The definitive terms and conditions for the convertible issue were laid down yesterday and published by Credit Suisse First Boston. Following the 19 December 2002 payment date for the allocated Mandatory Convertible Securities, Swiss Life Holding will hold more than 5% of its own shares. Among other things, this assures that the conversion rights by means of which Mandatory Convertible Securities can be exchanged for Swiss Life Holding shares are covered.
With the capital increase, the conditions are now in place for Swiss Life Holding to pursue its new strategic direction and put the company back squarely on the road to success. In the words of Group CEO Rolf Dörig: "We see the capital increase as an impressive vote of confidence. The strengthening of our financial resources enables us to go forward with the focused implementation of our new strategy and achieve a sustained improvement in the Swiss Life Group's performance. It means we have passed an initial milestone along the way to reclaiming our position among Europe's top life insurers."
The purpose of this publication is to inform shareholders of Swiss Life Holding and the public. This press release does not constitute an offer to buy or to subscribe to securities of Swiss Life Holding or any of its affiliates and it does not constitute an offering circular within the meaning of Art. 652a of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of SWX Swiss Exchange.
This publication contains specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect" or
similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not place undue reliance on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
Under US, Australian, Hong Kong or Japanese securities laws, US, Australian, Hong Kong and Japanese shareholders of Swiss Life Holding are prohibited from participating in any of the securities offerings mentioned in this press release.
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 RIGHTS, SHARES AND MANDATORY CONVERTIBLE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ACCORDINGLY MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE RIGHTS, SHARES AND MANDATORY CONVERTIBLE SECURITIES ARE BEING OFFERED OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.
This press release is directed only at persons who: (i) are outside the United Kingdom; or (ii) have professional experience in matters relating to investments; or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations etc") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together being referred to as "relevant persons") and this must not be acted on or relied upon by a person who is not a relevant person.