Athora Netherlands N.V. Announces Final Results of Tender Offers
11 June 2024 | 08:30
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
11 June 2024. Athora Netherlands N.V. (the "Offeror") announces today the results of its separate invitations made to holders of its outstanding (i) EUR 300,000,000 Fixed to Fixed Rate Subordinated Notes due 2031 (ISIN: XS2330501995) (the "EUR NC2026 Notes") and/or (ii) EUR 500,000,000 Fixed to Fixed Rate Subordinated Notes due 2032 (ISIN: XS2468390930) (the "EUR NC2027 Notes", each a "Series" and together the "Notes"), to tender such Notes for purchase by the Offeror for cash (each such invitation an "Offer" and together the "Offers").
The Offers were announced on 3 June 2024, and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 3 June 2024 (the "Tender Offer Memorandum") prepared by the Offeror. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 5.00 p.m. (CEST) on 10 June 2024. The Offeror hereby announces that the aggregate nominal amounts of the EUR NC2026 Notes and the EUR NC2027 Notes validly accepted for purchase in accordance with the terms and subject to the conditions (including the New Financing Conditions) set out in the Tender Offer Memorandum are set out in the table below.
| Description of the Notes: | EUR 300,000,000 Fixed to Fixed Rate Subordinated Notes due 2031 |
| First Call Date: | 15 April 2026 |
| Current Coupon: | 2.250 per cent. |
| ISIN: | XS2330501995 |
| Purchase Price: | 96.00 per cent. |
| Aggregate principal amount of Notes validly tendered and accepted for purchase: | EUR 284,287,000 |
| Principal Amount Outstanding after the Settlement Date: | EUR 15,713,000 |
| Description of the Notes: | EUR 500,000,000 Fixed to Fixed Rate Subordinated Notes due 2032 |
| First Call Date: | 31 May 2027 |
| Current Coupon: | 5.375 per cent. |
| ISIN: | XS2468390930 |
| Purchase Price: | 100.00 per cent. |
| Aggregate principal amount of Notes validly tendered and accepted for purchase: | EUR 0 |
| Principal Amount Outstanding after the Settlement Date: | EUR 500,000,000 |
Payment of the Purchase Price and Accrued Interest in respect of the Notes accepted for purchase by the Offeror will occur on the Settlement Date for the Offers which is expected to be on 12 June 2024.
Notes repurchased by the Offeror pursuant to the Offers will be cancelled by the Offeror and will not be re-issued or re-sold. Notes which have not been validly tendered and accepted for purchase pursuant to the Offers will remain outstanding after the Settlement Date.
Any requests for information in relation to the Offers should be directed to the Dealer Managers or the Tender Agent whose contact details are listed below.
Dealer Managers
BofA Securities Europe SA
51 Rue La Boétie
75008 Paris
France
Telephone: +33 1 877 01057
Attention: Liability Management Group
Email: DG.LM-EMEA@bofa.com
Goldman Sachs Bank Europe SE
Marienturm Taunusanlage 9-10
60329 Frankfurt am Main
Germany
Telephone: +44 20 7774 4836
Attention: Liability Management
Email: liabilitymanagement.eu@gs.com
Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 (0)20 7704 0880
Attention: Thomas Choquet
Email: athora@is.kroll.com
Website: https://deals.is.kroll.com/athora
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The Dealer Managers do not take responsibility for the contents of this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come into are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.