Crédit Agricole Assurances announces the success of its previously
launched Tender Offers, their Final Acceptance Amount and the Final
Results
Press
release
Paris, 24 October 2023
This press release may not be
distributed or published directly or indirectly in the United
States, Canada, Australia or Japan
Crédit Agricole Assurances announces the
success of its previously launched Tender Offers, their Final
Acceptance Amount and the Final Results
Crédit Agricole Assurances announces
today:
(i) the success of its
tender offers launched on 16 October 2023 (the "Tender Offers")
relating to two series of undated subordinated notes issued in 2014
and 2015 (the "Notes"), and to which an aggregate principal amount
of 803,300,000 euros for both series of Notes was
tendered;
(ii) that it has set
the final acceptance amount of its Tender Offers at 500,000,000
euros, in accordance with the maximum amount announced on 17
October 2023 corresponding to the amount of newly- issued Tier
2 subordinated notes; and
(iii) the Final Results
for each of the series of Notes on the terms and conditions set out
in the Tender Offer Memorandum dated 16 October 2023 (the "Tender
Offer Memorandum").
This repurchase of 500,000,00 euros in
nominal value of subordinated debt currently benefiting from a
grandfathering clause, which follows the issue of 500,000,000 euros
in Tier 2 debt maturing in 2033, enables Crédit Agricole Assurances
to spread the maturity profile of its debt and is in line with its
policy of active capital management.
On 16 October 2023, Crédit Agricole Assurances
invited the holders of the Notes (the "Holders")
to tender their Notes for purchase by Crédit Agricole Assurances in
accordance with the terms and conditions set out in the Tender
Offer Memorandum. The two series of Notes concerned by the Tender
Offers are undated subordinated notes issued in 2014 and 2015 by
Crédit Agricole Assurances, currently benefiting from a
grandfathering clause, with an outstanding principal amount of 1
billion euros (ISIN FR0012444750) and 750 million euros (ISIN
FR0012222297) respectively, bearing interest at fixed annual rates
of 4.25% and 4.5% resettable respectively on 13 January and 14
October 2025.
The Tender Offers expired on 23 October 2023 at
4:00 p.m. Central European Summer Time (the "Expiration
Date"). In accordance with the terms and conditions of the
Tender Offer Memorandum, no Notes tendered after the Expiration
Date will be eligible for purchase by Crédit Agricole Assurances
under its Tender Offers.
Final Acceptance Amount
Crédit Agricole Assurances announces today that
it has set the final acceptance amount of its Tender Offers (the
"Final Acceptance Amount") at 500,000,000 euros,
which is equal to the maximum tender amount of 500,000,000 euros
previously announced.
Final Results
The Notes validly tendered on or prior to the
Expiration Date represent an aggregate nominal amount of
803,300,000 euros for the two series of Notes (the "Validly
Tendered Amount"). As the Validly Tendered Amount across
the two series of Notes exceeds the Final Acceptance Amount across
the two series of Notes, Crédit Agricole Assurances has prorated
such amount in accordance with the terms set out in the Tender
Offer Memorandum.
The Company is pleased to announce for each
Series of Notes and as set out in the table below:
(i) the
Reference Benchmark Rate;
(ii) the
Purchase Price;
(iii) the
pro-ration factor when applicable,
(iv) the
Validly Tendered Amount accepted for purchase by the Company,
and
(v)
the aggregate principal amount which will remain outstanding
following the settlement of the Tender Offers.
Designation of the Notes and ISIN number |
Reference Benchmark Rate |
Purchase Price |
Pro-ration factor |
Validly Tendered Amount accepted for purchase |
Principal Amount Outstanding after the settlement of the
Tender Offers |
4.25% Undated Subordinated Resettable Notes ISIN: FR0012444750 |
4.006% |
98.825% |
75.25% |
380,000,000 euros |
620,000,000 euros |
4.50% Undated Subordinated Resettable Notes ISIN: FR0012222297 |
3.737% |
98.472% |
47.85% |
120,000,000 euros |
€630,000,000 euros |
The Tender Offers are expected to be settled on
26 October 2023, on which date Crédit Agricole Assurances will
deposit with Euroclear, Clearstream or Euroclear France (as the
case may be), the amount necessary to pay the Purchase Price plus
accrued interest to the relevant Holders.
The tendered Notes will be cancelled by Crédit
Agricole Assurances immediately following settlement of the Tender
Offers.
For further details on the terms and conditions
of the Tender Offers, please refer to the Tender Offer
Memorandum.
Uptevia acts as Tender and Information Agent in
connection with the Tender Offers. Holders eligible to participate
in the Tender Offers may direct any questions regarding the
procedures for tendering their Notes to Uptevia and request from
Uptevia to provide them with a copy of the Tender Offer Memorandum
by telephone at +33 (1) 57 78 11 57 or by email at
sylvie.benacom@uptevia.com or at CT-service-ost@uptevia.com.
Crédit Agricole Assurances is rated A-/stable
outlook by Standard & Poor's
About Crédit Agricole
AssurancesCrédit Agricole Assurances is France’s leading
insurer and comprises the insurance subsidiaries of Crédit
Agricole. The Group offers a range of savings, retirement, health,
personal protection and property insurance products and services,
which are distributed by Crédit Agricole Group banks in France and
in nine countries worldwide by wealth management advisors and
general agents. Crédit Agricole Assurances companies serve
individual customers, the self-employed, farmers and businesses.
Crédit Agricole Assurances has 5,700 employees. It reported 2022
revenues of €35.3 billion (IFRS).www.ca-assurances.com
Press contactsNicolas Leviaux +33 (0)1 57 72 09 50
/ 06 19 60 48 53Julien Badé +33 (0)1 57 72 93 40/ 07 85 18 68
05service.presse@ca-assurances.fr |
Investor relations contactsYael Beer-Gabel +33
(0)1 57 72 66 84Victoire-Emmanuelle Prud'homme +33 (0)1 43 23 90
66Valentin Lecomte +33 (0)1 43 23 59
76relations.investisseurs@ca-assurances.fr |
Disclaimer
Holders must make their own decisions as to
whether to offer their Notes pursuant to the Tender Offers and, if
so, the nominal amount of the Notes to be offered. Holders should
consult their own tax, financial, accounting and legal advisers as
they consider appropriate regarding the acceptability of the tax,
accounting, financial and legal consequences of participating or
not participating in the Tender Offers.
This press release does not constitute an offer
to purchase or the solicitation of an offer to sell any securities
whatsoever.
This announcement does not constitute an
invitation to participate in the Tender Offers. Any such invitation
will be made solely by means of documents (the Tender Offer
Memorandum) that will be made available to investors to whom the
invitation may lawfully be addressed. The distribution of this
press release in certain countries may be prohibited by law.
European Economic Area. In any
European Economic Area (“EEA”) Member State (each, a “Relevant
State”), this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Tender Offers are only
addressed to and are only directed at qualified investors within
the meaning of Regulation (EU) 2017/1129 as amended (the
“Prospectus Regulation”) in that Relevant State. Each person in a
Relevant State who receives any communication in respect of the
Tender Offers contemplated in this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Tender Offers will be deemed to have represented, warranted and
agreed to and with the Sole Structuring Bank and Sole Dealer
Manager, as defined in the Tender Offer Memorandum, and the Crédit
Agricole Assurances S.A. that it is a qualified investor within the
meaning of Article 2(e) of the Prospectus Regulation.
Neither this announcement nor the Tender Offer
Memorandum constitutes a prospectus within the meaning of the
Prospectus Regulation.
United Kingdom. The
communication of this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Tender Offers is
not being made, and such documents and/or materials have not been
approved by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000, as amended (the
“FSMA”). Accordingly, this announcement, the Tender Offer
Memorandum and/or any other documents or materials relating to the
Tender Offers are not being distributed to, and must not be passed
on to, the general public in the United Kingdom (“UK”). The
communication of such documents and/or materials in the UK shall be
exempt from the restriction on financial promotions under section
21 of the FSMA on the basis that it is only directed at and may
only be communicated to “qualified investors” in the meaning of
Article 2(e) of the Prospectus Regulation as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
who are (i) investment professionals as defined in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the “Financial Promotion Order”), (ii) persons falling
within Article 43(2) of the Financial Promotion Order, including
existing members and creditors of Crédit Agricole Assurances, and
(iii) any other persons to whom these documents and/or materials
may lawfully be communicated (together being referred to as
“relevant persons” in this paragraph), and must not be acted on or
relied upon by persons other than relevant persons.
United States. The Tender
Offers are not being made and will not be made directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality (including, without limitation, facsimile
transmission, telex, telephone, email and other forms of electronic
transmission) of interstate or foreign commerce of, or any facility
of a national securities exchange of, or to beneficial owners of
the Notes who are located in the United States, or who are U.S.
Holders (each a “U.S. Holder”) as defined in Rule 800 under the
U.S. Securities Act of 1933, as amended (the “Securities Act”), and
the Notes may not be tendered by any such use, means,
instrumentality or facility from or within the United States, by
persons located or resident in the United States or by U.S.
Holders. Accordingly, copies of the Tender Offer Memorandum and any
documents or materials related to the Tender Offers are not being,
and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded in or into the United States
or to any such person. Any purported tender in response to the
Tender Offers resulting directly or indirectly from a violation of
these restrictions will be invalid, and tenders made by a person
located in the United States or any agent, fiduciary or other
intermediary giving instructions from within the United States or
any U.S. Holder will not be accepted.
Each holder of Notes participating in the Tender
Offers will represent that it is not a U.S. Holder, is not located
in the United States and is not participating in the Tender Offers
from the United States. For the purposes of this and the above
paragraph, “United States” has the meaning given to it in
Regulation S under the Securities Act and includes 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 and the District of Columbia.
- Announcement of the success of Tender Offers and Final
Result
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