14Nov06

Press release

Group

SCOR launches a EUR 377 million capital increase by issuance of 215.3 million shares

SCOR launches a capital increase with preservation of preferential subscription rights in the amount of EUR 376,743,524.50 primarily in order to finance the acquisition of Revios Rückversicherungs AG.

Not for distribution directly or indirectly in the United States, Canada, Australia or Japan.
 


This press release must not be published, released or distributed, directly or indirectly, in the United States, Canada, Japan and Australia.  This press release and the information contained herein do not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe, securities in any country other than France.
 
This document is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States.  Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended or exempt from registration.  The shares of SCOR referred to in this press release have not been and are not being registered under the U.S. Securities Act and SCOR does not intend to make a private placement or a public offer of such securities in the United States.
 
This document does not constitute an offer of securities to the public in the United Kingdom.  This document is for distribution in the United Kingdom only to persons who have professional experience in matters relating to investments falling within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended from time to time) or to whom it may otherwise be lawfully passed on (all such persons being referred to as “relevant persons”).  This document must not be acted on or relied on by persons who are not relevant persons.  Any investment or investment activity to which this communication relates is only available to relevant persons and will be engaged in only with relevant persons.  
 
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SCOR launches a capital increase with preservation of preferential subscription rights in the amount of EUR 376,743,524.50 primarily in order to finance the acquisition of Revios Rückversicherungs AG.
 
Parity:  2 new shares for 9 existing shares
 
Subscription price:  EUR 1.75 per new share

 
The primary purpose of the capital increase described herein is to finance, with shareholders’ equity, a portion of the planned acquisition by SCOR VIE, a wholly-owned SCOR subsidiary, of 100% of the shares of Revios Rückversicherung AG (“Revios”), a company incorporated under the laws of Germany, from GLOBALE Rückversicherungs-Aktiengesellschaft. The completion of this acquisition is subject to compliance with certain conditions precedent which are customary for this type of transaction, as well as authorization of a competent authorities responsible for regulating insurance or reinsurance companies. 
 
The planned acquisition of Revios amounts to approximately EUR 675 million, including (i) the purchase of 100% of the shares of Revios for EUR 605 million, (ii) the refinancing of the subordinated debt contracted by Revios from GLOBALE, in the amount of EUR 50 million, and (iii) the payment of interim interest on the acquisition purchase price and the subordinated debt of Revios in the amount of approximately EUR 20 million.
 
The proposed acquisition is being financed through the issuance by SCOR of undated deeply subordinated notes in the amount of EUR 350 million on July 28, 2006 and by this capital increase.
 
Besides that acquisition, SCOR has announced the signature of a protocol agreement for the acquisition of ReMark Group B.V. shares held by Miklo Beheer B.V., for EUR 22.5 million subject to the usual conditions, thereby increasing its shareholding in the capital of ReMark, which has stood at 10.2% since 1994. Following this transaction, SCOR will hold 39.7% of ReMark’s capital and 40.2% of the voting rights. By increasing its share in the capital of ReMark, SCOR is strengthening its partnership with a major player in the supply of Life reinsurance products. This partnership will also enable ReMark to evolve and to accompany the SCOR group in the development of its Life reinsurance business.
 
 
Denis Kessler, Chairman and CEO of SCOR, said:
 
This capital increase, which is primarily directed to the current shareholders of SCOR, allows the completion of the financing of the Revios acquisition which will strengthen the Group’s development in Life reinsurance throughout the world.  SCOR is actively preparing the integration of Revios which should occur upon the closing of transaction, which is theoretically expected before the end of November.


 

Contact

Marie-Laurence Bouchon

Group Head of Communications

+33 (0)1 58 44 75 43

mbouchon@scor.com

 

Ian Kelly

Head of Investor Relations

+44 203 207 8561

ikelly@scor.com