SCOR renews its contingent capital program

Disclaimer:

SCOR (hereafter “SCOR” or the “Company”) has implemented a contingent capital program in the form of share subscription warrants with J.P. Morgan SE, which upon exercise of these warrants after having received the issued shares is not intended to remain a shareholder of the Company.

The Company's ordinary shares, which would result from the exercise of the aforementioned share subscription warrants, will likely be sold on the market very shortly, which may create strong downward pressure on the Company's share price.

Shareholders may suffer a loss of their invested capital due to a significant decrease in the value of the Company's shares, as well as significant dilution due to the large number of the Company's ordinary shares which may be issued to the benefit of J.P. Morgan SE, as the sole subscriber of these share subscription warrants.

The investors are invited to remain cautious before deciding to invest in the Company's ordinary shares that are admitted to trading, especially when such dilutive transactions are carried out successively. The Company recalls that this dilutive financing transaction is not unprecedented, as it represents the fifth renewal of its contingent capital program, first implemented in January 2011.

Investors are specifically invited to review the risks associated with these transactions, as mentioned in the press release below. It should be noted, however, that the subscription of the warrants is reserved exclusively for J.P. Morgan SE.

SCOR announces the renewal, for 3 years, of its contingent capital program which may provide the Group with additional capital of up to EUR 300 million upon the occurrence of extreme events (natural disasters or events affecting mortality) or a significant fall in the share price of the Company's ordinary shares.

This solution aims to protect the equity and, consequently, the Group's solvency in such circumstances.

The contingent capital program is based upon the issuance by SCOR of share subscription warrants, subscribed by J.P. Morgan SE, which will be automatically exercised in the cases specified in the warrant agreement (the "2025 Warrants").

The coverage period for the contingent capital program starts from January 1, 2026, to December 31, 2028. In the absence of a triggering event during this period, the 2025 Warrants will not be exercised. The warrant agreement for the 2025 Warrants provides, among other things, for the benefit of the Company, an option for early termination of all or part of the 2025 Warrants in the event of a regulatory disqualification event, as well as an option for early termination of all 2025 Warrants on December 31 of each year, beginning on December 31, 2026.

The amount of the share capital increases resulting from the potential exercise of the 2025 Warrants could reach EUR 300,000,000 (including share premium), providing that the dilution shall not exceed 10% of the share capital on the date of issuance of the ordinary shares resulting from the exercise of the 2025 Warrants. It being specified that the exercise of all the 2025 Warrants assumes the absence of exercise of the share issuance warrants issued on December 16, 2022 which coverage period will expire on December 31, 2025 (the "2022 Warrants"), the total number of new ordinary shares to be issued upon exercise of the 2022 and 2025 Warrants not exceeding 10% of the share capital on the date of issuance of said shares.

(Full press release available to download from the right sidebar)