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Crédit Agricole Assurances successfully launches a €1 billion issue of Undated Subordinated Fixed Rate Resettable Notes
|Not for distribution directly or indirectly in the United States, Canada, Australia or Japan|
Crédit Agricole Assurances announces the successful launch on 8 January 2015 of a €1 billion issue of Undated Subordinated Fixed Rate Resettable Notes (the “Notes”), thus becoming the first issuer of subordinated debt in the primary European market in 2015.
The prospectus for the issue includes a full description of the terms and conditions of the Notes. The Notes have no fixed maturity date and will bear a fixed interest rate of 4.25% until 13 January 2025, after which date the rate will be reset. Interest payments may be deferred at the issuer’s option, or if the Crédit Agricole Assurances Group should fail to meet its solvency margin requirement, or at the relevant supervisory authority’s (the “Supervisor,” currently the Autorité de contrôle prudentiel et de résolution) request. Such deferrals are subject to the conditions relating to the payment of dividends by Crédit Agricole Assurances.
The Notes may be redeemed early by the issuer on 13 January 2025. After this date, they may be redeemed at the issuer’s option on each annual coupon payment date, subject to the prior approval of the Supervisor.
The Notes have been placed with institutional investors in Europe. The quality and diversity of the order book reflects the positive view investors have of Crédit Agricole Assurances.
This issue follows a €750 million issuance by Crédit Agricole Assurances successfully completed in October 2014, and forms part of the Crédit Agricole Group and Crédit Agricole Assurances’ capital optimisation policy.
At the Crédit Agricole Group level, the purposes of this issue are to (i) anticipate the impact of the Solvency II framework on its Basel 3 fully-loaded Tier 1 ratio and (ii) partly offset the change in Standard & Poor’s (S&P’s) treatment of hybrids issued by insurance subsidiaries and subscribed by Crédit Agricole Group companies in the calculation of its Risk Adjusted Capital (“RAC”) ratio.
For Crédit Agricole Assurances, the purposes of this issue are (i) to anticipate its adaptation to the future Solvency 2 rules in 2016 and (ii) to finance early repayment of the undated subordinated debt issued by Crédit Agricole Assurances and subscribed by Crédit Agricole S.A and the growth of Crédit Agricole Assurances’ business.
Crédit Agricole Assurances has an A/negative outlook rating from Standard & Poor ‘s. The Notes have been rated BBB- by Standard & Poors.
The issue prospectus, which was granted visa no. 15-018 on 09 January 2015 by the Autorité des marchés financiers (the “AMF”), is available free of charge on the Issuer’s website (http://www.ca-assurances.com/en/investors/ratings-and-fundings) and on the AMF website (www.amf-france.org).
About Crédit Agricole Assurances
Leader in Europe, Crédit Agricole Assurances, a 100% subsidiary of Crédit Agricole S.A., is the no. 1 bancassurer in France and in Europe. The Crédit Agricole Assurances Group offers a range of savings, retirement, health, personal protection and property insurance products and services to individuals, professionals, farmers and businesses. These products and services are distributed by the Crédit Agricole Group’s retail banking networks in France and in Europe and by financial advisers and multi-line insurance managers around the world.
Crédit Agricole Assurances had 3,500 staff and €26.4 billion in French GAAP revenues at year-end 2013.
|Press contacts Françoise Bololanik + 33 (0)1 57 72 46 83 / 06 25 13 73 98Camille Langevin + 33 (0)1 57 72 73 36 / 06 23 35 60 email@example.com|
Marie Isabelle Marcellesi +33 (0)1 57 72 12 84
|THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA ORJAPAN|
This press release does not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe the Notes (as defined above) in the United States of America, Canada, Australia or Japan.
No communication or information relating to the issuance of the Notes may be distributed to the public in a country where a registration obligation or an approval is required. No action has been or will be taken in any country where such action would be required. The offering and the subscription of the Notes may be subject to specific legal and regulatory restrictions in certain jurisdictions; Crédit Agricole Assurances accepts no liability in connection with a breach by any person of such restrictions.
This press release constitutes an advertisement. It does not constitute a prospectus within the meaning of the Prospectus Directive (as defined hereinafter).
This press release does not, and shall not, in any circumstances, constitute an offer to the public of Notes by Crédit Agricole Assurances nor an invitation to the public in connection with any offer in any jurisdiction, including France.
European Economic Area
In each of the various Member States of the European Economic Area other than France that has implemented the Prospectus Directive (the “Relevant Member States”), no action has been undertaken or will be undertaken to make an offer to the public of the Notes requiring the publication of a prospectus in any Relevant Member State. As a result, the Notes may only be offered in Relevant Member States:
(a) to qualified investors, as defined in the Prospectus Directive (as defined below) as amended by the PD Amending Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the PD Amending Directive, 150, individuals or legal entities (other than qualified investors as defined in the PD Amending Directive); or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, (i) the notion of an “offer to the public of Notes” in any Relevant Member State, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the Notes to be offered to allow an investor to decide to purchase or subscribe for the Notes, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC of the European Parliament and Council of 4 November 2003 (and amendments thereto, including the PD Amending Directive, to the extent implemented to the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and (iii) the expression “PD Amending Directive” means Directive 2010/73/EU of the European Parliament and Council dated 24 November 2010.
This selling restriction supplements the other selling restrictions applicable in the Member States that have implemented
the Prospectus Directive.
The Notes have not been and will not be offered or sold, directly or indirectly, to the public in France. The Notes will be offered or sold in France only to (x) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers), and/or (y) qualified investors (investisseurs qualifiés) acting for their own account, and/or (z) a restricted circle of investors (cercle restraint d’investisseurs), with the meanings ascribed to them in, and in accordance with, Articles L.411- 1, L.411-2 and D.411-1 4 of the French Code monétaire et financier and applicable regulations thereunder.
This press release is only directed at (i) persons who are not located in the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (iii) persons falling within Article 49(2)(a) to (d) (high net worth entities, non-incorporated associations, etc.) of the Order, or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) in connection with the issue or sale of the Notes may otherwise lawfully be communicated (all such persons mentioned in paragraphs (i), (ii), (iii) and (iv) above, together being referred to as “Relevant Persons”). The Notes are only available to Relevant Persons, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be addressed or concluded only with Relevant Persons. Any person that is not a Relevant Person must abstain from using or relying on this press release and the information contained therein.
United States of America
This press release may not be published, distributed or transmitted in the United States of America (including its territories and dependencies, any state of the United States of America and the District of Columbia). This press release does not constitute an offer to purchase or to subscribe for the Notes in the United States of America. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States of America, except pursuant to an exemption from the registration requirements of the Securities Act. The Notes will be sold only outside the United States within the meaning of and in conformity with Regulation S under the Securities Act. Crédit Agricole Assurances does not intend to register all or any portion of the offering of the Notes in the United States of America or to conduct a public offering of the Notes in the United States of America.
Canada, Australia and Japan
This press release must not be published, released or distributed, directly or indirectly, in Australia, Canada or Japan. This press release and the information contained herein do not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe, securities in such countries.