Zurich Insurance Group (Zurich) today announced the successful
placement of EUR 750 million of dated subordinated notes (the “Notes”). The
Notes will mature in October 2046 and are first callable in October 2026. The
transaction was targeted at European investors. The Notes will be issued by
Zurich Insurance Company Ltd under its Euro Medium Term Note Programme to a
repackaging vehicle (Demeter Investments B.V.). The repackaging vehicle in turn
issues notes to investors that are secured by the Notes. The annual coupon is
fixed at 3.5% until the first call date.
Thereafter, the holders of the Notes
will receive a floating rate coupon. The transaction has been conducted for
general corporate purposes. Further information To get instant access to
Zurich’s news releases, calendar and other corporate publications on your iPad,
iPhone or Android phone please go to your App Store and get the free Zurich
Investors and Media App. Zurich Insurance Group (Zurich) is a leading
multi-line insurer that serves its customers in global and local markets. With
around 55,000 employees, it provides a wide range of general insurance and life
insurance products and services.
Zurich’s customers include individuals, small
businesses, and mid-sized and large companies, including multinational
corporations, in more than 170 countries. The Group is headquartered in Zurich,
Switzerland, where it was founded in 1872. The holding company, Zurich
Insurance Group Ltd (ZURN), is listed on the SIX Swiss Exchange and has a level
I American Depositary Receipt (ZURVY) program, which is traded over-the-counter
on OTCQX. Further information about Zurich is available at www.zurich.com. Page
2 General Notice This news release appears as a matter of record only, and all
of the above-referenced notes (the “Notes”) have been placed. This announcement
constitutes neither an offer to sell nor a solicitation to buy or to subscribe
to any of the Notes or any other securities of Zurich Insurance Group Ltd or
Zurich Insurance Company Ltd. (the “Issuer”) .
This news release does neither
constitute (i) an offering prospectus within the meaning of Art. 1156 of the
Swiss Code of Obligations, (ii) nor a listing prospectus within the meaning of
the SIX Swiss Exchange Listing Rules, (iii) nor a prospectus or a supplementary
prospectus pursuant to the EC Directive 2003/71/EC of the European Parliament
and of the Council dated November 4, 2003, as amended (the “EC Prospectus
Directive”). No action has been or will be taken in any member state of the
European Economic Area which has implemented the EC Prospectus Directive (each
a "Relevant Member State") to permit a public offering of the Notes,
or the distribution of a prospectus or any other offering material relating to
the Notes in compliance with the EC Prospectus Directive in any Relevant Member
State. This news release is only addressed to, and is only directed at,
qualified investors in any member state of the European Economic Area within
the meaning of the EC Prospectus Directive ("qualified investors").
This news release is directed only at persons who are qualified investors and
who (i) have professional experience in matters relating to investments falling
within Article 19 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) or (ii) 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 2005
(as amended) or to whom it may otherwise lawfully be communicated (all such
persons together being referred to as relevant persons). The notes issued by
Demeter Investments B.V. are not being offered in Hong Kong other than in
circumstances that would not require authorisation under the Securities and
Futures Ordinance (CAP. 571) of Hong Kong.
READ THE ARTICLE : The Zurich strategy
This news release is for general
information purposes only and has not been reviewed by any regulatory authority
in Hong Kong. Page 3 This news release is being made in Singapore as a matter
of record only, and is not an advertisement of the notes issued by Demeter
Investments B.V.. All of the notes have been placed. Pursuant to exemptions
provided in the Singapore Securities and Futures Act, the notes were placed
without the need for registering a prospectus with the Monetary Authority of
Singapore This news release is only directed at relevant persons and must not
be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons.
THIS NEWS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN AND IS NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN. THE ISSUANCE OF THE NOTES WAS NOT MADE IN
THE UNITED STATES OR TO U.S. PERSONS AND COULD ONLY BE ACCEPTED BY NON-U.S.
PERSONS AND OUTSIDE THE UNITED STATES. OFFERING MATERIAL WITH RESPECT TO THIS
ISSUANCE MAY NOT BE DISTRIBUTED IN OR SENT TO THE UNITED STATES AND MAY NOT BE
USED FOR THE PURPOSE OF SOLICITATION OF AN OFFER TO PURCHASE OR SELL ANY
SECURITIES IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONTAIN OR
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
NOTES OR ANY OTHER SECURITIES OF ZURICH INSURANCE GROUP LTD., ZURICH INSURANCE
COMPANY LTD. OR THE ISSUER, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES. THE
NOTES HAVE NOT BEEN AND ARE NOT INTENDED TO BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT“), OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES,
AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH REGULATION S
UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY PUBLIC
OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE Page 4 MADE BY
MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER AND THAT WILL
CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL
STATEMENTS.
The issuance of the Notes was not made in Japan and may be accepted
only outside Japan. The Notes have not been and will not be registered under
the Securities and Exchange Law of Japan. Accordingly, this announcement
constitutes neither an offer to sell nor a solicitation to buy any of the Notes
or any other securities of Zurich Insurance Group Ltd., Zurich Insurance
Company Ltd. or the Issuer, directly or indirectly, in Japan or to, or for the
benefit of, any Japanese Person or to others for reoffering or resale, directly
or indirectly, in Japan or to any Japanese Person except under circumstances
which will result in compliance with all applicable laws, regulations and
guidelines promulgated by the relevant Japanese governmental and regulatory
authorities and in effect at the relevant time. For the purposes of this
paragraph "Japanese Person" shall mean any person resident in Japan,
including any corporation or other entity organised under the laws of Japan
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