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: Other issuer/company
information
25.03.2025 / 09:31 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by EQS
News - a service of EQS Group.
The issuer is solely responsible for the content of this announcement.
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Announcement according to §139 BörseG
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, 25 March 2025
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe announces a Tender
Offer in respect of (i) outstanding EUR 214,413,000 of total
EUR 400,000,000 3.75% 2046 non-call 2026 subordinated Notes (ISIN:
AT0000A1D5E1) and (ii) EUR 200,000,000 3.75% 2047 non-call 2027
subordinated Notes (ISIN: AT0000A1VGA1)
VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (the "Company")
announces an invitation to eligible holders (the "Noteholders") of its
outstanding (i) EUR 214,413,000 of total EUR 400,000,000 3.75% 2046
non-call 2026 subordinated Notes (ISIN: AT0000A1D5E1) (the "2015 Notes")
and (ii) EUR 200,000,000 3.75% 2047 non-call 2027 subordinated Notes
(ISIN: AT0000A1VGA1) (the "2017 Notes", and together with the 2015 Notes
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 25 March 2025 (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 / vig@is.kroll.com) in its capacity as global
tender agent and Erste Group Bank AG (+43 (0) 5 0100 – 84053 /
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 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.
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 2 April 2025, 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 1,000,
in respect to the 2015 Notes and EUR 200,000 in respect to the 2017 Notes,
being the respective denomination of the Notes.
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 is being made as part of the Company's active management of its
capital base.
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 is no 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 the 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").
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,
Belgium, the Republic of France (each 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").
Contact:
VIENNA INSURANCE GROUP AG
Wiener Versicherung Gruppe
Investor Relations
1010 Vienna, Schottenring 30
Nina Higatzberger-Schwarz Phone: +43 E-Mail:
(0)50 (1)nina.higatzberger@vig.com
390-21920
Katarzyna Bizon Tel.: +43 E-Mail:
(0)50 (2)katarzyna.bizon@vig.com
390-20071
All news releases are also available at
(3)https://group.vig/investor-relations/.
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25.03.2025 CET/CEST
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Language: English
Company: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
Schottenring 30
1010 Vienna
Austria
Internet: www.group.vig
End of News EQS News Service
2105794 25.03.2025 CET/CEST
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References
Visible links
1. mailto:nina.higatzberger@vig.com
2. mailto:katarzyna.bizon@vig.com
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