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news and press Press releases Intention to issue benchmark subordinated Restricted Tier 1 capital securities and Tender Offer for existing subordinated notes
Press Utrecht 19 March 2024 09:30 EU/Amsterdam

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

ASR Nederland N.V. (“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.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them 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:

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.

Transaction Condition and allocation of New Securities
Whether a.s.r. will accept for purchase any Notes validly tendered in the Offer and complete the Offer is subject, without limitation, to the successful completion (in the sole determination of a.s.r.) of the issue of the New Securities (the “Transaction Condition”). When considering allocation of the New Securities, a.s.r. intends to give preference to those Noteholders who, prior to such allocation, have validly tendered (or have given a firm indication to a.s.r. or any Dealer Manager that they intend to tender) their Notes pursuant to the Offer. Please refer to the Tender Offer Memorandum for further information regarding the allocation of the New Securities.

Expected Timetable of Events
The Offer commences today and the Expiration Deadline shall be 5.00 p.m. CET on 26 March 2024. The result of the Offer will be announced as soon as reasonably practicable on 27 March 2024, with the Settlement Date expected to be on or around 28 March 2024 (subject to satisfaction or waiver of the Transaction Condition on or prior to such date). Pricing of the issue of the New Securities is expected to occur prior to the Expiration Deadline for the Offer.

Further Information
ABN AMRO Bank N.V., Barclays Bank Ireland PLC, BNP Paribas, BofA Securities Europe SA and HSBC Continental Europe are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as Tender Agent. Telephone: +44 (0)20 7704 0880; Attention: Jacek Kusion; Email: asr@is.kroll.com.

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation 596/2014).

OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

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