A total of 8,818,860 Swiss Life/Rentenanstalt registered shares were tendered to Swiss Life Holding by the end of the offer period on 18 October 2002 for exchange. Swiss Life Holding thus controls a total of 75.07% of the Swiss Life/Rentenanstalt share capital and votes. In light of the proportion of shares tendered, Swiss Life Holding declares the offer to have been successful, subject to fulfilment of the other conditions set out in the offer prospectus. The Swiss Life Holding registered shares will be included in the SMI.
On 23 September 2002 Swiss Life Holding submitted a public offer for the exchange of all Swiss Life/Rentenanstalt registered shares. By the end of the offer period on 18 October 2002, a total of 8,818,860 Swiss Life/Rentenanstalt registered shares had been tendered to Swiss Life Holding for exchange. This represents 75.07% of Swiss Life/Rentenanstalt's 11,747,000 registered shares. Swiss Life Holding thus controls a total of 75.07% of the Swiss Life/Rentenanstalt share capital and votes. Judging from the declarations of acceptance which have been received, the response to the exchange offer, with 75.07% of the shares tendered, can be described as gratifying.
Under the terms set out in the offer prospectus, the exchange offer is subject, among other things, to the condition that more than 85% of all Swiss Life/Rentenanstalt registered shares are tendered to Swiss Life Holding. Based on the proportion of shares tendered, amounting to 75.07%, this condition has not actually been met. That notwithstanding, Swiss Life Holding is waiving this condition in the conviction that the percentage of shares tendered can be expected to increase substantially in the extension period. The Board of Directors is highly confident that at least 80% of the shares will be exchanged by the time the extension period expires. The tendering of shares by a major shareholder would bring the proportion of shares exchanged to more than 90%.
The exchange offer is additionally subject to the following conditions:
- The general meeting of Swiss Life/Rentenanstalt shareholders resolves to lift the 10% restriction on voting rights. An extraordinary general meeting is to be held on 23 October 2002. This condition has thus not yet been met.
- Swiss Life Finance Limited's repurchase offer to holders of its 0.5% 2001-2006 bond, convertible into Swiss Life/Rentenanstalt registered shares or into shares of HSBC Holdings plc, is successful. As of today less than EUR 30,000,000 in face value of this issue is outstanding in the hands of third parties. This condition is thereby met.
- The competent domestic and foreign authorities grant to Swiss Life Holding and, if applicable, to Swiss Life/Rentenanstalt, any permits and authorisations required by Swiss Life/Rentenanstalt to continue its previous activities. At the present time such permits and authorisations have not yet been received from the competent supervisory authorities in France, Italy and Spain due to the time allotted for processing. This condition has thus not yet been met.
- The SWX Swiss Exchange has consented to the listing of Swiss Life Holding's registered shares on the SWX Swiss Exchange and their admission to trading on virt-x. The listing decision by the SWX Swiss Exchange is still outstanding. This condition has thus not yet been met.
Swiss Life Holding declares the exchange offer to be successful, while reserving the right to postpone implementation of the exchange offer if not all of the conditions are met on time or if fulfilment of these conditions for this exchange offer has not been waived, or to withdraw from the exchange offer. The exchange of Swiss Life/Rentenanstalt registered shares for Swiss Life Holding registered shares is expected to be completed with a value date of 20 November 2002.
As already announced, Swiss Life Holding is granting Swiss Life/Rentenanstalt shareholders an extension period which runs from 24 October to 6 November 2002. The exchange ratio is as follows: 1 Swiss Life/Rentenanstalt registered share shall be exchanged for 1 Swiss Life Holding registered share.
In accordance with a decision by the SWX Swiss Exchange, the Swiss Life Holding registered shares will be incorporated into the Swiss Market Index (SMI) in place of the Swiss Life/Rentenanstalt registered shares.
Swiss Life Holding
Under the terms set out in the offer prospectus, the exchange offer is subject, among other things, to the condition that more than 85% of all Swiss Life/Rentenanstalt registered shares are tendered to Swiss Life Holding. Based on the proportion of shares tendered, amounting to 75.07%, this condition has not actually been met. That notwithstanding, Swiss Life Holding is waiving this condition in the conviction that the percentage of shares tendered can be expected to increase substantially in the extension period. The Board of Directors is highly confident that at least 80% of the shares will be exchanged by the time the extension period expires. The tendering of shares by a major shareholder would bring the proportion of shares exchanged to more than 90%.
The exchange offer is additionally subject to the following conditions:
- The general meeting of Swiss Life/Rentenanstalt shareholders resolves to lift the 10% restriction on voting rights. An extraordinary general meeting is to be held on 23 October 2002. This condition has thus not yet been met.
- Swiss Life Finance Limited's repurchase offer to holders of its 0.5% 2001-2006 bond, convertible into Swiss Life/Rentenanstalt registered shares or into shares of HSBC Holdings plc, is successful. As of today less than EUR 30,000,000 in face value of this issue is outstanding in the hands of third parties. This condition is thereby met.
- The competent domestic and foreign authorities grant to Swiss Life Holding and, if applicable, to Swiss Life/Rentenanstalt, any permits and authorisations required by Swiss Life/Rentenanstalt to continue its previous activities. At the present time such permits and authorisations have not yet been received from the competent supervisory authorities in France, Italy and Spain due to the time allotted for processing. This condition has thus not yet been met.
- The SWX Swiss Exchange has consented to the listing of Swiss Life Holding's registered shares on the SWX Swiss Exchange and their admission to trading on virt-x. The listing decision by the SWX Swiss Exchange is still outstanding. This condition has thus not yet been met.
Swiss Life Holding declares the exchange offer to be successful, while reserving the right to postpone implementation of the exchange offer if not all of the conditions are met on time or if fulfilment of these conditions for this exchange offer has not been waived, or to withdraw from the exchange offer. The exchange of Swiss Life/Rentenanstalt registered shares for Swiss Life Holding registered shares is expected to be completed with a value date of 20 November 2002.
As already announced, Swiss Life Holding is granting Swiss Life/Rentenanstalt shareholders an extension period which runs from 24 October to 6 November 2002. The exchange ratio is as follows: 1 Swiss Life/Rentenanstalt registered share shall be exchanged for 1 Swiss Life Holding registered share.
In accordance with a decision by the SWX Swiss Exchange, the Swiss Life Holding registered shares will be incorporated into the Swiss Market Index (SMI) in place of the Swiss Life/Rentenanstalt registered shares.
Swiss Life Holding
THIS PUBLICATION IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED IN THE UNITED STATES, TO UNITED STATES PERSONS OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES. IN ADDITION, THE SECURITIES OF SWISS LIFE HAVE NOT BEEN AND ANY SECURITIES OF SWISS LIFE HOLDING WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.