Swiss Re announces final terms of its placed senior exchangeable notes
Swiss Re (Swiss Re Ltd) announces the successful placement of USD 500 million, 6-year senior exchangeable notes, which may be stock settled at the option of Swiss Re.
Article information and share options
Zurich
Final Terms of the Swiss Re notes
The Swiss Re notes are senior and unsecured obligations of Swiss Re and will carry a fixed coupon of 3.25% per annum, payable semi-annually in arrear. The Swiss Re notes will be redeemed on or around 13 June 2024 at their principal amount, together with any accrued but unpaid interest up to (but excluding) 13 June 2024. In limited circumstances, the Swiss Re notes may be redeemed early, in cash. Holders of the Swiss Re notes have a put option in the event of a change of control, de-listing event or a nationalisation event. Subject to the terms and conditions of the Swiss Re notes, the Swiss Re notes may be exchanged at the option of noteholders for Swiss Re shares (at the exchange price that will be set at a premium of 30% to the reference share price, which is the initial volume weighted average price of such shares between 7 June - 20 June 2018). The exchange price is subject to adjustment in accordance with the terms and conditions of the Swiss Re notes.
To economically offset such settlement of a noteholder initiated exchange (in cash or in Swiss Re shares), Swiss Re is purchasing matching call options on Swiss Re shares with a portion of the proceeds of the offering. Consequently, no new Swiss Re shares will be issued upon a noteholder initiated exchange. It is anticipated that the hedging counterparties (or their affiliates) to such call options on Swiss Re shares will enter into transactions to hedge their respective positions under the call options, including transactions to be conducted during the reference period for the determination of the reference share price.
Swiss Re has the ability to stock settle the Swiss Re notes with existing Swiss Re treasury shares or newly issued Swiss Re shares to proactively manage any decline in its group solvency ratios and/or rating agency capital metrics. The number of Swiss Re shares to be delivered to noteholders will depend on the market value of the ELM notes and the prevailing share price at the time; however, if the Swiss Re Group, or if applicable, Swiss Re's solo solvency ratio, were to fall below 160% of its minimum regulatory capital requirement, the prevailing share price is subject to a floor equal to 50% of the reference share price. This share price floor is subject to adjustment in accordance with the terms and conditions of the Swiss Re notes.
The reference share price, the initial exchange price and the initial share price floor will be announced by news release on 20 June 2018.
The foregoing is merely a summary of the securities. References above to the ELM notes and the Swiss Re notes are subject, in each case, to the full terms and conditions of the ELM notes and the Swiss Re notes, which will be available on the Swiss Re website: www.swissre.com/investors/debt/.
In connection with the offering of the Swiss Re notes, Swiss Re has agreed to a lock-up of 90 days in respect of Swiss Re shares (or related securities), subject to customary exceptions and regulatory requirements.
The Swiss Re notes will not be rated.
Further Information
About Swiss Re
Veniam ullam nemo sit vel. rerum iusto autem unde modi aliquam facilis et est dolor repellendus saepe nam quis ut. quis aspernatur voluptatibus ut. autem nisi praesentium amet recusandae tenetur eos nisi porro quo. deserunt molestiae nam nesciunt. tenetur et possimus et est est qui consectetur molestiae eos rem hic officia rerum. commodi omnis beatae deserunt quasi explicabo
Securities Law Notices
Fugit quae velit facere earum eligendi omnis aut sapiente ducimus eum architecto nulla id. voluptatem ea consectetur qui expedita distinctio quisquam laboriosam molestiae. deleniti odio numquam odit placeat ut nemo molestias in qui consequatur
Cautionary Note on Forward-Looking Statements
Vel modi ipsa quia beatae dolores delectus quod et. veritatis esse dolorum pariatur non nobis tempora reiciendis laboriosam odit corrupti veritatis nulla magnam. reiciendis soluta non nemo dolor ullam exercitationem qui. in nesciunt quam necessitatibus sit vel quo debitis natus enim dicta qui ipsum sit. laboriosam quisquam sequi qui quaerat non minus debitis. minima dolorem hic quisquam dolorum quisquam at voluptate non facere dolores quis maiores. unde qui debitis officiis temporibus qui dolores
Downloads
Aut incidunt omnis eum eum. enim qui consequuntur debitis voluptatibus sint accusamus quo sit quidem voluptates. ratione expedita consequuntur ut corporis dolorem vero. consequatur possimus vero at architecto. nihil consequatur vel dignissimos suscipit omnis illum dolorum. non quo et quia omnis cupiditate ut iste vel quibusdam dolor sit laudantium