| · The transaction is in line with Generali’s approach of proactively managing its debt and optimizing its regulatory capital structure |
| · The new issue is consistent with the Group's sustainability strategy |
| Generali S.p.A. (Generali or the Offeror) today announced a tender offer (the Offer) for three series of subordinated notes with a first call date or maturity date in 2025/2026 and its intention to issue new fixed rate Tier 2 notes due 2035 under its 15,000,000,000 Euro Medium Term Note Programme. |
| The aggregate principal amount of the new Tier 2 notes – which shall be issued in “green” format – shall not exceed € 500,000,000. |
| The Offer is in line with Generali's approach of proactively managing its debt and optimizing its regulatory capital structure. |
| OVERVIEW OF THE OFFER |
| Generali announced today the offer to holders of its (i) €1,500,000,000 4.596% Fixed-Floating Rate Perpetual Notes (XS1140860534), (ii) €1,000,000,000 4.125 per cent. Fixed Rate Notes (XS1062900912) and (iii) GBP 350,000,000 6.269 per cent. Fixed-Floating Rate Perpetual Notes (XS0257010206) (together, the Notes and each, a Series) to tender their Notes for purchase by the Offeror for cash, targeting to purchase up to €500,000,000 in aggregate principal amount of Notes (the final aggregate principal amount of Notes accepted for purchase being the Acceptance Amount). The Acceptance Amount is up to €500,000,000 in aggregate principal amount of Notes. |
| The Offer expires at 5.00 p.m. (CET) on 13 January 2025 (the Offer Expiration). The terms and conditions of the Offer are contained in the Tender Offer Memorandum dated 7 January 2025 (the Tender Offer Memorandum) and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are available from the Tender Agent whose contact details are indicated below. Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. |
| Details of the Notes and Summary of the Offer |
|
Description of the Notes |
ISIN |
Rate of Interest to First Call/ Maturity Date |
First Call Date |
Maturity Date |
Denom- nation |
Outstanding Principal Amount |
Purchase Price |
Benchmark Security |
Purchase Spread |
Acceptance Amount (*) |
| €1,500,000,000
4.596% Fixed-Floating Rate Perpetual Notes ("EUR 4.596% Notes") |
XS1140860534 |
4.596% |
21
November 2025 |
Perpetual |
€100k +
€1k |
€1,000,437,000 |
101.50 per cent. |
N/A |
N/A |
Subject as set out herein, up to
€500,000,000
in aggregate principal amount of Notes |
| €1,000,000,000
4.125% Fixed Rate
Notes due 4 May 2026
("EUR 4.125% Notes") |
XS1062900912 |
4.125% |
N/A |
4 May
2026 |
€100k |
€1,000,000,000 |
102.10 per cent. |
N/A |
N/A |
|
GBP 350,000,000
6.269% Fixed-Floating Rate Perpetual Notes ("GBP 6.269%
Notes") |
XS0257010206 |
6.269% |
16 June
2026 |
Perpetual |
£50k |
£350,000,000 |
To be determined as described herein |
0.125 per cent. UK
Treasury Gilt due 30
January 2026 (ISIN GB00BL68HJ 26) |
105 bps |
(*) For the Offer, the principal amount of the GBP 6.269% Notes accepted for purchase under the Offer (if any) will be converted into euros at the FX Rate (as defined herein). |
| Generali intends to issue Euro-denominated Fixed Rate Tier 2 Notes due 2035 (the New Notes) under its 15,000,000,000 Euro Medium Term Note Programme to be offered, subject to market conditions, to qualified investors (including Holders of the Notes participating in the Offer who may receive priority on allocation as described below) (the New Notes Offering). The New Notes will be issued in the form of green bonds under the terms of the Offeror’s Sustainability Bond Framework available at www.generali.com and will be listed on the Luxembourg Stock Exchange and rated by Moody's and Fitch. The aggregate principal amount of the New Notes issued under the New Notes Offering shall not exceed €500,000,000. |
| Generali has submitted an application to Istituto per la Vigilanza sulle Assicurazioni (IVASS, the Italian supervisory body for insurance) for its authorisation for the purchase of the Notes of each Series in the context of the Offer and has obtained such authorisation. |
| Summary details of the Offer are set forth below. |
| Acceptance Amount, New Notes Offering and New Issue Condition |
| The Offeror targets for purchase an aggregate principal amount of up to €500,000,000 of Notes of all Series, although the Offeror reserves the right, in its sole discretion, to accept less than such amount for purchase under the Offer. |
| The Offeror may, in its sole discretion, set the Acceptance Amount at a level that is lower than €500,000,000, or at a level that is more or less than the amount of the New Notes issued, and this shall not be considered materially prejudicial to Holders who will have no right to revoke their Electronic Offer Instructions as a result thereof. |
| The Acceptance Amount (namely, the aggregate principal amount of Notes of all Series to be purchased by the Offeror) will be determined by the Offeror at its discretion following Offer Expiration by reference to the aggregate principal amount of Notes tendered for purchase under the Offer, the FX Rate (in respect of the GBP 6.269% Notes, the exchange rate of £/€ to be used for calculations in respect of the Euro equivalent of the principal amount of the GBP 6.269% Notes accepted for tender (if any), being €1 = £0.82975), and taking into account the amount of the New Notes that have been issued. The Acceptance Amount will be announced by the Offeror as soon as practicable following the GBP 6.269% Notes Pricing Time on the GBP 6.269% Notes Pricing Date. |
| The purchase by the Offeror of any Notes validly tendered in the Offer is conditional, without limitation, upon the pricing and successful completion (in the sole determination of the Offeror) of the New Notes Offering (expected to occur following the commencement of the Offer Period but in any event not later than the Settlement Date of the Offer) on terms satisfactory to the Offeror (in its sole discretion) (the New Issue Condition). The New Issue Condition may be waived at the sole discretion of the Offeror. |
| Series Acceptance Amount and Scaling |
| Subject as set out below, the Offeror will determine the allocation of the Acceptance Amount between each Series in its sole discretion. The Offeror reserves the right to accept significantly more or less (or none) of any Series of Notes relative to any other Series of Notes included in the Offer. The final aggregate principal amount of a Series accepted for purchase is referred to as the Series Acceptance Amount in respect of such Series. If the Offeror accepts any Notes of a Series (the Relevant Notes) for purchase under the Offer and the aggregate principal amount of the Relevant Notes validly tendered for purchase is greater than the Series Acceptance Amount for that Series, the Offeror intends to accept Relevant Notes validly tendered for purchase on a pro-rata basis. In this case, each tender of the Relevant Notes will be scaled by a factor (the Pro-Ration Factor) derived from (A) the relevant Series Acceptance Amount, divided by (B) the aggregate principal amount of the Relevant Notes validly tendered for purchase under the Offer, subject to adjustment, following the rounding of tenders of Notes described in the following paragraphs, such that the aggregate principal amount of Relevant Notes accepted for purchase under the Offer is no greater than the Series Acceptance Amount. |
| Each tender of Relevant Notes that is scaled in this manner will be rounded down to the nearest denomination of the relevant Series of Notes. |
| In addition, in the event of any such scaling, the Offeror intends to apply pro rata scaling to each valid tender of Notes in such a manner as will result in both: (a)(i) the relevant Holder transferring Notes to the Offeror in an aggregate principal amount of at least the minimum denomination of the relevant Series of Notes; or (ii) if following the application of the Pro-Ration Factor, the principal amount of Notes otherwise due to be accepted for purchase from a holder pursuant to an Electronic Offer Instruction would be less than such minimum denomination, the Offeror may in its sole discretion choose to (A) accept at least the minimum denomination, or (B) reject the relevant Electronic Offer Instruction in its entirety; and (b) the relevant Holder's residual amount of Notes (being the principal amount of the Notes the subject of the relevant Electronic Offer Instruction that are not accepted for purchase by virtue of such scaling) amounting to either (A) at least the minimum denomination of the relevant Series of Notes or (B) zero. The Offeror therefore intends to adjust the principal amount of Notes resulting from the application of the Pro-Ration Factor to any relevant Electronic Offer Instruction accordingly. |
| Purchase Price Consideration and Accrued Interest Amount |
| In respect of the Notes of each Series validly offered and accepted by the Offeror for purchase, the Offeror will pay the relevant Purchase Price: |
| (A) in the case of the EUR 4.569% Notes and the EUR 4.125% Notes, the price set out in the table above is expressed as a percentage of the principal amount of each Note; |
| (B) in the case of the GBP 6.269% Notes, the price will be determined at or around 1.00 p.m. (CET) (the GBP 6.269% Notes Pricing Time) on the Business Day following the Offer Expiration (the GBP 6.269% Notes Pricing Date) by standard market practice by reference to the sum (such sum, appropriately annualised, the GBP 6.269% Notes Purchase Yield) of: |
| (i) the GBP 6.269% Notes Purchase Spread (expressed in basis points) specified in the table above; and |
| (ii) the GBP 6.269% Notes Reference Benchmark Rate. |
| The Purchase Price of the GBP 6.269% Notes will be determined by market convention and expressed as a percentage of the principal amount of the Notes of such Series accepted for purchase under the Offer, and is intended to reflect an annual yield to the first call date of such Notes (being 16 June 2026) on the Settlement Date based on the GBP 6.269% Notes Purchase Yield (expressed on an annualised basis). Specifically, the Purchase Price Consideration (as defined below) in respect of a GBP 6.269% Note will equal (a) the value of all remaining payments of principal and interest up to and including the first call date (and assuming the repayment of principal on such first call date), discounted to the Settlement Date at a discount rate equal to the GBP 6.269% Notes Purchase Yield, minus (b) Accrued Interest, in each case, in respect of such Note, all calculated by market convention and rounded to the nearest 0.001 per cent. (with 0.0005 per cent. Rounded upwards). The Offeror will announce the relevant Purchase Price of the GBP 6.269% Notes as soon as practicable following the GBP 6.269% Notes Pricing Time on the GBP 6.269% Notes Pricing Date. |
| Each Holder who validly tenders its Notes of any Series for purchase under the Offer and whose tender is - subject to any scaling of the tenders and rounding/adjustment, if applicable - accepted by the Offeror shall receive on the Settlement Date, subject to the terms and conditions of the Offer, a cash consideration (in Euro or, in the case of the GBP 6.269% Notes, in Sterling) equal to the product of (a) the aggregate principal amount of the Notes that are the subject of the Holder’s tender and accepted for purchase by the Offeror, and (b) the relevant Purchase Price (such product rounded to the nearest €0.01 or, as applicable, £0.01, with €0.005 or, as applicable, £0.005 rounded upwards) (the Purchase Price Consideration). |
| The Accrued Interest Amount will also be paid to Holders whose tender of Notes is accepted for purchase in the Offer. |
| New Issue Allocation |
| The Offeror will, in connection with the allocation of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has - before pricing and allocation of the New Notes (expected to occur following commencement of the Offer Period) - validly tendered or indicated its firm intention to any of the Dealer Managers to tender the Notes and to any of the Joint Lead Managers to subscribe for New Notes. Therefore, a Holder that wishes to subscribe for New Notes in addition to validly tendering Notes for purchase under the Offer may, at the sole discretion of the Offeror, receive priority in the allocation of the New Notes in the New Notes Offering, subject to the terms set out in the Tender Offer Memorandum, the satisfaction of the New Issue Condition and such Holder also making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as Joint Lead Manager of the issue of the New Notes) by the standard new issue procedures of such Joint Lead Manager. |
| The aggregate principal amount of New Notes for which a Holder may receive priority in allocation may be in an amount (determined at the sole discretion of the Offeror) up to the aggregate principal amount of the Notes validly tendered by such Holder in the Offer or the principal amount of the Notes such Holder has indicated its firm intention to tender. However, the Offeror is not obliged to allocate the New Notes to a Holder who has validly tendered or indicated a firm intention to tender Notes under the Offer; and if New Notes are allocated to a Holder in the New Notes Offering, the principal amount thereof may be less (or more) than the aggregate principal amount of the Notes validly tendered by such Holder in the Offer and accepted for purchase by the Offeror. Any such priority allocation will also take into account (among other factors) the denomination of the New Notes, being €200,000 and integral multiples of €1,000 in excess thereof up to and including €399,000. |
| The pricing and allocation of the New Notes are expected to occur following the commencement of the Offer Period and, as such, Holders who wish to subscribe for New Notes in addition to tendering Notes for purchase in the Offer are advised to contact a Dealer Manager acting in its capacity as Joint Lead Manager as soon as possible following commencement of the Offer Period and before pricing and allocation of the New Notes to request priority in the allocation of the New Notes. |
| Electronic Offer Instructions |
| To tender its Notes for purchase under the Offer, a Holder should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and by the requirements of such Clearing System, a valid Electronic Offer Instruction that is received by the Tender Agent on or before the Offer Expiration. |
| See further “Procedures for Participating in the Offer” in the Tender Offer Memorandum. |
| Electronic Offer Instructions will be irrevocable, save in the limited circumstances where revocation is permitted as indicated in the Tender Offer Memorandum. |
| Expected Timetable of the Offer |
| Events |
Expected Dates and Times (All times are CET) |
| Commencement of the Offer |
|
| Copies of the Tender Offer Memorandum are available to Holders from the Tender Agent.
Announcement of the Offeror’s intention to issue the New Notes, subject to market conditions. |
On 7 January 2025 |
| Offer Expiration |
|
| Deadline for receipt of all Electronic Offer Instructions for Holders to be able to participate in the Offer1.
End of the Offer Period. |
5.00 P.M. (CET) on 13 January 2025 |
| Announcement of indicative Acceptance Amount |
|
| The announcement by the Offeror of (i) the indicative Acceptance Amount and indicative Series Acceptance Amount, and (ii) if applicable, the indicative Pro-Ration Factor for Notes of each Series (subject to satisfaction or waiver of the New Issue Condition). |
As soon as practicable on the Business Day following the Offer Expiration |
| GBP 6.269% Notes Pricing Time and Pricing Date |
|
| Determination of the (i) GBP 6.269% Notes Reference Benchmark Rate, (ii) GBP 6.269% Notes Purchase Yield and (iii) GBP 6.269% Notes Purchase Price. |
At or around 1.00 P.M. (CET) on 14 January 2025 |
|
| Announcement of Offer Results and Pricing |
|
| Announcement by the Offeror of whether (subject to |
As soon as practicable following the GBP |
| satisfaction or waiver of the New Issue Condition on or |
6.269% Notes Pricing Time on the GBP |
| before the Settlement Date) it accepts for purchase |
6.269% Notes Pricing Date |
| Notes validly tendered in the Offer and, if so, (i) the |
|
| Acceptance Amount and each Series Acceptance |
|
| Amount, (ii) the GBP 6.269% Notes Reference |
|
| Benchmark Rate, the GBP 6.269% Notes Purchase |
|
| Yield, the GBP 6.269% Notes Purchase Price, and (ii) if |
|
| applicable, the Pro-Ration Factor for Notes of each |
|
| Series. |
|
|
| Settlement Date |
|
| Subject to satisfaction or waiver of the New Issue Condition, payment of Purchase Price Consideration and Accrued Interest Amount for Notes validly offered for sale by Holders and accepted by the Offeror for purchase. |
One Business Day after the settlement date of the New Notes expected to be 15 January 2025 |
The above times and dates are subject to the right of the Offeror to extend, re-open, amend, withdraw and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum). Holders are advised to check with any bank, securities broker or other Intermediary through which they hold their Notes whether such Intermediary needs to receive instructions from a Holder before the deadlines set out above for that Holder to be able to participate in or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer. The deadlines set by each Intermediary and/or Clearing System for the submission of Electronic Offer Instructions will also be earlier than the deadlines above. See “Procedures for Participating in the Offer” in the Tender Offer Memorandum. |
| Announcements in connection with the Offer will be made, as applicable, (a) by publication on the website of the Luxembourg Stock Exchange, and (b) by the delivery of notices to the Clearing Systems for communication to Direct Participants, and may also be made (c) through the issue of a press release to a Notifying News Service, and may also be found on the relevant Reuters International Insider Screen. |
| Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent. Significant delays may be experienced when notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements during the Offer. |
| Holders are invited to read carefully the Tender Offer Memorandum for all the details and information on the procedures to participate in the Offer. |
| HSBC Continental Europe (the Structurer), Barclays Bank Ireland PLC, Crédit Agricole Corporate and Investment Bank, ING Bank N.V., Mediobanca – Banca di Credito Finanziario S.p.A., Morgan Stanley & Co. International plc and UniCredit Bank GmbH (together with the Structurer, the Dealer Managers and each, a Dealer Manager) are acting as Dealer Managers of the Offer. |
| Kroll Issuer Services Limited is acting as Tender Agent of the Offer. |
| For the full document click the link below: |
| Generali S.p.A. |
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