EQS-CMS: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe: Announcement according to § 139 BörseG

EQS Post-admission Duties announcement: VIENNA INSURANCE GROUP AG Wiener
Versicherung Gruppe / Change to the rights attached to other securities
according to § 139 BörseG
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe: Announcement
according to § 139 BörseG

06.06.2022 / 11:02
Dissemination of a Post-admission Duties announcement transmitted by EQS –
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN
THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING
PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND
AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF
AMERICA OR THE DISTRICT OF COLUMBIA (THE „UNITED STATES“) OR IN OR INTO OR
TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe announces a Tender
Offer in respect of its EUR 500,000,000 5.5% 2043 non-call 2023 Notes
(ISIN: AT0000A12GN0) and proposed issue of new Subordinated Fixed to
Floating Rate Notes under its Tier 2 Notes Issuance Programme

 

VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (the „Company“)
announces an invitation to eligible holders (the „Noteholders“) of its
outstanding EUR 500,000,000 5.5% 2043 non-call 2023 Notes (ISIN:
AT0000A12GN0) (the „Notes“) to tender any and all such Notes for purchase
by the Company for cash (the „Offer“ or the „Repurchase“).

The Offer is being made on the terms and subject to the conditions
contained in a tender offer memorandum dated 6 June 2022 (the „Tender
Offer Memorandum“) prepared by the Company and is subject to the offer
restrictions set out below and as more fully described in the Tender Offer
Memorandum. The Offer will be made exclusively on the basis of, and
subject to the terms and conditions of, the Tender Offer Memorandum, which
will be available as from today on request from Kroll Issuer Services
Limited (+44 (0)20 7704 0880 / [1]vig@is.kroll.com) in its capacity as
global tender agent and Erste Group Bank AG (+43 (0) 5 0100 – 84053 /
[2]FISyndicate0604@erstegroup.com) in its capacity as Austrian tender
agent (together the „Tender Agents“). Noteholders are advised to read
carefully the Tender Offer Memorandum for full details of, and information
on the procedures for, participating in the Offer.

The Company is not under any obligation to accept for purchase any Notes
tendered pursuant to the Offer. The acceptance for purchase by the Company
of Notes tendered pursuant to the Offer is at the sole discretion of the
Company and tenders may be rejected by the Company for any reason.

The Company will pay for Notes accepted by it for purchase pursuant to the
Offer (and subject to satisfaction or waiver of the New Financing
Condition) at a price which will be determined in the manner described in
the Tender Offer Memorandum. The Company will also pay an Accrued Interest
Payment in respect of Notes accepted for purchase pursuant to the Offer.

The Company further announces its intention to issue Subordinated Fixed to
Floating Rate Notes under its Tier 2 Notes Issuance Programme dated 20 May
2022 (the „New Notes“). The purchase of any Notes by the Company pursuant
to the Offer is subject to, without limitation, the successful completion
(in the sole determination of the Company) of the offering of the New
Notes (the „New Financing Condition“).

In order to participate in, and be eligible to receive the Purchase Price
and the accrued interest pursuant to, the Offer, Noteholders must validly
tender their Notes for purchase by delivering, or arranging to have
delivered on their behalf, a valid tender instruction that is received by
the Tender Agents no later than by 5 p.m. (CEST) on 14 June 2022, unless
extended, re-opened, amended, shortened and/or terminated as provided in
the Tender Offer Memorandum. Tender instructions must be submitted in
respect of a minimum principal amount of Notes of no less than EUR
100,000, being the denomination of the Notes.

Investors in the Notes may receive priority allocation in the offering of
the New Notes (subject to the terms and conditions of the Tender Offer
Memorandum).

Any investment decision to purchase any New Notes should be made solely on
the basis of the information contained in the base prospectus, dated 20
May 2022 (the „Prospectus“) and the Final Terms prepared in connection
with the issue of the New Notes and their admission to listing on the
Vienna Stock Exchange and to trading on the regulated market (the „Final
Terms“), and no reliance is to be placed on any representations other than
those contained in the Prospectus and the Final Terms.

This announcement and the Tender Offer Memorandum do not constitute an
invitation to participate in the Offer 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.

The distribution of this notice and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
notice and the Tender Offer Memorandum comes are required by the Company
and the Tender Agents to inform themselves about, and to observe, any such
restrictions. See „Offer and Distribution Restrictions“ in the Tender
Offer Memorandum.

The Offer, in conjunction with an issue of New Notes, is being made as
part of the Company’s active management of its capital base. The Offer
will also provide liquidity for investors in the Notes concurrent with the
opportunity to redeploy funding into the Company’s proposed New Notes.

Legal notice/disclaimer:

This communication is for information purposes only and does not
constitute an offer to sell or an offer or solicitation to buy or
subscribe to securities, nor does it constitute financial analysis or
advice or a recommendation relating to financial instruments.

The Offer and the New Notes are not being, and will not be, offered or
sold in the United States. Nothing in this announcement and the Tender
Offer Memorandum constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other jurisdiction.
Securities may not be offered, sold or delivered in the United States
absent registration under, or an exemption from the registration
requirements of, the United States Securities Act of 1933, as amended (the
„Securities Act“). The New Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any state or
other jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under
the Securities Act).

This notice and the materials referred to therein are not for
distribution, directly or indirectly, in or into the United States of
America. The Offer referenced herein is not being made, directly or
indirectly, in or into the United States, or by use of the mails, or by
any means or instrumentality (including, without limitation, e-mail,
facsimile transmission, telephone and the internet) of interstate or
foreign commerce, or of any facility of a national securities exchange, of
the United States. The Offer cannot be accepted by any such use, means,
instrumentality or facility or from within the United States of America.

Nothing in this notice and the Tender Offer Memorandum constitutes an
offer to buy or the invitation to offer to sell securities in Italy
(except as set out in the Tender Offer Memorandum), Belgium (except as set
out in the Tender Offer Memorandum), the Republic of France (except as set
out in the Tender Offer Memorandum) or any other jurisdiction in which
such offer or solicitation would be unlawful. The Tender Offer Memorandum
and the Offer may only be communicated to persons in the United Kingdom in
circumstances where section 21 (1) of the Financial Services and Markets
Act 2000 does not apply.

This communication does not constitute and shall not, in any
circumstances, constitute a public offering nor an invitation to the
public in connection with any offer within the meaning of the European
Prospectus Regulation (EU) 2017/1129 (the „Prospectus Regulation“).

A listing prospectus was exclusively prepared for the purpose of admitting
the New Notes to trading on the Official Market of the Vienna Stock
Exchange. The listing prospectus is available for download free of charge
in electronic form from the Company’s website at
[3] https://www.vig.com/en/investor-relations/bonds/bond-programmes.html.

Contact:
VIENNA INSURANCE GROUP
Investor Relations
1010 Vienna, Schottenring 30
 

Nina Higatzberger-Schwarz Phone: +43 E-Mail:
(0)50 [4]nina.higatzberger@vig.com
390-21920
Sylvia Machherndl Phone: +43 E-Mail:
(0)50 [5]sylvia.machherndl@vig.com
390-21151
Sarah Salchegger Phone: +43 E-Mail:
(0)50 [6]sarah.salchegger@vig.com
390-20071

 

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06.06.2022

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Language: English
Company: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
Schottenring 30
1010 Vienna
Austria
Internet: www.vig.com

 
End of News EQS News Service

1368993  06.06.2022 

References

Visible links
1. vig@is.kroll.com
2. FISyndicate0604@erstegroup.com
3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=5b566b39c7103af1f32ad40506e5d8d7&application_id=1368993&site_id=apa_ots_austria&application_name=news
4. nina.higatzberger@vig.com
5. sylvia.machherndl@vig.com
6. sarah.zoech@vig.com

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