Not for distribution in or into the U.S., Canada, Japan or any
other jurisdiction where such distribution may be unlawful
SCOR has successfully placed a perpetual deeply subordinated restricted Tier 1 Regulation S notes issue in the amount of USD 125 million (1) (hereinafter referred to as the “New Notes”).
These New Notes will be assimilated (assimilées) and form a single series with the existing USD 625,000,000 perpetual deeply subordinated Restricted Tier 1 Notes issued on March 13, 2018 (hereinafter referred to as the “Original Notes”). The New Notes issue will bear the same terms and conditions as the Original Notes.
SCOR intends to use the proceeds of the issuance for general corporate purposes. SCOR also confirms its current intention, subject to market conditions and regulatory approval, to redeem the CHF 125 million undated subordinated note lines, issued on October 20, 2014, and callable in October 2020 using the proceeds of the New Notes.
The coupon for this new USD placement is 5.25%, until the first call date of March 13, 2029, and resets every five years thereafter at the prevailing 5-year U.S. Treasury yield plus 2.37% per annum (no step-up).
The issue price of the New Notes is 99.125%.
The proceeds from the New Notes were swapped into EUR providing an effective yield cost to SCOR of 3.115%.
The New Notes will be assimilated (assimilées) with the Original Notes 40 calendar days after their issue date.
Settlement is expected to take place on December 17, 2019.
Application will be made for the New Notes to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange.
The proceeds from the New Notes are expected to be eligible for inclusion in SCOR’s Tier 1 regulatory capital, in accordance with applicable rules and regulatory standards, and as equity credit in the rating agency capital models.
The New Notes are expected to be rated A- by Standard & Poor’s.
Denis Kessler, Chairman & Chief Executive Officer of SCOR, comments: “The success of today’s USD placement through a tap of our outstanding Tier 1 instrument issued last year demonstrates the Group’s ability to pursue an active and innovative capital management policy and secure long-term funding on the best conditions. The notes were oversubscribed by five times which bears witness to the quality and strength of SCOR’s credit worthiness.”
In order to comply with the conditions set in article 71 of the delegated acts and ensure that the proceeds of the New Notes be eligible as Tier 1 regulatory capital, SCOR has irrevocably undertaken to the holders of the New Notes and of the existing Original Notes that it will not proceed with any redemption or purchase in the first 5 years following the Issue Date of the New Notes (but excluding any redemption for (i) Regulatory Reasons, or (ii) provided that a Redemption Alignment Event has occurred, for Tax Reasons) unless such redemption or purchase has/have been funded out of the proceeds of a new issuance of own funds capital of the same or higher quality as the New Notes. Furthermore, the Issuer will not proceed with any redemption or purchase occurring after the fifth (5th) anniversary of the Issue Date of the New Notes and before the tenth (10th) anniversary of the Issue Date of the New Notes unless (i) the Relevant Supervisory Authority has confirmed to the Issuer that it is satisfied that the Solvency Capital Requirement is exceeded by an appropriate margin (taking into account the solvency position of the Issuer including the Issuer's medium term capital management plan) or (ii) such redemption or purchase is funded out of the proceeds of a new issuance of, or the New Notes are exchanged into, Tier 1 own funds of the same or a higher quality than the New Notes.
(1) Rounded from USD 124.8 million