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Swiss Re Finance (Lux) - Tender Offer - Capped Tender Pricing

Swiss Re Finance (Luxembourg) S.A. Announces the Pricing for its Capped Tender Offers

17 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext


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"The “Total Consideration” for each series of Capped Tender Offer Notes validly tendered and accepted for purchase pursuant to the applicable Capped Tender Offer was determined in the manner described in the Offer to Purchase and is set out in the table below. For the EUR 2.534% Notes and the USD 5.000% Notes, the “Total Consideration” was determined by reference to the applicable fixed spread specified in the Offer to Purchase over the applicable Reference Yield, which was determined as specified in the Offer to Purchase at 10:00 a.m., New York City time, on October 17, 2023 (the “Capped Tender Offers Price Determination Date”).


The following table summarizes certain pricing information regarding the Capped Tender Offers as of the Early Tender Date:


As previously announced, valid tenders have been received in a principal amount exceeding the previously announced Capped Maximum Amount of $1,131,200,000. Accordingly, Capped Tender Offer Notes validly tendered as part of the Capped Tender Offers will be subject to the acceptance priority levels and proration in accordance with the terms of the Offer to Purchase. Accordingly, tenders validly received at or prior to the Early Tender Date in respect of the USD 6.050% Notes, the EUR 2.534% Notes and the USD 5.524% Notes shall be accepted in full, without pro-ration, and the USD 5.000% Notes shall be accepted subject to a Scaling Factor of 68.42%. No tenders of the USD 5.750% Notes shall be accepted. In addition, no further Capped Tender Offer Notes will be accepted for purchase by SRFL pursuant to the Capped Tender Offers."


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Swiss Re Finance (Luxembourg) S.A. Announces the Capped Tender Offers Early Results

17 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Luxse


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"The table below summarizes certain information regarding the Capped Tender Offers, including the principal amount of each series of Capped Tender Offer Notes validly tendered and accepted for purchase pursuant to the Capped Tender Offers as of the Early Tender Date. Valid tenders have been received in a principal amount exceeding the previously announced Capped Maximum Amount of $1,131,200,000. Accordingly, Capped Tender Offer Notes validly tendered as part of the Capped Tender Offers will be subject to the acceptance priority levels and proration in accordance with the terms of the Capped Tender Offers.


Accordingly, tenders validly received at or prior to the Early Tender Date in respect of the USD 6.050% Notes, the EUR 2.534% Notes and the USD 5.524% Notes shall be accepted in full, without pro-ration, and the USD 5.000% Notes shall be accepted subject to a Scaling Factor of 68.42%. No tenders of the USD 5.750% Notes shall be accepted. In addition, no further Capped Tender Offer Notes that are tendered after the Early Tender Date but prior to the Capped Tender Offers Expiration Date will be accepted for purchase by SRFL pursuant to the Capped Tender Offers.



The applicable Reference Yield in respect of the EUR 2.534% Notes and the USD 5.000% Notes and Total Consideration in respect of each series of accepted Capped Tender Offer Notes will be announced as soon as practicable after the Capped Tender Offers Price Determination Date of 10:00 a.m., New York City time on October 17, 2023, unless extended by SRFL."


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Swiss Re Finance (Luxembourg) S.A. Announces Results of its Cash Tender Offer for Any and All of its Outstanding USD 4.250% Notes

10 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Luxse


"The Any and All Tender Offer expired as of 5:00 p.m., New York City time, on October 6, 2023 (the “Any and All Expiration Date”). As of the Any and All Expiration Date, $368,800,000 in aggregate principal amount of the USD 4.250% Notes, representing 36.88% of the aggregate principal amount outstanding of the USD 4.250% Notes, were validly tendered and not validly withdrawn. SRFL has accepted for purchase all USD 4.250% Notes that were validly tendered and not validly withdrawn as of the Any and All Expiration Date. None of the USD 4.250% Notes were tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase. In accordance with the terms of the Any and All Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on October 6, 2023. As a result, tendered USD 4.250% Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by SRFL). As previously announced, registered holders of the USD 4.250% Notes (“Holders”) who validly tendered and did not validly withdraw their USD 4.250% Notes at or prior to the Any and All Expiration Date and whose USD 4.250% Notes are accepted for purchase and payment pursuant to the Any and All Tender Offer, will receive the Total Consideration (as set out in the table below) with respect to the USD 4.250% Notes, plus accrued and unpaid interest on such USD 4.250% Notes from, and including, the last interest payment date applicable to such USD 4.250% Notes to, but not including, the Any and All Settlement Date (“Accrued Interest”), on the Any and All Settlement Date. The “Any and All Settlement Date” is expected to be October 12, 2023, unless extended by SRFL. The table below sets forth the Total Consideration for each $1,000 principal amount of USD 4.250% Notes:"


"As a result of the foregoing, the Capped Maximum Amount for the Capped Tender Offers by SRFL will be a nominal amount of $1,131,200,000 and will be subject to the terms and conditions set forth in the Offer to Purchase, including the Applicable Priority Levels and proration."


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Swiss Re Finance (Luxembourg) S.A. Offer to Purchase for Cash Any and All of the Outstanding USD 4.250% Notes and Offer to Purchase for Cash an Amount Subject to the Capped Maximum Amount of the Outstanding USD 6.050% Notes, EUR 2.534% Notes, USD 5.524% Notes, USD 5.000% Notes and USD 5.750% Notes

02 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Luxse


"October 2, 2023 — Swiss Re Finance (Luxembourg) S.A. (“SRFL” or the “Company”), incorporated as a limited liability company under the laws of the Grand Duchy of Luxembourg, is offering to purchase for cash any and all of its outstanding USD denominated 4.250% Guaranteed Perpetual Subordinated Fixed Spread Callable Notes guaranteed by Swiss Reinsurance Company Ltd (“SRZ”) (the “USD 4.250% Notes”) validly tendered on or before the Any and All Expiration Date (the “Any and All Tender Offer”).


In addition, SRFL is offering to purchase for cash Capped Tender Offer Notes (as defined below) up to a nominal amount of U.S.$1.5 billion (equivalent) less the aggregate nominal amount of USD 4.250% Notes validly tendered and accepted for purchase in the Any and All Tender Offer (assuming that USD 4.250% Notes tendered pursuant to guaranteed delivery procedures would be validly delivered) (the “Capped Maximum Amount”) in the following order of priority: "


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"The following tables summarize certain information regarding the Offers:

Notes: (1) As at the date of the Offer to Purchase. (2) In respect of the EUR 2.534% Notes, the USD 5.000% Notes and the USD 5.750% Notes, the Total Consideration (as defined below) for relevant Capped Tender Offer Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and when calculated in such manner is already inclusive of the Early Tender Payment equal to the applicable amount set forth in the second table above. In respect of the USD 6.050% Notes and the USD 5.524% Notes, the Total Consideration shall be equal to the applicable Fixed Purchase Price specified above, which is similarly already inclusive of the Early Tender Payment equal to the applicable amount set forth in the second table above. Capped Tender Offer Notes validly tendered after the Early Tender Date but prior to or at the Capped Tender Offers Expiration Date will be eligible to receive the Late Tender Offer Consideration, which is equal to the Total Consideration minus the Early Tender Payment. (3) The Company is offering to purchase an aggregate nominal amount of Capped Tender Offer Notes (converted into USD, where applicable, using an FX rate of €1.00 = U.S.$1.0585) of up to the Capped Maximum Amount. If the aggregate nominal amount of Capped Tender Offer Notes validly tendered in the Offers exceeds the Capped Maximum Amount, the Company will accept such Notes in accordance with the acceptance priority levels set forth above (the “Acceptance Priority Levels”). "


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