Generali SpA

Welcome to the Generali Group
Please select your country

Our locations
                           

Generali Finance B.V. successfully places €1.5 bln 4.596% Fixed-Floating Rate Perpetual Guaranteed by Assicurazioni Generali Spa

The issue is aimed to finance the buyback of three series of perpetual fixed/floating notes with first call dates in 2016 and 2017. Announcement of the final results of the tender offer

Trieste – Generali has placed today, a new perpetual bond for an overall amount of €1.5 billion. The issue, addressed to institutional investors, has attracted orders for €3.1 billion.

The issuer aims to refinance the buyback offer – announced on 6 November 2014 and expired yesterday - on three series of perpetual fixed/floating notes with first call dates in 2016 and 2017 issued by Generali Finance BV and guaranteed by Assicurazioni Generali S.p.A. At expiration of the buyback offer, the aggregate principal amount of all notes tendered amounted to €2.01 billion (equivalent), representing approximately 59% of the aggregate principal amount of the outstanding notes of €3.42 billion (equivalent). Subject to the terms and conditions of the Invitation, Generali will accept for purchase an overall nominal amount of €1.36 billion (equivalent) from holders of the three series of notes.

International investors accounted for approximately 86% of the placement. Around 32% of the placement went to UK/Irish institutional investors, approximately 11% to German/Austrian investors and 22% to France. In terms of investor type, real money investors bought around 84% of the placement with asset managers accounting for 63% while 20% went to insurance/pension funds.

The terms of the new issue are as follows:
Issuer: Generali Finance B.V..
Issue Expected Rating: Ba1 by Moody’s, BBB by S&P, BBB- by Fitch, bbb by AM Best
Amount: €1.5 billion
Launch date: 14 November 2014
Settlement date: 21 November 2014
Due date: Perpetual
Coupon: 4.596% p.a. through to 21 November 2025, thereafter three months Euribor plus 450 basis points paid quarterly in arrear
First coupon date: 21 November 2015
Issue price: 100.00%

Through the buyback and this new issue, Generali aims to refinance its debt with first call dates falling between June 2016 and February 2017 - with the aim of reducing interest costs during the next years and optimising its regulatory capital structure.

SUMMARY OF THE FINAL RESULTS OF THE BUY BACK

At Invitation Expiration, the aggregate principal amount of the notes of all series (the “Notes”) validly offered for purchase pursuant to the invitation to the holders of the Notes to tender their Notes for purchase by Generali Finance B.V. (Generali Finance or the Offeror) (the Invitation) was  €2.01 billion (equivalent). The Offeror has determined that the Final Acceptance Amount will be €1.36 billion (equivalent), equal to 40% of the aggregate principal amount of the Notes outstanding of €3.42 billion (equivalent).

Accordingly, the Offeror has determined to allocate the Final Acceptance Amount between each Series of Notes in the respective Series Acceptance Amount identified below, and to proceed with a scaling of Offers in respect of each Series of Notes by applying the applicable Pro-Ration Factor indicated below.

  • Description of the Notes: €1,275,000,000 5.317 per cent. Perpetual Fixed/Floating Rate Notes issued by Generali Finance B.V. and guaranteed by Assicurazioni Generali S.p.A.
    ISIN: XS0256975458
    Purchase Price: 105.875%
    First Call Date: 16 June 2016
    Series Acceptance Amount: €523,100,000
    Accrued Interest: €1,150.80 (in respect of each Note of €50,000 denomination)
    Pro-Ration Factor: 72.2%
    Residual outstanding principal amount following Settlement Date: €751,900,000 (1)
  • Description of the Notes: £700,000,000 6.214 per cent. Perpetual Fixed/Floating Rate Notes issued by Generali Finance B.V. and guaranteed by Assicurazioni Generali S.p.A.
    ISIN: XS0256975888
    Purchase Price: 104.875%
    First Call Date: 16 June 2016
    Series Acceptance Amount: £355,000,000
    Accrued Interest: £1,344.95 (in respect of each Note of £50,000 denomination)
    Pro-Ration Factor: 69.1%
    Residual outstanding principal amount following Settlement Date: £345,000,000 (1)
  • Description of the Notes: €1,250,000,000 5.479 per cent. Perpetual Fixed/Floating Rate Notes issued by Generali Finance B.V. and guaranteed by Assicurazioni Generali S.p.A
    ISIN: XS0283629946
    Purchase Price: 107.000%
    First Call Date: 8 February 2017
    Series Acceptance Amount: €381,000,000
    Accrued Interest: €2,146.57 (in respect of each Note of €50,000 denomination)
    Pro-Ration Factor: 72.2%
    Residual outstanding principal amount following Settlement Date: €869,000,000 (1)

(1)  The residual principal amount after the Settlement Date represents, for each Series of Notes, the issued principal amount of such Series less the aggregate principal amount of the Notes accepted for purchase by the Offeror pursuant to the Invitation and to be cancelled following their purchase on the Settlement Date in accordance with the terms and conditions of the Notes.

SUMMARY OF THE RESULTS OF THE NEW NOTES ISSUANCE

The final pricing details of the New Notes Offering, as determined today, are the following:

 

New Notes Selected Details
ISIN for New Notes XS1140860534
First Call Date 21 November 2025
New Notes Coupon 4.596% p.a. through to 21 November 2025,thereafter three months Euribor plus 450 basis points (initial credit spread +100bps step-up) paid quarterly in arrear
New Notes Spread 3.50%
Euro Mid-Swap Rate (11 years) 1.096%
New Issue Price 100.00%

The purchase by the Offeror of any Notes pursuant to the Invitation is conditional upon the successful completion (in the sole determination of the Offeror) of the New Notes Offering (expected to be 21 November 2014), on terms satisfactory to the Offeror (in its sole discretion) (the New Issue Condition) to finance the Total Purchase Price payable by the Offeror for Notes accepted for purchase pursuant to the Invitation.

The Settlement Date in respect of those Notes accepted for purchase by the Offeror is expected to be 21 November 2014, which will be the same date as the settlement date for the New Notes. On settlement, subject to satisfaction or waiver of the new Issue Condition, the Offeror will pay to Holders whose Offers have been accepted the Total Purchase Price and Accrued Interest Amount in respect of the Notes accepted for purchase pursuant to the Invitation.

The Invitation was made on the terms and subject to the conditions set out in the memorandum dated 6 November 2014 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Invitation was subject to invitation and distribution restrictions in, amongst other countries, the United States, the United Kingdom, Belgium and France, as more fully set out in the Tender Offer Memorandum. The distribution of this announcement and the Tender Offer Memorandum in those jurisdictions is restricted by the laws of such jurisdictions.

Goldman Sachs International, BNP Paribas, Deutsche Bank AG, London Branch, Société Générale and UniCredit Bank AG are acting as Dealer Managers for the Invitation.

Lucid Issuer Services Limited is acting as Tender Agent for the Invitation.

Sole Structuring Adviser
Goldman Sachs International

Peterborough Court
133 Fleet Street
London EC4A 2BB, United Kingdom
Attention: Liability Management Group
Email: liabilitymanagement.eu@gs.com
Tel: +44 20 7774 4799

Dealer Managers

Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB, United Kingdom
Attention: Liability Management Group
Email: liabilitymanagement.eu@gs.com
Tel: +44 20 7774 4799

BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
Tel: +44 (0)20 7595 8668

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Attention: Liability Management Group
Email: liability.management@db.com
Tel: +44 20 7545 8011

Société Générale
SG House
41 Tower Hill
London EC3N 4SG
United Kingdom
Attention: Liability Management
Email: liability.management@sgcib.com
Tel: +44 20 7676 7579

UniCredit Bank AG
Arabellastraβe 12
81925 Munich
Germany
Attention: DCM Italy; Liability Management
Email: agdcmsyndfigitaly.uc@unicredit.eu
Tel: +39 02 8862 0623; +39 02 88620843

Tender Agent
Lucid Issuer Services Limited

Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Attention: David Shilson / Thomas Choquet
Email: generali@lucid-is.com
Tel: +44 (0) 20 7704 0880

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Invitation. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Notes for sale pursuant to the Invitation. None of the Dealer Managers, the Tender Agent or the Offeror makes any recommendation as to whether Holders should offer Notes for sale pursuant to the Invitation.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the base prospectus relating to the €12,000,000,000 Euro Medium Term Note Programme of the Offeror and Assicurazioni Generali S.p.A. dated 8 April 2014, as supplemented by the supplement dated 30 September 2014 (the Base Prospectus) and the final terms prepared in connection with the issue and listing of the New Notes (the Final Terms), which include the final terms of the New Notes.  Subject to compliance with all applicable securities laws and regulations, the Base Prospectus and the Final Terms are available from the joint lead managers of the issue of the New Notes on request.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitute an invitation to participate in the Invitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws or otherwise. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions (in particular, the United States, Italy, the United Kingdom, France and Belgium) may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of Dealer Managers, the Offeror and the Tender Agent to inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities.

United States

The Invitation is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States.  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Invitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States, as defined in Regulation S of the United States Securities Act of 1933, as amended.   Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States.  Any purported tender of Notes resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported tender of Notes made by a person located or resident in the United States or from within the United States or from any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each Holder participating in the Invitation will represent that it is not located in the United States and is not participating in the Invitation from the United States, or that it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Invitation from the United States.  For the purposes of this and the above paragraphs, United States means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, America Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy

Neither this announcement, the Tender Offer Memorandum nor any other documents or material relating to the Invitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB), pursuant to applicable Italian laws and regulations.
In Italy, the Invitation on each Series of Notes is being carried out as an exempted offer pursuant to article 101-bis, paragraph 3-bis, of Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Notes can tender their Notes for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or this announcement or the Tender Offer Memorandum.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Invitation is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Invitation is not being made, directly or indirectly, to the public in the Republic of France (France).  Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Invitation has been or shall be distributed to the public in France and only (a) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier are eligible to participate in the Invitation.  This announcement and the Tender Offer Memorandum have not been approved by, and will not be submitted for clearance to, the Autorité des Marchés Financiers.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Invitation have been, or will be, submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des Services et Marches Financiers / Autoreit Financiele diensten en markten) and, accordingly, the Invitation may not be made in Belgium by way of a public offering, as defined in Articles 3, §1, 1°  and 6 of the Belgian law of 1 April 2007 on public takeover bids as amended or replaced from time to time (the Belgian Takeover Law). Accordingly, the Invitation may not be advertised, and the Invitation will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Invitation (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) ”“qualified investors” in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account or (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Invitation. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

General

This announcement and the Tender Offer Memorandum do not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Notes, and Offers of Notes pursuant to the Invitation will not be accepted from Holders in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require a Invitation to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Invitation shall be deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.

Download

Generali Finance B.V. successfully places €1.5 bln 4.596% Fixed-Floating Rate Perpetual Guaranteed by Assicurazioni Generali Spa 248 kb