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Axa - Tender Offer 2024 (XS) - Results and Pricing

AXA announces results and pricing of its Cash Tender Offers for its outstanding £350,000,000 Fixed to Floating Rate Undated Deeply Subordinated Notes and £723,925,000 Undated Deeply Subordinated Resettable Notes - XS0260056717 - XS1134541561

05 MARCH 2024


Full announcement including disclaimers and offer/distribution restrictions available via Luxse

Scroll below for information on previous AXA Offers


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"Results


The Expiration Deadline for the Offers was 5.00 p.m. (Central European time) on 4 March 2024. As at the Expiration Deadline, £333,981,000 in aggregate nominal amount of the Series 23 Notes and £662,238,000 in aggregate nominal amount of the Series 37 Notes were validly tendered for purchase pursuant to the Offers. The Offeror hereby announces that it has decided to accept for purchase all Notes validly tendered pursuant to the Offers.


Pricing


Pricing for the Offers took place at 12.00 p.m. (Central European time) today. A summary of the pricing for the Offers appears below:



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AXA announces Cash Tender Offers for its outstanding £350,000,000 Fixed to Floating Rate Undated Deeply Subordinated Notes and £723,925,000 Undated Deeply Subordinated Resettable Notes - XS0260056717 - XS1134541561

26 FEBRUARY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Luxse

Scroll below for information on previous AXA Offers


26 February 2024. AXA (the “Offeror”) announces today separate invitations to eligible holders of its outstanding £350,000,000 Fixed to Floating Rate Undated Deeply Subordinated Notes (ISIN: XS0260056717) (the “Series 23 Notes”) and £723,925,000 Undated Deeply Subordinated Resettable Notes (ISIN: XS1134541561) (the “Series 37 Notes” and, together with the Series 23 Notes, the “Notes”) to tender any and all of such Notes for purchase by the Offeror for cash subject to the satisfaction (or waiver by the Offeror) of the conditions set out in, and all as further described in, the tender offer memorandum dated 26 February 2024 (the “Tender Offer Memorandum”) (each such invitation, an “Offer”, and together the “Offers”).

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



Rationale for the Offers


The Offers are being made as part of the Offeror’s active management of its debt structure. Notes purchased by the Offeror pursuant to the Offers are expected to be cancelled and will not be re-issued or re-sold."


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Announces results of the adjourned meeting in respect of its outstanding USD225,000,000 Undated Subordinated Callable Floating Rate Notes (ISIN: XS0185672291) (the “Notes”)


16 MAY 2023


Full announcement including disclaimers and offer restrictions available via luxse


On 28 March 2023, the Issuer announced an invitation to the eligible holders of its outstanding Notes (the “Consent Solicitation”) to consent to the modification of the terms and conditions (the “Conditions”) of the Notes and consequential or related amendments to the transaction documents for the Notes such that (i) for the purposes of the rate(s) of interest applicable to the Notes following the Effective Date (as set out below), (a) the USD LIBOR linked mid-swap rate is replaced by a SOFR linked mid-swap rate; (b) a Reference Rate Adjustment will be made to reflect the economic difference between the USD LIBOR linked mid-swap rate and the SOFR linked mid-swap rate; and (c) the Margin (as defined in the Conditions) applicable to the Notes will remain unaltered; and (ii) new fallback provisions relating to the SOFR linked mid-swap rate (including fallback provisions in case a Benchmark Event occurs with respect to the SOFR linked mid-swap rate) are included.


The initial meeting of the holders of the Notes (the “Noteholders”) convened for 28 April 2023 was adjourned due to lack of quorum and on 28 April 2023, the Issuer published the notice of adjourned meeting. An adjourned meeting (the “Adjourned Meeting”) of the Noteholders was held via teleconference earlier today, 16 May 2023, in connection with the Consent Solicitation, and the Issuer now announces the results of the Adjourned Meeting.


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"Results of the Adjourned Meeting


NOTICE IS HEREBY GIVEN to the Noteholders that at the Adjourned Meeting in respect of the Notes, the necessary quorum was achieved, however the Extraordinary Resolution was not passed.


The Issuer will decide upon its course of action as and when necessary."

 

NOTICE OF SEPARATE NOTEHOLDER MEETINGS RESULTS


28 APRIL 2023


Full announcement including disclaimers and offer restrictions available via luxse


"Results of Meetings of the Series 41 Notes and the Series 16 Notes


NOTICE IS HEREBY GIVEN to:


(a) the holders of the Series 41 Notes that:


(i) (A) at the Meeting in respect of the Series 41 Notes, the necessary quorum was achieved, the Extraordinary Resolution was passed and the Eligibility Condition was satisfied; (B) the relevant Supplemental Agency Agreement has been executed and delivered by the Issuer, the Principal Paying Agent and the other parties thereto, today, 28 April 2023; and (C) the modifications to the Conditions of, and the transaction documents for, the Series 41 Notes described in the Consent Solicitation Memorandum have been implemented with effect from today, 28 April 2023; and


(ii) the Reference Rate Adjustment in respect of the Series 41 Notes is 0.26161 per cent. per annum; and


(b) the holders of the Series 16 Notes that the Meeting in respect of the Series 16 Notes was adjourned due to lack of quorum and that an adjourned Meeting of the holders of the Series 16 Notes will be convened by the Issuer by a separate notice of adjourned meeting, to be dated on or around the date of this announcement, for the purpose of considering and if thought fit, passing the resolution set out therein, in respect of the Series 16 Notes."

 

NOTICE OF SEPARATE NOTEHOLDER MEETINGS


28 MARCH 2023


Full announcement including disclaimers and offer restrictions available via AXA


NOTICE OF SEPARATE NOTEHOLDER MEETINGS

to the holders of the


USD1,000,000,000 Fixed to Floating Rate Subordinated Notes due 2047 (ISIN: XS1550938978) (the “Series 41 Notes”)


USD225,000,000 Undated Subordinated Callable Floating Rate Notes (ISIN: XS0185672291) (the “Series 16 Notes”)


(each a “Series” and, together, the “Notes”)


of the Issuer presently outstanding.

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"BACKGROUND


Status of USD LIBOR


The UK Financial Conduct Authority (the “FCA”) announced on 5 March 2021 (the “FCA’s 5 March 2021 Announcement”) that all London Inter Bank Offered Rate (“LIBOR”) settings will either cease to be provided by any administrator or no longer be representative of the underlying market and economic reality (and that representativeness will not be restored) immediately after (i) 31 December 2021, in the case of all sterling, euro, Japanese Yen and Swiss Franc, and the one week and two-month USD LIBOR settings, or (ii) 30 June 2023, in the case of the remaining USD LIBOR settings. Regulators have continued to urge market participants to take active steps to implement the transition to SOFR and other risk-free rates ahead of the applicable USD LIBOR cessation date."


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