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ASR Nederland N.V. - Tender Offer 2024 (XS) - Launch

Intention to issue benchmark subordinated Restricted Tier 1 capital securities and Tender Offer for existing subordinated notes - XS1115800655

19 MARCH 2024

Full announcement including disclaimers and offer restrictions available via Euronext 

ASR Nederland N.V. (the “a.s.r.”) announces today the intention, subject to market conditions, to issue benchmark Euro denominated perpetual subordinated Restricted Tier 1 capital securities (“New Securities”). The New Securities allow for a temporary write-down subject to conditions as reflected in the offering memorandum prepared in connection with the New Securities. a.s.r. has mandated ABN AMRO, Barclays, BNP PARIBAS, BofA Securities and HSBC to act as Joint Lead Managers on its intended issuance, with HSBC acting as Structuring Agent.

Concurrently, a.s.r. announces its invitation to holders of its €500,000,000 Fixed to Fixed Rate Undated Subordinated Notes (ISIN: XS1115800655) (the “Notes”), to tender any and all of their Notes for purchase by a.s.r. for cash (such invitation, the “Offer”). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 19 March 2024 (the “Tender Offer Memorandum”) as prepared by a.s.r., and is subject to the offer restrictions as described in the Tender Offer Memorandum.


"Rationale for the Offer

The purpose of the Offer and the planned issuance of New Securities is, amongst other things, to proactively manage a.s.r.’s expected redemption profile. The Offer also provides Noteholders with the opportunity to sell their current holdings in the Notes and to apply for priority in the allocation of the New Securities, as more fully described in the Tender Offer Memorandum.

Details of the Offer

A summary of certain of the terms of the Offer appears below:

  • Description of the Notes: €500,000,000 Fixed to Fixed Rate Undated Subordinated Notes

  • First Call Date: 30 September 2024

  • Current Coupon: 5.00 per cent.

  • ISIN/Common Code: XS1115800655 / 111580065

  • Outstanding Nominal Amount: EUR 500,000,000

  • Purchase Price: 100.50 per cent. of the nominal amount of the Notes accepted for purchase

  • Amount subject to the Offer: Any and all

a.s.r. will, in addition to the Purchase Price, pay Accrued Interest in respect of any Notes accepted for purchase pursuant to the Offer."


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