Following the launch of its Tender Offers, Crédit Agricole
Assurances has successfully placed an issue of 750,000,000 euros of
Tier 2 subordinated notes at a fixed rate of 4.500% per annum
Press
release
Paris, 4 September 2024
This press release may not be
distributed or published directly or indirectly in the United
States, Canada, Australia or Japan.
Following the launch of its Tender
Offers, Crédit Agricole Assurances has successfully placed an issue
of 750,000,000 euros of Tier 2 subordinated notes at a fixed rate
of 4.500% per annum and
set the Maximum Acceptance Amount of its previously launched
Tenders Offers at 750,000,000 euros.
Following the launch of its tender
offers for the two series of undated subordinated notes issued in
2014 (ISIN FR0012222297) and 2015 (ISIN FR0012444750) on 3
September 2024 (the “Tender Offers”), Crédit
Agricole Assurances announces today that it has:
(i) successfully
placed an issue of Tier 2 fixed rate subordinated notes due
December 2034 for a nominal amount of 750,000,000 euros (the
“New Issue”); and
(ii) set
the Maximum Acceptance Amount (as defined below) of its Tender
Offers at 750,000,000 euros.
The Tender Offers and the New Issue are
part of Crédit Agricole Assurances’ active capital management
policy, and follow the partial tender offers in respect of the
Existing Notes (as defined below) and concurrent issue of Tier 2
subordinated notes by Crédit Agricole Assurances in October
2023.
The New Issue has been structured so that the
newly issued notes (the “Notes”) are eligible for
Tier 2 capital under Solvency II. The Notes will bear interest at
the annual fixed rate of 4.500 % until maturity in 2034. The Notes
have been rated by Standard & Poor’s, with a BBB+ rating, and
their 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 detailing the terms and
conditions of this New Issue. The transaction met strong investor
demand, with subscription intentions more than 4.5 times higher
than the total nominal amount of the New Issue. Settlement of the
Notes is scheduled for 12 September 2024.
Following the placing of the New Issue, Crédit
Agricole Assurances also announces that it will set the maximum
acceptance amount of its Tender Offers up to the principal amount
of the New Issue, i.e. €750,000,000 (the "Maximum
Acceptance Amount"). Crédit Agricole Assurances may
increase or decrease the Maximum Acceptance Amount at its full
discretion. Crédit Agricole Assurances will announce the final
acceptance amount of Existing Notes (as defined below) to be
repurchased under its Tender Offers, as well as the allocation
between each series of Existing Notes (as defined below) at its
sole discretion upon publication of the results of the Tender
Offers.
As previously announced, the invitation to
qualifying holders of the Existing Notes (the “Qualifying
Holders”) to present their notes for purchase by Crédit
Agricole Assurances relates to undated subordinated notes issued in
2014 and 2015 by Crédit Agricole Assurances, currently
grandfathered, with an outstanding principal amount of €620 million
(ISIN FR0012444750) and €630 million (ISIN FR0012222297) and
bearing interest at fixed rates of 4.25% and 4.50% per annum,
resettable on January 13 and 14 October 2025, respectively (the
"Existing Notes"):
Designation of the Existing
Notes |
ISIN code |
Outstanding principal amount |
First Call Date |
4.25% Undated Subordinated Resettable Notes |
ISIN:
FR0012444750 |
620,000,000 euros |
13 January 2025 |
4.50% Undated Subordinated Resettable Notes |
ISIN:
FR0012222297 |
630,000,000 euros |
14 October 2025 |
The Tender Offers have started on 3 September
2024 and will end on 10 September 2024 at 4:00 p.m. Central
European Summer Time (the “Expiration Time”). The
terms and conditions of the Tender Offers are set out in the
document entitled “Tender Offer Memorandum” dated 3 September 2024,
which sets out, among other things, the restrictions relating to
the Tender Offers (the “Tender Offer Memorandum”).
The results of the Tender Offers (including the total nominal
amount of the Existing Notes validly tendered and accepted for
purchase and the allocation between each series of Existing Notes)
will be announced on 11 September 2024 (subject to any extension,
withdrawal, termination or change in the timing thereof in
accordance with the terms of the Tender Offer Memorandum).
Uptevia is acting both as Tender Agent and
Information Agent in connection with the Tender Offers. Qualifying
Holders who are eligible to participate in the Tender Offers may
contact Uptevia if they have any questions regarding the procedures
for tendering their Existing Notes and may request the Tender Offer
Memorandum from Uptevia by telephone at +33 (0) 1 73 05 01 22 or
+33 (0) 1 73 05 03 28 and by email to sylvie.benacom@uptevia.com,
sandrine.manga-ekambi@uptevia.com or
CT-service-ost@uptevia.com.
Crédit Agricole Assurances is rated A/stable
outlook by Standard & Poor's.
About Crédit Agricole
Assurances
Crédit Agricole Assurances, France’s largest insurer, is the
company of the Crédit Agricole group, which brings together all the
insurance businesses of Crédit Agricole S.A. Crédit Agricole
Assurances offers a range of products and services in savings,
retirement, health, personal protection and property insurance
products and services. They are distributed by Crédit Agricole’s
banks in France and in 9 countries worldwide, and are aimed at
individual, professional, agricultural and business customers.
Crédit Agricole Assurances has 5,800 employees. Its premium income
(“non-GAAP”) to the end of 2023 amounted 37.2 billion euros.
www.ca-assurances.com
Press contacts
Nicolas Leviaux +33 (0)1 57 72 09 50 / 06 19 60 48 53
Julien Badé +33 (0)1 57 72 93 40 / 07 85 18 68 05
service.presse@ca-assurances.fr
|
Investor relations contacts
Yael Beer-Gabel +33 (0)1 57 72 66 84
Gaël Hoyer +33 (0)1 57 72 62 22
Sophie Santourian +33 (0)1 57 72 43 42
Cécile Roy +33 (0)1 57 72 61 86
relations.investisseurs@ca-assurances.fr |
Notice relating to the Tender
Offers
Qualifying Holders must make their own decisions as to whether
to tender their Existing Notes in accordance with the Tender Offers
and, where applicable, the nominal amount of the Existing Notes to
be tendered. Qualifying Holders should consult their own
appropriate tax, financial, accounting and legal advisors regarding
the acceptability of the tax, accounting, financial and legal
consequences of participating in or not participating in the Tender
Offers.
This press release does not constitute an
offer to purchase, redeem or the solicitation of an offer to sell
any securities.
This press release does not constitute an
invitation to participate in the Tender Offers. Such an invitation
will be made only by means of documents (including the Tender Offer
Memorandum) which 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 and will not be made, directly or indirectly,
in the United States, or by mail, or by any means or instrument
(including, without limitation, transmission by fax, telex,
telephone, email and other forms of electronic transmission) of
interstate or foreign trade, or any facility of a domestic stock
exchange, or to beneficial owners of the Existing Notes that are
located in the United States or that are qualified as “U.S.
Holders” (each a “U.S. Holder”) as defined in
“Rule 800” of the “U.S. Securities Act” 1933”, as amended (the
“Securities Act”), and the Existing Notes may not
be tendered by such use, means, instrument 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 this press
release, the Tender Offer Memorandum and any documents or materials
relating to the Tender Offers are not and should not be, directly
or indirectly, mailed or otherwise transmitted, distributed or
transmitted in the United States or to any of these persons. Any
purported tender in response to the Tender Offers resulting
directly or indirectly from a breach of these restrictions will be
invalid, and tenders made by a person located in the United States
or by any agent, trustee or other intermediary giving instructions
from the United States or any U.S. Holder will not be
accepted.
Each Qualifying Holder participating in the Tender
Offers shall declare that it is not a U.S. Holder, is not located
in the United States and does not participate 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” of the Securities Act and includes the United
States, its territories and possessions (including Puerto Rico, the
United States Virgin Islands, Guam, the American Samoa Islands,
Wake Island and the Northern Mariana Islands), any State of the
United States and the District of Columbia.
United Kingdom.
This press release, the Tender Offer Memorandum and any other
documents or materials relating to the Tender Offers are not
communicated or intended for, and these documents and/or materials
have not been approved by, an “authorised person” within the
meaning of section 21 of the Financial Services and Markets Act
2000, as amended by the “FSMA”). Accordingly,
this press release, the Tender Offer Memorandum and any other
documents or materials relating to the Tender Offers are not
distributed and should not be transmitted to the general public in
the United Kingdom. The disclosure of such documents and/or
materials to the United Kingdom is exempted from the restriction on
financial promotions under Section 21 of the FSMA insofar as it is
and may only be disclosed to “qualified investors” within the
meaning of Article 2(e) of the Prospectus Regulation as it forms
part of the United Kingdom’s domestic law under the European Union
(Withdrawal) Act 2018, as amended (‘EUWA’),
who are (i) investment professionals referred to in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”),
(ii) persons referred to in Article 43(2) of the Order, including
existing members and creditors of Crédit Agricole Assurances, and
(iii) any other person to whom such documents and/or materials may
lawfully be disclosed (such persons being collectively referred to
as the “relevant persons” in this paragraph), and shall not be used
or relied upon by persons other than the relevant persons.
European Economic
Area. In any member State of the European
Economic Area (“EEA”) (each designated as a
“Relevant State”), this press release, the Tender
Offer Memorandum and any other documents or materials relating to
the Tender Offers are only intended and addressed to qualified
investors within the meaning of Regulation (EU) 2017/1129, as
amended (the “Prospectus Regulation”), in that
Relevant State. Any person in a Relevant State who receives any
communication relating to the Tender Offers, the Tender Offer
Memorandum or any other documents relating to the Tender Offers
will be presumed to have acknowledged to and agreed with the Sole
Structuring Bank and Sole Dealer Manager, as defined in the Tender
Offer Memorandum, and Crédit Agricole Assurances S.A. that he 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
Issue
This press release does not constitute an
offer or solicitation to purchase or subscribe for the Notes in the
United States, Canada, Australia or Japan, or in any state or
jurisdiction where such an offer or solicitation would be unlawful
in the absence of registration or approval under the laws of that
state or jurisdiction.
The offer and subscription of the Notes may
be subject in certain countries to specific legal or regulatory
restrictions; Crédit Agricole Assurances accepts no liability for
any breach by any person of these restrictions.
This press release constitutes a
communication of a promotional nature but does not constitute a
prospectus within the meaning of the Prospectus Regulation. The
distribution of this press release may, in certain countries, be
subject to specific regulations. Persons in possession of this
document are required to inform themselves of any local
restrictions and to comply with them. Crédit Agricole Assurances
accepts no responsibility towards any person in connection with the
distribution of this press release or the information contained
therein in any country.
European Economic
Area
The Notes may not be and have not been
offered to the public in any Relevant State, except in accordance
with the derogations provided for in Article 1(4) of the Prospectus
Regulation. No action has been or will be taken to permit an offer
to the public of the Notes other than to qualified investors in a
Relevant State.
PROHIBITION OF SALES TO EEA RETAIL
INVESTORS – The Notes are not intended to be
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 both) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive (EU) No 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 under
Regulation (EU) No 1286/2014 is available.
MiFID II product governance / target
market - The prospectus for the Notes contains a
legend entitled “MiFID II product governance / professional
investors and eligible counterparties only target market”
describing the target market assessment with respect to the Notes
and the appropriate distribution channels for the Notes. Any person
subsequently offering, selling or recommending the Notes (a
“Distributor”) must consider the target market
assessment; a Distributor subject to MiFID II is responsible for
conducting its own target market assessment with respect to the
Notes (by adopting or refining the target market assessment) and
determining appropriate distribution channels.
This investment restriction is in addition
to the other investment restrictions applicable in each Relevant
State.
United Kingdom
This press release is intended only for
persons who (i) are located outside the United Kingdom, (ii) are
“investment professionals” within the meaning of section 19(5) of
the Order), (iii) are referred to in section 49(2) (a) to (d)
(high-equity companies, non-registered associations, etc.) of the
Order, or (iv) are persons to whom an invitation or inducement is
directed to be undertaken in investment activities (within the
meaning of Section 21 of the FSMA in connection with the issue or
sale of the Notes, may be lawfully disclosed (the persons referred
to in paragraphs (i), (ii), (iii) and (iv) together being referred
to as the “Authorised Persons”). The Notes are
only intended for Authorised Persons and any invitation, offer or
contact relating to the subscription, purchase or acquisition of
the Notes may only be addressed or entered into with Authorised
Persons. Any person other than an Authorised Person shall refrain
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 regulatory authority in the United Kingdom
within the meaning of Section 85 of the FSMA.
The Notes are not intended to be offered,
sold or otherwise made available and, from that date, shall not be
offered, sold or otherwise made available to a retail investor in
the United Kingdom. For these purposes, a retail investor means a
person having one or more of these qualities: (i) a retail client
as defined in Article 2(8) of Regulation (EU) No 2017/565 as part
of domestic law under the EUWA; or (ii) a client as defined in the
FSMA and any rules or regulations made under the FSMA to implement
the Insurance Distribution Directive, where that client would not
be qualified as a retail investor professional client within the
meaning of Article 2(1)(8) of Regulation (EU) No 600/2014 as it
forms part of national law under the EUWA. No key information
documents required by Regulation (EU) No 1286/2014 as part of
national law under the EUWA have been prepared.
United States
This press release may not be published,
distributed or transmitted in the United States (or in its
territories and dependencies, its constituent states or the
District of Columbia). This press release does not constitute a
solicitation to purchase or an offer to purchase or subscribe for
the Notes in the United States. The Notes have not been and will
not be registered under the Securities Act and may only be offered
or sold in the United States in accordance with an exemption regime
under the Securities Act. The Notes will only be offered or sold
outside the United States within the meaning and in accordance with
Regulation S of the Securities Act. Crédit Agricole Assurances does
not intend to register in the United States or to make an offer to
the public of the Notes, in the United States or
elsewhere.
Canada, Australia and
Japan
This press release may not be published,
communicated or distributed, directly or indirectly, in Australia,
Canada or Japan. This press release and the information contained
herein do not constitute an offer or solicitation to purchase or
subscribe for the Notes in these countries.
- Press release on pricing new issue and maximum acceptance
amount tender - September 2024
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