Generali Group announces the buyback of three series of subordinated notes and launches its second green bond

Assicurazioni Generali S.p.A. (Generali or the Offeror) announced today invitations to holders of its Notes with first call dates in 2022 described below (each a Series and together the Notes) to tender their Notes for purchase by the Offeror for cash, targeting the purchase of up to an aggregate principal amount of notes expected to correspond to the aggregate principal amount issued pursuant to the New Notes Offering (as defined below) (the Invitation).

The Invitation expires at 5.00 p.m (CEST) on 6 July 2020. The terms and conditions of the Invitation are contained in the Tender Offer Memorandum dated 30 June 2020 (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. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Generali intends to issue euro denominated Fixed Rate Tier 2 Notes due 2031 (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 Invitation 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 pursuant to the terms of the Offeror’s Green Bond Framework available at www.generali.com and will be listed on the Luxembourg Stock Exchange and rated by credit rating agencies. The aggregate principal amount of the New Notes shall not exceed €600,000,000.

The purchase by the Offeror of any Notes validly tendered pursuant to the Invitation is conditional upon the pricing and successful completion (in the sole determination of the Offeror) of the New Notes Offering, on terms satisfactory to the Offeror (in its sole discretion) (the New Issue Condition).

Generali has submitted an application to Istituto per la Vigilanza sulle Assicurazioni (IVASS, the Italian supervisory body for insurance) for its authorisation for the repurchase of each Series of Notes in the context of the Invitation and has obtained such authorisation. In Italy, the Invitation in respect of 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 and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Summary details of the Invitation are set forth below.

Final Acceptance Amount, New Notes Offering and New Issue Condition

The Offeror proposes to accept for purchase an aggregate principal amount of the Notes of all Series pursuant to the Offers with a target amount being an amount up to the aggregate principal amount issued pursuant to the New Notes Offering, although the Offeror reserves the right, in its sole discretion, also taking into consideration the outcome of the New Notes Offering, to accept more or less than such amount for purchase pursuant to the Offers. The Final 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 own discretion following the Invitation Expiration by reference to the aggregate principal amount of Notes tendered for purchase pursuant to the Invitation, the FX Rate (in respect of the GBP 6.416% Notes), and taking into account the amount of the New Notes issued. The Final Acceptance Amount is expected to correspond to the principal amount of the New Notes issued. The aggregate principal amount issued pursuant to the New Notes Offering shall not exceed €600,000,000. The Offeror may, in its sole discretion, set the Final Acceptance Amount at a level that is lower than €600,000,000 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 Tender Instructions as a result thereof.

The Final Acceptance Amount will be announced by the Offeror as soon as reasonably practicable following Invitation Expiration or, if later, the date of the pricing of the New Notes. If the pricing of the New Notes falls after the date of the Invitation Expiration, the Offeror may, in its sole discretion (but is not obligated to), announce indicative and non-binding indications of the Final Acceptance Amount, each Series Acceptance Amount and any Pro-Ration Factor prior to the pricing of the New Notes.

Whether the Offeror will accept for purchase Notes validly tendered in the Invitation is subject, without limitation, to the pricing and successful completion (in the sole determination of the Offeror) of the New Notes Offering (expected to be following the Invitation Period but in any event not later than the Settlement Date), on terms satisfactory to the Offeror (the New Issue Condition), unless the Offeror elects to waive the New Issue Condition.

Series Acceptance Amount, Order of Priority and scaling of Offers

The Offeror will determine the allocation of the Final Acceptance Amount between each Series in accordance with the Order of Priority below. The final aggregate principal amount of a Series accepted for purchase is referred to as the Series Acceptance Amount in respect of such Series. With reference to the Second Priority Notes, the Offeror reserves the right, at its sole discretion, to accept significantly more or significantly less, or none, of the Second Priority Notes of either Series compared to the Second Priority Notes of the other Series.

The Offeror will accept valid tenders of Notes for purchase up to the Final Acceptance Amount in accordance with the following order of priority (the Order of Priority):

• firstly, tenders of the Euro 7.75% Notes (the First Priority Notes) will be accepted for purchase in a nominal amount up to the Final Acceptance Amount;
• secondly, tenders of the GBP 6.416% Notes and the Euro 10.125% Notes (together, the Second Priority Notes) will be accepted for purchase in a nominal amount up to the Final Acceptance Amount less the aggregate nominal amount of the First Priority Notes validly offered and accepted for purchase by the Offeror,
   

provided that:
 

(i) if the aggregate nominal amount of First Priority Notes validly tendered pursuant to the relevant Offers that the Offeror elects to purchase is greater than the Final Acceptance Amount, the Offeror intends to accept such validly tendered Notes on a pro rata basis, as set out below; and

(ii) if the aggregate nominal amount of First Priority Notes validly tendered pursuant to the relevant Offers that the Offeror elects to purchase is less than the Final Acceptance Amount but, when aggregated with the aggregate nominal amount of Second Priority Notes of both Series validly tendered pursuant to the relevant Offers, is greater than the Final Acceptance Amount, the Offeror may, in its sole discretion, accept such valid Offers of First Priority Notes in full and allocate the residual Final Acceptance Amount between each Series of Second Priority Notes, and reserves the right, at its sole discretion, to accept significantly more or less (or none) of Second Priority Notes of either Series, as compared to the other Series of Second Priority Notes.

For avoidance of doubt, none of the Second Priority Notes will be accepted until the Offeror has accepted all valid tenders of the First Priority Notes.

The above times and dates are subject to the right of the Offeror to extend, re-open, amend, withdraw and/or terminate the Invitation (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 in order 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 Invitation. The deadlines set by each Clearing System for the submission of Electronic Offer Instructions will also be earlier than the deadlines above. See “Procedures for Participating in the Invitation” in the Tender Offer Memorandum.

Announcements in connection with the Invitation will be made, as applicable, (a) by publication on the website of the Luxembourg Stock Exchange, (b) by the delivery of notices to the Clearing Systems for communication to Direct Participants, and/or (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 where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements during the course of the Invitation.

Holders are invited to read carefully the Tender Offer Memorandum for all the details and information on the procedures to participate in the Invitation.

Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche Bank Aktiengesellschaft, Mediobanca – Banca di Credito Finanziario S.p.A., Merrill Lynch International and Natixis are acting as Dealer Managers of the Invitation. Deutsche Bank Aktiengesellschaft and Merrill Lynch International are also acting as Structuring Advisers on the Invitation.

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

Structuring Advisers and Dealer Managers

Deutsche Bank Aktiengesellschaft
Mainzer Landstr. 11 - 1760329
Frankfurt am Main
Germany
Attention: Liability Management Group

Tel: +44 (0) 20 7545 8011

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Attention: Liability Management Group
Email: DG.LM-EMEA@bofa.com
Telephone: +44 (0) 207 996 5420

Dealer Managers

Barclays Bank PLC
5 The North Colonnade
London E14 4BB
United Kingdom
Attention: Liability Management Group
Email: eu.lm@barclays.com
Telephone: +44 (0) 20 3134 8515

Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com
Telephone: +44 20 7986 8969

Mediobanca – Banca di Credito Finanziario S.p.A.
Piazzetta Enrico Cuccia, 1
20121 Milan
Italy
Attention: Liability Management FIG
Telephone: +39 028829984
Email:MB_Liability_Management_FIG@mediobanca.com

Natixis
30, avenue Pierre Mendès France
75013 Paris
France
Attention: Liability Management
Telephone: +33 1.58.55.85.26 / +33 1.58.55.88.36
Email: LD-M-Liability-Management-FIG@natixis.com

Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Thomas Choquet / Arlind Bytyqi
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 €15,000,000,000 Euro Medium Term Note Programme of the Offeror dated 27 May 2020 (the Base Prospectus) as supplemented from time to time and the final terms to be prepared in connection with the issue and listing of the New Notes (the Final Terms), which will include the final terms of the New Notes. Subject to compliance with all applicable securities laws and regulations, the Base Prospectus, the supplements thereto and the Final Terms will be available from the joint lead managers of the issue of the New Notes on request. Copies of the Base Prospectus is available, and copies of the Final Terms will (upon issuance) be available, on the Luxembourg Stock Exchange’s website at www.bourse.lu and on the website of Generali at https://www.generali.com/investors/debt-ratings/listed-debt-securities-disclaimer.

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. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 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” as defined in Article 2 (e) of Regulation (Eu) 2017/1129 (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 an 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.