Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
Financing/repurchase and notes issuance/placement
Vienna - THE INFORMATION CONTAINED HEREIN IS NOT INTENDED FOR PUBLICATION OR
DISTRIBUTION TO OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR
UNIQA Insurance Group AG ("UNIQA" or the "Company") publicly announced on 25
November 2021 that it (i) invites holders of its (a) EUR 350,000,000
Subordinated Fixed to Floating Rate Bonds, ISIN XS0808635436 (the "2023 Notes"),
and (b) EUR 500,000,000 Subordinated Fixed to Floating Rate Bonds, ISIN
XS1117293107 (the "2026 Notes"; together with the 2023 Notes the "Notes" and
each a "Series"), to tender their Notes up to an aggregate maximum principal
amount of EUR 300,000,000 or such other amount as the Company may determine in
its sole discretion for repurchase by the Company (the "Tender Offer" or the
"Repurchase") and, in connection with the intended Repurchase, (ii) intends to
issue new subordinated (Tier 2) fixed to floating rate notes in a minimum
denomination of EUR 100,000 (the "New Notes") in the same principal amount as
Repurchase and placement of the New Notes have been successfully completed
The results of the Repurchase, which are higher than the indicative results
previously published on 2 December 2021, are as follows (terms used below have
the same meaning as in the English language tender offer memorandum prepared by
1. Final Maximum Tender Amount: EUR 375,000,000; thereof:
a. 2023 Notes Acceptance Amount: EUR 201,300,000;
b. 2026 Notes Acceptance Amount EUR 173,700,000.
2. 2026 Notes Interpolated Mid-Swap Rate: -0.137 % and 2026 Notes Offer Yield:
3. Tender Offer Price (in %) and Accrued Interest (in EUR) for each EUR
100,000 in principal amount of a Series tendered:
a. 2023 Notes: Tender Offer Price 111.354 %; plus Accrued Interest: EUR
b. 2026 Notes: Tender Offer Price 124.238 %; plus Accrued Interest: EUR
4. Final relevant Tender Pro-Rating Factor for each Series:
a. 2023 Notes: 90.00 %;
b. 2026 Notes: 87.50 %.
5. Final principal amount per Series that remains outstanding after the
a. 2023 Notes: EUR 148,700,000;
b. 2026 Notes: EUR 326,300,000.
6. Final Settlement Date: 10 December 2021
Further, UNIQA successfully placed an aggregate principal amount of EUR
375,000,000 New Notes with institutional investors in Austria and abroad.
Subject to certain conditions, the New Notes are scheduled to be repaid after
expiry of 20 years and can be redeemed early by UNIQA for the first time after
ten years. They bear interest at a fixed rate of 2.375 % per year during the
first ten years and at a floating interest rate thereafter. The issue price was
set at 99.316 % of the par value. The New Notes will be eligible as tier 2 basic
own funds in accordance with regulatory requirements.
As a result of the Repurchase being made at a premium above par value UNIQA's
financing costs are expected to increase by approximately 65 million Euro in
2021. Subsequent to the Repurchase and the placement of the New Notes UNIQA
expects an average reduction of financing costs of approximately 9 million Euro
per annum from 2022 onwards. The headline coupons of the 2023 Notes and 2026
Notes of 6.000% and 6.875% respectively, for the principal amount purchased via
the Tender Offer, have been refinanced with the placement of the New Notes with
a headline coupon of 2.375%.
Admission of the New Notes to trading on the Official Market (Amtlicher Handel)
of the Vienna Stock Exchange will be applied for. Trading of the New Notes is
expected to commence on 9 December 2021.
This communication is a mandatory notification under Article 17 of Regulation
(EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014
on market abuse (Market Abuse Regulation).
This communication is for information purposes only and does not constitute an
offer to sell or an offer or solicitation to buy or subscribe to securities, nor
does it constitute financial analysis or advice or a recommendation relating to
financial instruments. The securities have not been and will not be registered
under foreign securities laws, in particular not under the U.S. Securities Act
of 1933, as amended ("Securities Act") and may not be offered or sold, in
particular in the United States of America ("USA"), without registration or
exemption from the registration requirements under the Securities Act.
This communication is not intended for distribution in or within the USA,
Australia, Canada or Japan or any other country where such distribution or
dissemination would be unlawful and may not be distributed or forwarded to
publications with a general circulation in the USA. There will be no public
offering of securities in the USA.
This communication does not constitute and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in connection with
any offer within the meaning of the European Prospectus Regulation (EU) 2017/
1129 (the "Prospectus Regulation"). The offer and sale of the New Notes is being
made pursuant to an exemption under the Prospectus Regulation from the
requirement to produce a prospectus for offers of securities.
A listing prospectus will exclusively be prepared for the purpose of admitting
the New Notes to trading on the Official Market of the Vienna Stock Exchange.
Once approved by the Austrian Financial Markets Authority, the listing
prospectus will be available for download free of charge in electronic form from
the issuer's website at https://www.uniqagroup.com/gruppe/versicherung/investor-
end of announcement euro adhoc
issuer: UNIQA Insurance Group AG
Untere Donaustraße 21
phone: 01/211 75-0
indexes: ATX, WBI
Digital press kit: http://www.ots.at/pressemappe/220/aom
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