Following Swiss Life Holding AG's (the "Issuer" or "Swiss Life") successful provisional allocation of its CHF 500 million zero percent senior unsecured convertible bonds (the "Bonds") on 13 November 2013 and the expiration of the advance subscription rights period on 22 November 2013, the final allocation of the bonds will be made today.
As of Friday, 22 November 2013, 12:00 noon CET, 2,449,280 advance subscription rights, corresponding to 7,654 Bonds (7.65% of the total issue size of CHF 500 million), were exercised by eligibleshareholders. Accordingly, the provisional allocations to institutional investors who participated in the bookbuilding on 13 November 2013 will be reduced on a pro rata basis ("clawback"). As a result thereof, Bonds in the aggregate amount of CHF 461.73 million will be finally allocated to such institutional investors and Bonds in the aggregate amount of CHF 38.27 will be finally allocated to eligible shareholders which exercised their advance subscription rights.
Provisional trading of the Bonds on SIX Swiss Exchange will start today. Payment and settlement of the Bonds is expected to take place on 2 December 2013.
Deutsche Bank and UBS Investment Bank acted as Joint Bookrunners on this transaction.
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THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA (THE “UNITED STATES” OR “U.S.”) AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR 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 NOR DOES IT CONSTITUTE A PROSPECTUS WITHIN THE MEANING OF ARTICLES 652A OR 1156 OF THE SWISS CODE OF OBLIGATIONS OR A LISTING PROSPECTUS PURSUANT TO THE LISTING RULES OF THE SIX SWISS EXCHANGE. ANY DECISION TO PURCHASE ANY SECURITIES REFERRED TO HEREIN SHOULD BE SOLELY BASED ON THE RELEVANT PROSPECTUS. IN ADDITION, NEITHER THE BONDS NOR THE SHARES OF SWISS LIFE HOLDING AG INTO WHICH THE BONDS ARE CONVERTIBLE HAVE BEEN OR WILL 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.
THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
IN CONNECTION WITH THE OFFERING OF THE BONDS, UBS AG (THE “STABILISATION AGENT”) OR ANY PERSON ACTING ON BEHALF OF THE STABILISATION AGENT MAY OVER-ALLOT THE BONDS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISATION AGENT (OR PERSONS ACTING ON BEHALF OF THE STABILISATION AGENT) WILL UNDERTAKE STABILISATION ACTIONS. SUCH STABILISATION, IF BEGUN, MAY BE ENDED AT ANY TIME, AND MUST BE BROUGHT TO AN END AFTER 30 CALENDAR DAYS AFTER THE FIRST TRADING DAY OF THE BONDS. ANY STABILISATION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISATION AGENT (OR PERSONS ACTING ON BEHALF OF THE STABILISATION AGENT) IN ACCORDANCE WITH ARTICLE 55E OF THE ORDINANCE ON THE SWISS FEDERAL ACT ON STOCK EXCHANGES AND SECURITIES TRADING AND ANY OTHER APPLICABLE LAWS AND RULES.
IN THE UNITED KINGDOM, THIS PRESS RELEASE IS DIRECTED ONLY AT (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") AND (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND (III) PERSONS TO WHOM IT WOULD OTHERWISE BE LAWFUL TO DISTRIBUTE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
IN ADDITION, IF AND TO THE EXTENT THAT THIS PRESS RELEASE IS COMMUNICATED IN, OR THE OFFER OF SECURITIES TO WHICH IT RELATES IS MADE IN, ANY EUROPEAN ECONOMIC AREA MEMBER STATE THAT HAS IMPLEMENTED DIRECTIVE 2003/71/EC, AS AMENDED (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE “PROSPECTUS DIRECTIVE”), THIS PRESS RELEASE AND THE OFFERING OF ANY SECURITIES DESCRIBED HEREIN ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN THAT MEMBER STATE WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE (OR WHO ARE OTHER PERSONS TO WHOM THE OFFER MAY LAWFULLY BE ADDRESSED) AND MUST NOT BE ACTED ON OR RELIED ON BY OTHER PERSONS IN THAT MEMBER STATE.
THIS PRESS RELEASE IS NOT DIRECTED TO ITALIAN RESIDENTS OTHER THAN ITALIAN QUALIFIED INVESTORS.
The Swiss Life Group is one of Europe's leading comprehensive life and pensions and financial solutions providers. In its core markets of Switzerland, France and Germany, Swiss Life offers individuals and corporations comprehensive and individual advice plus a broad range of own and partner products through its sales force and distribution partners such as brokers and banks.
Swiss Life Select, tecis, HORBACH, Proventus and Chase de Vere advisors choose suitable products for customers from the market according to the Best Select approach. Swiss Life Asset Managers offers institutional and private investors access to investment and asset management solutions. Swiss Life provides multinational corporations with employee benefits solutions and high net worth individuals with structured life and pensions products.
Swiss Life Holding Ltd, registered in Zurich, was founded in 1857 as Schweizerische Rentenanstalt. The shares of Swiss Life Holding Ltd are listed on the SIX Swiss Exchange (SLHN). The Swiss Life Group employs a workforce of around 7000, with approximately 4500 certified financial advisors.