Market announcement

Title

Announcement of Admiral Markets AS Tier 2 bond buyback offer and planned merger of Admiral Markets AS and Admirals Group AS

Message

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
[email protected]
(mailto:[email protected])