EQS-CMS: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe: Announcement according to § 139 BörseG

NOT FOR DISTRIBUTION TO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS ILLEGAL TO DISCLOSE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe announces a repurchase offer for EUR 500,000,000 5.5% 2043 non-call 2023 notes (ISIN: AT0000A12GN0) and the planned issuance of subordinated notes under its Tier 2 issuance program

VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (the “business“) advertises an offer to eligible holders (the “bondholders“) for outstanding EUR500,000,000 5.5% 2043 bonds with no 2023 call option (ISIN: AT0000A12GN0) (the “obligations“) to offer all such Bonds for purchase by the Company in cash (the “offer” or the “repurchase“).

The Offer is made under the terms established in a Public Acquisition Offer Memorandum dated June 6, 2022 (the “Takeover bid memorandum“) and is subject to the offer restrictions set forth below and more fully described in the Tender Offer Memorandum. The offer will be made solely on the basis of and under the terms of the Tender Offer Memorandum. Acquisition, which is available from today on request from Kroll Issuer Services Limited (+44 (0)20 7704 0880 / [email protected]) in its capacity as Global Tender Agent and Erste Group Bank AG (+43 ( 0) 5 0100 – 84053 / [email protected]) in its capacity as Austrian tender agent (collectively, the “bidding agents“) is it availabe. Bondholders are advised to carefully read the Tender Offer Memorandum for full details and information on how to participate in the Offer.

The Company has no obligation to accept for the purchase of the Bonds offered in the Offer. The acceptance by the Company of the Bonuses offered in the offer is at the sole discretion of the Company and the Company may reject the offers for any reason.

The Company will pay for the Notes accepted for purchase pursuant to the Tender Offer (and subject to the satisfaction or waiver of the New Financing Condition) at a price to be determined in the manner described in the Tender Offer Memorandum. Acquisition. The Company will also make an accrued interest payment on the Bonds accepted for purchase in the Offer.

The Company also announces its intention to issue subordinated debt under its Tier 2 issuance program on May 20, 2022. (the “new notes“). The Company’s purchase of the Notes under the Offer is subject, without limitation, to the successful completion (in the sole discretion of the Company) of the Offer of the New Notes (the “New financing condition“).

To participate in the Offer and be entitled to receive the purchase price and interest accrued pursuant to the Offer, Bondholders must validly offer their Bonds for purchase by presenting, or having presented on their behalf, an instruction of bid valid to be submitted no later than September 17, 2018 :00 pm (CEST) on June 14, 2022 by the Tender Agents, unless extended, reopened, modified, shortened and/or terminated as provided in the Tender Offer Memorandum. The instructions must be presented for a minimum nominal amount of the Bonds of at least 100,000 euros, which corresponds to the denomination of the Bonds.

Investors in the Notes may receive a priority allocation under the offering of the New Notes (subject to the terms of the Tender Offer Memorandum).

Any investment decision to purchase New Bonds should be made solely on the basis of the information contained in the Base Prospectus dated May 20, 2022 (the “user information“) and the Final Terms in connection with the issuance of the New Bonds and their admission to listing on the Vienna Stock Exchange and trading on the Regulated Market (the “Final Terms“) have been made and no representations other than those contained in the Prospectus and Final Terms should be relied upon.

This announcement and the Tender Offer Memorandum do not constitute a solicitation to participate in the Offer in any jurisdiction or to any person for whom such solicitation or participation would be illegal under applicable securities laws.

Distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. The Company and the Tender Agents require that persons in possession of this announcement and the Tender Offer Memorandum inform themselves about and observe such restrictions. See “Offer and Distribution Restrictions” (Supply and Distribution Restrictions) in the Tender Offer Memorandum.

The Offer, in connection with an issuance of New Notes, is made as part of the active management of the Company’s capital base. The repurchase will provide liquidity to investors in the Existing Debentures while allowing them to reallocate funds to the Company’s proposed new Debentures.

Legal Notice/Disclaimer:

This communication is for informational purposes only and does not constitute an offer to sell, an offer or solicitation to purchase or subscribe for any security, nor does it constitute financial analysis or advice or a recommendation in relation to any financial instrument.

The Offer and the New Bonds will not be offered or sold in the United States. This announcement and the Tender Offer Memorandum do not constitute an offer to sell, or a solicitation of an offer to buy, the New Bonds in the United States or in any other jurisdiction. Securities may not be offered, sold, or delivered in the United States unless they are in accordance with the United States Securities Act of 1933, as amended (the “securities law“) registered or exempt from registration. The New Notes have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be registered, directly or indirectly, within the United States or to or on behalf of or offered, sold or given for the benefit of any US person (as defined in Regulation S of the Securities Act).

This announcement and the documents referred to in it may not be distributed, directly or indirectly, in or to the United States of America. The offer to which this material refers is not sent, directly or indirectly, to or from the United States using the United States mail or any means of interstate or foreign commerce (including electronic mail, facsimile, telephone, and the Internet) or an entity of a US national stock exchange. The Offer may not be accepted through such means or facilities or from the United States of America.

This announcement and the Tender Offer Memorandum do not constitute an offer to buy or solicitation of any security in Italy (except as provided in the Tender Offer Memorandum), Belgium (except as provided in the Tender Offer Memorandum of Acquisition), Republic of France (except as provided in the Tender Offer Memorandum) or any other jurisdiction in which such offer or solicitation would be illegal. The Tender Offer Memorandum and the Offer may be sent to persons in the United Kingdom only if Section 21(1) of the Financial Services and Markets Act 2000 does not apply. This announcement does not constitute a public offer or an invitation to the public in relation to any offer within the meaning of the European Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulations“) and will not do so under any circumstances.

A listing prospectus has been prepared solely for the purpose of listing the New Bonds for official trading on the Vienna Stock Exchange. The listing prospectus is available in electronic format for free download on the company’s website at https://www.vig.com/de/investor-relations/bonden/bondprogramme.html.

Questions:
VIENNA INSURANCE GROUP
Investor Relations
1010 Vienna, Schottenring 30

Nina Higatzberger-Schwarz Phone: +43 (0)50 390-21920 Email: [email protected]
Sylvia Macherndl Phone: +43 (0)50 390-21151 Email: [email protected]
Sarah Salchegger Telephone: +43 (0)50 390-20071 Email: [email protected]

.

Leave your vote

Leave a Comment

Log In

Forgot password?

Forgot password?

Enter your account data and we will send you a link to reset your password.

Your password reset link appears to be invalid or expired.

Log in

Privacy Policy

Add to Collection

No Collections

Here you'll find all collections you've created before.