EANS-Adhoc: UNIQA launches invitation to buy back subordinated (tier 2) bonds issued in 2013 and 2015 and intends to issue a new subordinated (tier 2) bond with the same nominal amount

Publication of inside information in accordance with Article 17 MAR by euro adhoc with the aim of Europe-wide distribution. The issuer is responsible for the content.

Financing / invitation to buyback and bond issue / letter of intent 11/25/2021

Vienna – THE INFORMATION CONTAINED HEREIN IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION IN OR WITHIN THE UNITED STATES OF AMERICA, IN OR IN AUSTRALIA, CANADA OR JAPAN.

The Management Board and the Supervisory Board of UNIQA Insurance Group AG (“UNIQA” or the “Company”) decided today to acquire the holders of the (a) EUR 350,000,000.00 subordinated, fixed-to-variable-rate bond with a due date in 2043 and the first possibility of termination by the company as of July 31, 2023, ISIN XS0808635436 (the “2023 bond”), and (b) EUR 500,000,000.00 subordinated, fixed-rate, floating-rate bond with the planned maturity in 2046 and the first possibility of Termination by the Company on 7/27/2026, ISIN XS1117293107 (the “2026 bond”; together with the 2023 bond the “bonds” and each of these a “series”), to invite the Company to tender their bonds for repurchase (the ” Buyback Offer “or the” Buyback “).

The repurchase will take place (i) in a total nominal amount up to a maximum of EUR 300,000,000.00 or such other amount as the Company may determine in its absolute discretion (the “Maximum Repurchase Amount”), (ii) (a) with a Yield of -0.05% for the 2023 bond and (b) with an offer spread of +80 basis points plus the interpolated mid-swap rate of the 2026 bond November 2021 (the “Offer Document”) for the 2026 Notes, and in each of these cases (c) plus accrued interest. The details are set out in the offer document. If the Company receives offers to repurchase the Bonds for an aggregate nominal amount in excess of the Maximum Repurchase Amount, a reduction will be made.

The repurchase is conditional upon the successful placement of newly issued subordinated (Tier 2) fixed at floating rate bonds with a minimum denomination of EUR 100,000.00 (the “new bond”) in the same nominal amount as bonds are repurchased.

Investors can tender their 2023 bond and / or 2026 bond for repurchase starting today, November 25, 2021 until the end date, December 1, 2021 (unless the repurchase offer is extended, terminated early or withdrawn, in each case in discretion of the company). The preliminary results of the buyback offer are expected to be released on or around December 2, 2021. The final results of the repurchase offer will be published as soon as possible on or after December 2, 2021 or on or after the date on which the New Bond is priced, whichever is the later. Settlement of the repurchase is expected on December 10, 2021 or on the banking day after settlement of the issue of the New Bond, whichever is the later.

The repurchase offer is being made exclusively on the basis and in accordance with the terms and conditions of the offer document. Lucid Issuer Services Limited (+44 20 7704 0880 / uniqa@lucid-is.com [uniqa@lucid-is.com]) in their capacity as agent for the repurchase offer from today.

In the event of a buyback, UNIQA expects an increase in financing costs because the buyback will be carried out with a premium on the nominal amount, which will be booked in full in 2021. Regardless of this, UNIQA is leaving the current outlook for the 2021 financial year unchanged.

The issue and placement of the new bond are, depending on the market conditions, planned on or around December 2, 2021 and will be aimed exclusively at institutional investors in Austria and abroad. Holders of the existing bonds can receive a preferential allotment in the offer of the new bond (in accordance with the terms and conditions of the offer document). In order to receive a preferential allocation of the new bond, interested investors should contact a dealer manager in order to have their interest noted and to receive an individualized reference number (allocation code). Admission of the new bond to official trading on the Vienna Stock Exchange is intended, depending on the approval of the admission prospectus.

UNIQA intends to arrange that an amount equal to the net proceeds from the issue of the new bond as soon as practically possible, but in any case before the end of the term of the new bond, in whole or in part, for the financing and / or refinancing of suitable assets is used in accordance with the UNIQA Green Bond Framework.

JP Morgan AG and Raiffeisenbank International AG have been commissioned as dealer managers and Lucid Issuer Services Limited as agent for the buyback offer.

JP Morgan AG and Raiffeisenbank International AG have been commissioned as joint bookrunners for the new bond.

Legal notice / disclaimer:
This notification is a mandatory notification in accordance with Article 17 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (Market Abuse Regulation).

This announcement is for informational purposes only and is not an offer to sell or an invitation, solicitation or offer to buy or subscribe for securities, nor is it a financial analysis or advice or recommendation relating to financial instruments. The securities have not been and will not be registered with foreign securities authorities in accordance with foreign securities laws, in particular not in accordance with the US Securities Act of 1933 as amended (“Securities Act”), and in particular may not be registered in the United States of America (“USA”) may not be offered or sold without registration or an exemption from the registration requirements under the Securities Act.

This announcement is not intended for distribution to or within the United States, Australia, Canada or Japan or any other state in which distribution or distribution would be prohibited and may not be distributed or forwarded to publications with general circulation in the United States. There is no public offering of securities in the USA.

This announcement is not an offer, invitation or solicitation to the public in connection with an offer within the meaning of the European Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The offer and sale of the New Bond are based on an exception in accordance with the Prospectus Ordinance from the obligation to prepare a prospectus for offers of securities.

An admission prospectus will be created solely for the purpose of admitting the new bond to official trading on the Vienna Stock Exchange. If and as soon as it has been approved by the financial market supervisory authority, the prospectus will be published in electronic form on the website of the issuer at https://www.uniqagroup.com/ gruppe / versicherung / investor-relations / bonds.en.html [https:// www.uniqagroup.com/gruppe/versicherung/investor-relations/Anleihen.en.html] be available for download free of charge.

End of the announcement euro adhoc

Issuer: UNIQA Insurance Group AG
Untere Donaustra├če 21
A-1029 Vienna
Phone: 01/211 75-0
FAX:
Email: investor.relations@uniqa.at
WWW: http://www.uniqagroup.com
ISIN: AT0000821103
Indizes: ATX, WBI
Exchanges: Vienna
Language: German

Inquiries & contact:

UNIQA Insurance Group AG

Investor Relations:

Michael Oplustil, Investor Relations, +43 1 21175 3236,
+43 664 88915215, michael.oplustil@uniqa.at

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