Athora Netherlands N.V. announces Tender Offer for any and all of its US$ 575,000,000 Subordinated Notes

24 mei 2022

Athora Netherlands publishes on its website:

Athora Netherlands N.V. (formerly named VIVAT N.V.) (the Offeror) has today launched an offer to holders of its outstanding notes detailed below (the Notes) to tender any and all such Notes for purchase by the Offeror for cash at the Purchase Price, on the terms and subject to the conditions described in the Tender Offer Memorandum dated 23 May 2022 (the Tender Offer Memorandum), including satisfaction or waiver of the New Financing Condition (as defined below) and the “Offer and Distribution Restrictions” below and the related notice of guaranteed delivery (such invitation, the Offer).

The full launch announcement in respect of the Offer, which contains further details about the Offer, is available from the website of the Offeror at 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 the New Notes is to proactively manage the Offeror’s upcoming debt redemption and to optimize its funding costs.

Irrespective of the outcome of the Offer and subject to applicable law, the Offeror intends to continue to consider future optional redemption rights in respect of the Notes that are not tendered and accepted pursuant to the Offer on an economic basis, taking into account the prevailing circumstances at the relevant time including prevailing market conditions, current and future regulatory value, relative funding value of the Notes, rating agency considerations and any regulatory developments.

New Financing Condition

The Offeror has today announced its intention to issue new euro-denominated subordinated (Tier 2) notes (the New Notes), subject to market conditions. The purchase of any Notes by the Offeror pursuant to the Offer is subject to, without limitation, the successful completion (in the sole determination of the Offeror) of the issue of the New Notes (the New Financing Condition).

Priority in allocation of New Notes

A Noteholder that has validly tendered, or indicated its firm intention to tender, its Notes for purchase pursuant to the Offer and wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Offer may, after having made a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Notes), at the sole and absolute discretion of the Offeror, receive priority in the allocation of the New Notes, subject to the issue of the New Notes. When considering allocation of the New Notes, the Offeror intends to give preference to those Noteholders who, prior to such allocation (which may be before the Expiration Deadline), have tendered, or indicated to the Offeror or either of the Dealer Managers their firm intention to tender their Notes and subscribe for New Notes. Any allocation of the New Notes may, subject to the sole and absolute discretion of the Offeror, be less than, equal to or greater than the aggregate principal amount of the Notes tendered or firmly indicated to be tendered.

Source: Athora
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