Swiss Re successfully places EUR 640 million mandatory convertible securities
01 July 2004, Zurich
Swiss Re has today successfully completed the bookbuilding process for its offering of three year mandatory convertible securities. The offering is expected to generate proceeds of EUR 640 million. The transaction will refinance maturing debt and further increases Swiss Re's financial strength. The instrument will rely on share capital already approved in 2001.
Ann Godbehere, Chief Financial Officer of Swiss Re, comments: 'With this successful EUR 640 million transaction, Swiss Re continues to improve its financial strength by moving from senior debt to hybrid capital.'
Swiss Re experienced strong demand for the mandatory convertible securities from a diversified investor base and the issue was heavily oversubscribed. The exercise price was set at CHF 80.41. The securities will automatically convert into Swiss Re shares in three years. The mandatory convertible securities will pay a coupon of 6.125%. Swiss Re will participate in any future share price appreciation of up to 20% of the exercise price.
No additional Swiss Re shares will be required to support the mandatory convertible securities. Underlying shares previously committed to Swiss Re's convertible bond issued in 2001 have been reallocated to support today's transaction. The reallocation was made possible by the purchase of call options which offset the exposure to deliver Swiss Re shares under the 2001 convertible bond. The increase in conditional capital approved by the Annual General Meeting of Swiss Re in May 2004 has not been used for this transaction.
The mandatory convertible securities will be issued by a non-Swiss fully owned subsidiary and will be fully guaranteed by Swiss Reinsurance Company. Trading on SWX Swiss Exchange is expected to begin around 23 July 2004.
The mandatory convertible securities are expected to be rated AA by Standard, Poor's.
Notes to editors
Swiss Re is one of the world's leading reinsurers and the world's largest life and health reinsurer. The company operates through more than 70 offices in over 30 countries. Swiss Re has been in the reinsurance business since its foundation in Zurich, Switzerland, in 1863. Through its three business groups Property, Casualty, Life, Health and Financial Services, Swiss Re offers a wide variety of products to manage capital and risk. Traditional reinsurance products, including a broad range of property and casualty as well as life and health covers and related services, are complemented by insurance-based corporate finance solutions and supplementary services for comprehensive risk management. Swiss Re is rated 'AA' by Standard, Poor's, 'Aa2' by Moody's and 'A+' by A.M. Best.
This is not an offer of securities. The securities will not be offered for sale in the United States, Italy, Australia, Canada or Japan. The mandatory convertible securities, and the shares into which the mandatory convertible securities will be converted, are not being registered under the US Securities Act of 1933, as amended (the 'Securities Act') and may not be offered or sold in the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the Securities Act).
In the United Kingdom, this announcement is directed exclusively at persons who have professional experience in matters relating to investments that fall within article 19 or 49 of the Financial Services Markets Act 2000 (Financial Promotion) Order 2001. The mandatory convertible securities will be issued only to such persons.
Cautionary note on forward-looking statements
Certain statements contained herein are forward-looking. These statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical fact or current fact. Forward-looking statements typically are identified by words or phrases such as 'anticipate,' 'assume,' 'believe,' 'continue', 'estimate', 'expect', 'foresee', 'intend,' 'may increase' and 'may fluctuate' and similar expressions or by future or conditional verbs such as 'will,' 'should,' 'would' and 'could.' These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results,
performance, achievements or prospects to be materially different from any future results, performance, achievements or prospects expressed or implied by such statements. Such factors include, among others:
- cyclicality of the reinsurance industry;
- changes in general economic conditions, particularly in our core markets;
- uncertainties in estimating reserves;
- the performance of financial markets;
- expected changes in our investment results as a result of the changed composition of our investment assets or changes in our investment policy;
- the frequency, severity and development of insured claim events;
- acts of terrorism and acts of war;
- changes in rating agency policies or practices;
- mortality and morbidity experience;
- policy renewal and lapse rates;
- the change in or loss of one or more of the financial or claims-paying ratings of one or more of our subsidiaries;
- changes in levels of interest rates;
- political risks in the countries in which we operate or in which we insure risks;
- extraordinary events affecting our clients, such as bankruptcies and liquidations;
- risks associated with implementing our business strategies;
- changes in currency exchange rates;
- changes in laws and regulations, including changes in accounting standards and taxation requirements; and
- changes in competitive pressures.
These factors are not exhaustive. We operate in a continually changing environment and new risks emerge continually. Readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to publicly revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
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