Crédit Agricole Assurances successfully places an issue of
subordinated Tier 2 notes at a fixed annual rate and sets the
maximum principal acceptance amount of its previously launched
Tender Offers
Release
Paris,
17 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 successfully places
a €500,000,000 issue of subordinated Tier 2 notes at a fixed annual
rate of 5.875% and sets the maximum principal acceptance
amount of its previously launched Tender Offers at
€500,000,000.
Crédit Agricole Assurances announced
today:
- the successful placement of a 10-year fixed rate Tier 2
Subordinated Notes issue for a principal amount of €500,000,000
(the "New Issue"); and
- set the maximum acceptance amount of its tender offers
relating to two tranches of undated subordinated notes issued in
2014 and 2015 launched on 16 October 2023 (the "Tender Offers") at
€500,000,000.
The Tender Offers and the New Issue are
part of Crédit Agricole Assurances' active capital management
policy.
The New Issue has been structured for the newly
issued notes (the “Notes”) to be eligible for Tier 2 capital under
Solvency II. The Notes will bear interest at a fixed rate of 5.875%
per annum until maturity in 2033. It is contemplated that the Notes
will be rated by Standard & Poor's with an "expected" BBB
rating and that an admission to trading on the regulated market of
Euronext Paris will be sought, subject to the approval by the
Autorité des marchés financiers of a prospectus which will set out
the terms and conditions of this New Issue. The transaction
received strong investor demand, resulting in an issue subscribed
nearly four times. Settlement and delivery of the Notes is
scheduled for 25 October 2023.
Following the placing of the New Issue, Crédit
Agricole Assurances also announces that it will set the maximum
amount of its Tender Offers up to the principal amount of the New
Issue, i.e. €500,000,000 (the "Maximum Acceptance
"). Crédit Agricole Assurances may increase or decrease the Maximum
Acceptance Amount. Crédit Agricole Assurances will announce the
final acceptance amount of existing notes to be repurchased under
its Tender Offers (the "Existing Notes"), as well
as the allocation between each series of Existing Notes at its sole
discretion upon publication of the final results of the Tender
Offers.
As previously announced, the Existing Notes
which are the subject of the invitation to the holders of the
Existing Notes (the "Holders") to tender their
notes for repurchase by Crédit Agricole Assurances are undated
subordinated notes issued in 2014 and 2015 by Crédit Agricole
Assurances, currently benefiting from a grandfather clause, with an
outstanding principal amount of €1 billion (ISIN FR0012444750) and
€750 million (ISIN FR0012222297) respectively, and bearing interest
at fixed annual rates of 4.25% and 4.5% resettable respectively on
13 January and 14 October 2025:
Title of Existing Notes |
ISIN code |
Principal amount outstanding |
First Call Date |
4.25% Undated Subordinated Resettable
Notes |
ISIN:FR0012444750 |
1,000,000,000 euros |
13
January 2025 |
4.50% Undated Subordinated Resettable
Notes |
ISIN:
FR0012222297 |
750,000,000 euros |
14
October 2025 |
The Tender Offers started on 16 October 2023 and
will expire on 23 October 2023. The terms and conditions of the
Tender Offers are set out in the Tender Offer Memorandum dated 16
October 2023, which sets out, among other things, the restrictions
on the Tender Offers. The final results of the Tender Offers will
be announced on 24 October 2023 (subject to any extension,
withdrawal, termination or change in the timeline of the Tender
Offers).
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 Existing 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 contactsFrançoise Bololanik +33 (0)1 57 72
46 83 / 06 25 13 73 98Nicolas Leviaux +33 (0)1 57 72 09 50 / 06 19
60 48 53service.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 |
Notice relating to the Tender Offers
Holders must make their own decisions as to
whether to offer their Existing Notes pursuant to the Tender Offers
and, if so, the principal amount of the Existing Notes to be
tendered. 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.
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 Existing 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 Existing 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.
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.
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.
Notice regarding the New IssueThis press
release does not constitute an offer to sell or subscribe, nor the
solicitation of an order to purchase or subscribe the Notes (as
defined above) in the United States of America, Canada, Australia
or Japan or in any state or jurisdiction where such offer or
solicitation would be unlawful absent registration or approval
under the laws of such state or jurisdiction.
The offering and the subscription of the Notes
may be subject to specific legal and regulatory restrictions in
certain jurisdictions; Crédit Agricole Assurances accepts no
liability in connection with a breach by any person of such
restrictions.
This press release constitutes an advertisement. It does not
constitute a prospectus within the meaning of Regulation (EU)
2017/1129 of the European Parliament and of the Council dated 14
June 2017 (as amended, the “Prospectus
Regulation”). The distribution of this press release may
be subject to specific regulations in certain countries. Persons in
possession of this document are required to inform themselves of
any such local restrictions and to comply with them. Crédit
Agricole Assurances does not accept any liability to any person in
connection with the distribution of this press release or the
information contained herein in any country.
European Economic Area
The Notes may not be and have not been offered
to the public in any member state of the European Economic Area
(“EEA”) (each, a “Member State”),
except under the exemptions provided by Article 1(4) of the
Prospectus Regulation. No action has been or will be taken to allow
a public offering of the Notes other than to qualified investors in
any Member State PROHIBITION OF SALES TO EEA RETAIL
INVESTORS – The Notes are not intended to be, and have not
been, offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor
in the EEA. For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive (EU) 2014/65 (as amended,
“MiFID II”); or (ii) a customer within the meaning
of Directive (EU) No 2016/97 dated 20 January 2016 on insurance
distribution (as amended, the “Insurance Distribution
Directive”), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II. No key information document required by Regulation (EU)
No 1286/2014 for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been
prepared.
MiFID II product governance / target
market – The Prospectus in respect of the Notes will
include a legend entitled “MiFID II Product Governance” which will
outline the target market assessment in respect of the Notes and
which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a
“Distributor”) should take into consideration the
target market assessment; a Distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution
channels.
This selling restriction supplements the other selling
restrictions applicable in each Member State.
United Kingdom
This press release is only directed at (i)
persons who are not located outside the United Kingdom
(“UK”), (ii) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Order”); (iii)
persons falling within Article 49(2)(a) to (d) (high net worth
entities, non-incorporated associations, etc.) of the Order, or
(iv) persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the
Financial Services and Markets Act 2000 (the
“FSMA”)) in connection with the issue or sale of
the Notes may otherwise lawfully be communicated (all such persons
mentioned in paragraphs (i), (ii), (iii) and (iv) above, together
being referred to as “Relevant Persons”). The
Notes are only available to Relevant Persons, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such
Notes will be addressed or concluded only with Relevant Persons.
Any person that is not a Relevant Person must abstain from using or
relying on this press release and the information contained
therein.
This press release does not constitute a
prospectus and has not been approved by the Financial Conduct
Authority or any other UK regulatory authority within the meaning
of Section 85 of the FSMA.
The Notes are not intended to be offered, sold
or otherwise made available to and, with effect from such date,
should not be offered, sold or otherwise made available to any
retail investor in the UK. For these purposes, a retail investor
means a person who is one (or both) of: (i) a retail client as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended (“EUWA”); or
(ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, where that customer would not
qualify as a professional client as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA. No key information document under
Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA is available.
United States of America
This press release may not be published,
distributed or transmitted in the United States of America
(including its territories and dependencies, any state of the
United States of America and the District of Columbia). This press
release does not constitute an offer to purchase or to
subscribe for the Notes in the United States of America. The
Notes have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) and
may not be offered or sold in the United States of America, except
pursuant to an exemption from the registration requirements of
the Securities Act. The Notes will be sold only outside the United
States within the meaning of and in conformity with Regulation
S under the Securities Act. Crédit Agricole Assurances
does not intend to register all or any portion of the offering
of the Notes in the United States of America or to conduct a public
offering of the Notes in the United States of America.
Canada, Australia and Japan
This press release must not be published,
released or distributed, directly or indirectly, in Australia,
Canada or Japan. 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
such countries.
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