Swiss Re Finance (Luxembourg) S.A. Offer to Purchase for Cash Any and All of the Outstanding USD 4.250% Notes and Offer to Purchase for Cash an Amount Subject to the Capped Maximum Amount of the Outstanding USD 6.050% Notes, EUR 2.534% Notes, USD 5.524% Notes, USD 5.000% Notes and USD 5.750% Notes
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.
LUXEMBOURG,
In addition, SRFL is offering to purchase for cash Capped Tender Offer Notes (as defined below) up to a nominal amount of U.S.
- in the first instance, USD denominated 6.050% Non-Step-Up Callable Notes with a scheduled maturity in 2056 issued by
Argentum Netherlands B.V. (formerly known asDemeter Investments B.V .) (the "USD 6.050% Notes") which are validly tendered on or before the Early Tender Date; - in the second instance, to the extent the Capped Maximum Amount has not been exceeded, Euro denominated 2.534% Guaranteed Subordinated Fixed Rate Reset Step-up Callable Notes with a scheduled maturity in 2050 issued by SRFL and guaranteed by SRZ (the "EUR 2.534% Notes") which are validly tendered on or before the Early Tender Date;
- in the third instance, to the extent the Capped Maximum Amount has not been exceeded, USD denominated 5.524% Perpetual Fixed Spread Callable Notes issued by
Argentum Netherlands B.V. (the "USD 5.524% Notes") which are validly tendered on or before the Early Tender Date; - in the fourth instance, to the extent the Capped Maximum Amount has not been exceeded, USD denominated 5.000% Guaranteed Subordinated Fixed Rate Reset Step-up Callable Notes with a scheduled maturity in 2049 issued by SRFL and guaranteed by SRZ (the "USD 5.000% Notes") which are validly tendered on or before the Early Tender Date;
- in the fifth instance, to the extent the Capped Maximum Amount has not been exceeded, USD denominated 5.750% Fixed-to-Floating Rate Non Step-up Callable Notes with a scheduled maturity in 2050 issued by
Argentum Netherlands B.V. (the "USD 5.750% Notes", together with theUSD 6 .050% Notes, theEUR 2 .534% Notes, theUSD 5 .524% Notes and theUSD 5 .000% Notes, the "Capped Tender Offer Notes") which are validly tendered on or before the Early Tender Date; - in the sixth instance, to the extent the Capped Maximum Amount has not been exceeded,
USD 6 .050% Notes which are validly tendered after the Early Tender Date but on or before the Capped Tender Offers Expiration Date; and - in the seventh instance, to the extent the Capped Maximum Amount has not been exceeded,
EUR 2 .534% Notes which are validly tendered after the Early Tender Date but on or before the Capped Tender Offers Expiration Date; - in the eighth instance, to the extent the Capped Maximum Amount has not been exceeded,
USD 5 .524% Notes which are validly tendered after the Early Tender Date but on or before the Capped Tender Offers Expiration Date; - in the ninth instance, to the extent the Capped Maximum Amount has not been exceeded,
USD 5 .000% Notes which are validly tendered after the Early Tender Date but on or before the Capped Tender Offers Expiration Date; and - finally, to the extent the Capped Maximum Amount has not been exceeded,
USD 5 .750% Notes which are validly tendered after the Early Tender Date but on or before the Capped Tender Offers Expiration Date.
As set out above, and for the avoidance of doubt, all Capped Tender Offer Notes validly tendered on or before the Early Tender Date shall be accepted in priority to Capped Tender Offer Notes validly tendered after the Early Tender Date but on or before the Capped Tender Offers Expiration Date. To the extent Capped Tender Offer Notes validly tendered on or before the Early Tender Date would cause the Capped Maximum Amount to be exceeded, then no Capped Tender Offer Notes tendered after the Early Tender Date shall be accepted. To determine whether the Capped Maximum Amount has been reached at any given time, amounts that are not already determined in USD shall be converted into USD (using an FX rate of €1.00 = U.S.
The
The purpose of the Offers is to proactively manage the
The Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase dated
The following tables summarize certain information regarding the Offers:
ANY AND ALL TENDER OFFER FOR NOTES LISTED BELOW
Title of Security |
ISIN/Common Code |
Principal Amount Outstanding (1) |
Fixed Purchase Price / Fixed Purchase Spread |
|
XS2049422343/204942234 |
U.S. |
Fixed Price: U.S. |
CAPPED TENDER OFFERS FOR NOTES LISTED BELOW UP TO THE CAPPED MAXIMUM AMOUNT
Title of Security |
ISIN/Common Code/CUSIP |
Principal Amount Outstanding (1) |
Scheduled Maturity Date |
First Optional Redemption Date |
Reference Security |
Bloomberg Reference Page |
Fixed Purchase |
Early Tender |
Acceptance |
Argentum Netherlands B.V.USD denominated 6.050% Non-Step-Up Callable Notes due 2056 (the "USD 6.050% Notes") |
XS1389124774/ 138912477 |
U.S. |
February 15, 2056 |
|
N/A |
N/A |
Fixed Price: U.S. |
U.S. |
1st Priority if validly tendered on or before the Early Tender Date; 6th Priority if validly tendered after the Early Tender Date |
|
XS1963116964/ 196311696 |
€750,000,000 |
April 30, 2050 |
|
Interpolated Mid-Swap Rate |
IRSB EU <GO> (Pricing Source: BGN) |
Fixed Spread: 145 bps |
€ 30.00 per €1,000 principal amount of |
2nd Priority if validly tendered on or before the Early Tender Date; 7th Priority if validly tendered after the Early Tender Date |
|
XS1640851983/ 164085198 |
U.S. |
Perpetual |
|
N/A |
N/A |
Fixed Price: U.S. |
U.S. |
3rd Priority if validly tendered on or before the Early Tender Date; 8th Priority if validly tendered after the Early Tender Date |
|
XS1973748707/ 197374870 (Reg S)
US87089NAA81/ 197439041/ 87089N AA8 (144A) |
U.S. |
April 2, 2049 |
|
4.375% U.S.T. due |
FIT1 |
Fixed Spread: 115 bps |
U.S. |
4th Priority if validly tendered on or before the Early Tender Date; 9th Priority if validly tendered after the Early Tender Date |
|
XS1261170515/ 126117051 |
U.S. |
August 15, 2050 |
|
5.00% U.S.T. due |
FIT1 |
Fixed Spread: 180 bps |
U.S. |
5th Priority if validly tendered on or before the Early Tender Date; 10th Priority if validly tendered after the Early Tender Date |
Notes: |
||||||||||
(1) |
As at the date of the Offer to Purchase. |
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(2) |
In respect of the EUR 2.534% Notes, the |
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(3) |
The Company is offering to purchase an aggregate nominal amount of Capped Tender Offer Notes (converted into USD, where applicable, using an FX rate of €1.00 = U.S. |
The Any and All Tender Offer will expire at
Concurrent with and in the same announcement of the results of the Any and All Tender Offer, SRFL will announce the Capped Maximum Amount.
Holders of Capped Tender Offer Notes that are validly tendered and not validly withdrawn at or prior to
Each Capped Tender Offer will expire at
The "Total Consideration" payable for a series of Notes will be a price per U.S.
(x) where "Fixed Price" is specified in the "Fixed Purchase Price / Fixed Purchase Spread" column in the table above, the fixed purchase price applicable to such series of Notes specified in the table above (the applicable "Fixed Price"), or
(y) where "Fixed Spread" is specified in the "Fixed Purchase Price / Fixed Purchase Spread" column in the table above, an amount, calculated in accordance with Appendix B or C in the Offer to Purchase, as applicable, that would reflect, as of the Capped Tender Offers Early Settlement Date, a yield to the applicable first optional redemption date specified in the table above (for the purposes of such calculation only, assuming the relevant Notes are redeemed on such date) of such series of Notes equal to the sum (which for the avoidance of doubt, shall be annualized in respect of the
In respect of the
Specifically, the "Interpolated Mid-Swap Rate" means: the rate, expressed as a percentage and rounded to the nearest 0.001% (with 0.0005% being rounded upwards), as determined by the Dealer Managers at
The "Mid-Swap Rate" for any maturity means the mid-market swap rate for the relevant euro swap transactions having such maturity, as reported on the Bloomberg IRSB EU <GO> Page (Pricing Source: BGN) (or, if such screen is unavailable, a generally recognized source for swap rate quotations selected by the Dealer Managers), as determined by the Dealer Managers at
The Total Consideration, when determined or calculated in the manner set out herein in respect of the Capped Tender Offer Notes, already includes the Early Tender Payment for the applicable series of Notes set forth in the tables above. Holders of Capped Tender Offer Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will receive the applicable Total Consideration. Holders of any Capped Tender Offer Notes that are validly tendered after the Early Tender Date but prior to or at the Capped Tender Offers Expiration Date and that are accepted for purchase will receive the applicable Total Consideration minus an amount in cash (the "Early Tender Payment") equal to the applicable amount set forth in tables above under the heading "Early Tender Payment." As used herein, the Total Consideration minus the Early Tender Payment is referred to as the "Late Tender Offer Consideration."
In addition to the Total Consideration or the Late Tender Offer Consideration, as applicable, all Holders of Notes validly tendered and accepted for purchase will also receive accrued and unpaid interest on such Notes from, and including, the applicable last interest payment date up to, but not including, the Any and All Settlement Date, the Capped Tender Offers Early Settlement Date or the Capped Tender Offers Final Settlement Date, as applicable ("Accrued Interest"), payable on the Any and All Settlement Date, the Capped Tender Offers Early Settlement Date or the Capped Tender Offers Final Settlement Date, as applicable.
The Offer to Purchase sets out the full terms of the Offers. Copies of the Offer to Purchase are available from the Information and Tender Agent at the telephone number or e-mail address set out below. Holders may also contact the Dealer Managers at the telephone numbers or addresses set out below for information concerning the Offers. Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers.
DEALER MANAGERS |
|
Attn: |
8
Attn: Liability Management, DCM Email: [email protected] |
THE INFORMATION AND TENDER AGENT |
|
In EC2V 7NQ In
In Banks and brokers call: (212) 269-5550 All others call toll free: (800) 848-2998
Email: [email protected] Website: https://sites.dfkingltd.com/swissre
|
The Offer to Purchase and any other relevant notice and documents with respect to the Offers will be available at https://sites.dfkingltd.com/swissre, operated by the Information and Tender Agent for the purpose of the Offers.
OFFER RESTRICTIONS
General
This announcement is not an Offer to Purchase any Notes or a solicitation of an offer to sell any Notes. The Offer is being made solely by means of the Offer to Purchase. None of SRFL, SRZ,
The distribution of this announcement and the Offer to Purchase is restricted by law in certain jurisdictions. Persons into whose possession this announcement or the Offer to Purchase comes are required by SRFL, SRZ,
Neither this announcement nor the Offer to Purchase constitutes, nor may they be used in connection with, an offer to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. None of SRFL, SRZ,
The communication of this announcement and the Offer to Purchase by
None of the Offers, this announcement, the Offer to Purchase or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offers.
The Offers are not being made, directly or indirectly, to the public in the
Neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the
Neither this announcement, the Offer to Purchase nor any other offering or marketing material relating to the Notes constitutes an offer or solicitation to purchase or invest in the Notes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from
The contents of this announcement and the Offer to Purchase have not been reviewed by any regulatory authority in
The Offers are not intended to be made to the public in
This announcement and the Offer to Purchase have not been and will not be registered as a prospectus with the
SOURCE
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