues $100m additional Tier 1 capitalJune 30, 2022
Strengthens the group’s capital position to support future growth
S&P Global Ratings upgrades outlook to stable
Marex today announced that it has successfully issued $100 million of perpetual Additional Tier 1 Contingent Convertible Notes (the “Notes”) with a coupon of 13.25% and rated BB- by S&P.
The issuance of Additional Tier 1 capital is a first for Marex and only the second public transaction of its type for an investment firm. Marex was supported on the transaction by Barclays Bank PLC and Goldman Sachs International as joint bookrunners.
Marex has a strong track record of growth, delivering consistent double-digit Operating PBT growth over the last 8 years, and the business continues to perform strongly, delivering results well ahead of expectations in 2021 and year to date in 2022. This growth is the result of a successful strategy of expanding our geographic reach and product offering to clients, both organically and through selective acquisitions. This Additional Tier 1 capital positions Marex well for the next phase of growth and development.
Following this latest issuance, S&P Global Ratings affirmed their BBB- issuer credit rating for the Group and revised their outlook on Marex to stable. According to S&P Global Ratings, the ‘stable’ outlook ‘reflects Marex’s improved capitalization and well-managed risk profile, ‘despite its substantial growth and the significant volatility in its core commodities markets’.
Marex CFO, Paolo Tonucci, commented;
“This Additional Tier 1 capital strengthens our capital base and positions us well for the next stage of our development as we continue to build scale in our business. It is a great achievement in these uncertain markets and a clear reflection of the confidence that investors and other external stakeholders have in our business.”
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND, AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
The distribution of this announcement may be restricted by law and any person into whose possession any document or other information referred to herein comes should inform themselves about and observe any restrictions. This announcement is not directed to, and is not intended for distribution to or use by, any person or entity in any jurisdiction where such distribution, publication or use would be contrary to law or regulation or which would require any registration within such jurisdiction. This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any Notes nor shall there by any offer, solicitation or sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In particular, nothing in this announcement constitutes an offer of securities for sale in the United States or any other jurisdiction where it is unlawful to do so. The Notes and the ordinary shares to be delivered on conversion of the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act“), or with any securities regulatory authority of any state in of the United States or other jurisdiction and the notes may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act, “Regulation S“)), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.
Neither this announcement nor the Preliminary Offering Memorandum prepared in respect of the Notes constitutes (i) a prospectus for the purposes of Part VI of the Financial Services and Markets Act 2000 (“FSMA“), (ii) a prospectus for the purposes of Regulation (EU) 2017/1129 as amended (the “EU Prospectus Regulation“) or (iii) a prospectus for the purposes of Regulation (EU) 2017/1129 and any regulatory or implementing technical standards and other delegated or implementing acts adopted under that Regulation, in each case to the extent that they form part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (“EUWA“) (the “UK Prospectus Regulation“).
No prospectus has been nor will be approved or reviewed by any regulator which is a competent authority under the EU Prospectus Regulation or the UK Prospectus Regulation in respect of the Notes. The Preliminary Offering Memorandum has been prepared solely with regard to the Notes, which are: (i) not to be admitted to listing or trading on any regulated market for the purposes of MiFID II (as defined in the Preliminary Offering Memorandum) or a UK regulated market for the purposes of Article 2(1)(13A) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA; and (ii) not to be offered to the public in a member state of the European Economic Area (“EEA“) or in the UK (other than pursuant to one or more of the exemptions set out in Article 1(4) of the EU Prospectus Regulation or Article 1(4) of the UK Prospectus Regulation).
UK MiFIR product governance – professionals / ECPs only/ No PRIIPs or UK PRIIPs KID / UK FCA CoCo restriction – Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK. No sales to retail clients (as defined in UK FCA Handbook Conduct of Business Sourcebook (COBS) 3.4 in the UK).