XL Group Ltd - Tender Offer Launch Announcement

HAMILTON, Bermuda, March 6, 2023 /PRNewswire/ --  

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

XL GROUP LTD ANNOUNCES A TENDER OFFER TO PURCHASE ITS USD 500,000,000 5.500% SUBORDINATED NOTES DUE 2045 (CUSIP: 98420EAD7 and ISIN: US98420EAD76) FOR CASH

XL Group Ltd (the "Offeror" or the "Company") has today launched its invitation to holders of its USD 500,000,000 5.500% Subordinated Notes due 2045 (CUSIP: 98420EAD7 and ISIN: US98420EAD76) (the "Notes") to tender such Notes for purchase by the Offeror 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 6 March 2023 (the "Tender Offer Memorandum") and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to offer restrictions) available from D.F. King (the "Tender Agent") on their website https://sites.dfkingltd.com/XLGroup. Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum. In the event of discrepancies between this announcement and the provisions in the Tender Offer Memorandum, the Tender Offer Memorandum will prevail.

Summary of the Offer

THE OFFER COMMENCES ON 6 MARCH 2023 AND WILL EXPIRE AT 5:00 P.M. (NEW YORK CITY TIME) ON 10 MARCH 2023 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, RE­OPENED, WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE OFFEROR AS PROVIDED IN THE TENDER OFFER MEMORANDUM. TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY BE WITHDRAWN AT ANY TIME AT OR BEFORE THE EXPIRATION DEADLINE, BUT NOT THEREAFTER, EXCEPT AS REQUIRED BY APPLICABLE LAW.

Custodians, Direct Participants and Clearing Systems will have deadlines for receiving instructions prior to the Expiration Deadline and holders of Notes ("Holders" and each a "Holder") should contact the Intermediary through which they hold their Notes as soon as possible to ensure proper and timely delivery of instructions.

Purpose of the Offer

The Offer is being made as part of the AXA Group's (AXA SA's and its subsidiaries') active management of its debt structure.

On 12 September 2018 AXA completed the acquisition of the Company. Following completion, on 4 October 2018 the Notes were delisted from the New York Stock Exchange and a notice of termination of the Company's registration under Section 12(b) of the Securities Exchange Act of 1934 was given in respect of the Notes, amongst other securities of the Company, resulting in the Notes being deregistered. In addition, since completion of the acquisition the Company has not issued any further debt securities. In this context, the Offer provides investors with a liquidity opportunity in order to sell any and all of their Notes.

Notes purchased by the Offeror pursuant to the Offer will be cancelled and will not be re­issued or re-sold. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Tender Offer Settlement Date (as set out below) in accordance with their terms.

Purchase Price

Subject to the Minimum Denomination in respect of the Notes, the purchase price in respect of the Notes validly tendered and accepted for purchase will be an amount per USD 1,000 in principal amount of the Notes (rounded to the nearest USD 0.01 with half a cent rounded upwards), determined at or around the Pricing Time on the Pricing Date by reference to a yield equal to the sum of (i) the Fixed Spread and (ii) the Reference Yield, calculated in accordance with the pricing formula set out in Appendix B of the Tender Offer Memorandum. Specifically, the Purchase Price will equal (i) the value of all remaining payments of principal and interest on the Notes up to and including the scheduled maturity of the Notes, discounted to the Settlement Date, at a discount rate equal to the Repurchase Yield, minus (ii) any Accrued Interest.

Accrued Interest

The Offeror will pay accrued and unpaid interest in respect of all Notes validly tendered and delivered and accepted for purchase by the Offeror pursuant to the Offer, from and including the interest payment date for the Notes immediately preceding the Settlement Date to but excluding the Settlement Date, determined in accordance with the terms and conditions of the Notes. For avoidance of doubt, Holders whose Notes are tendered and accepted for purchase which are the subject of a Notice of Guaranteed Delivery will not receive payment in respect of any interest for the period from and including the Settlement Date to the Guaranteed Delivery Settlement Date.

Amount subject to the Offer

If the Offeror accepts any Notes for purchase pursuant to the Offer, the Offeror proposes to accept all of the validly tendered Notes for purchase on the terms and conditions contained in the Tender Offer Memorandum.

Purchase Consideration

The total consideration payable to each Holder in respect of Notes validly tendered and accepted for purchase by the Offeror will be an amount equal to (i) the Purchase Price for such Notes (rounded, if necessary, to the nearest USD 0.01 with half a cent rounded upwards) and (ii) the Accrued Interest Payment in respect of such Notes.

No Obligation to Accept for Purchase Notes Tendered

The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason, subject to applicable laws and regulations.

Amendment and Termination

Subject to applicable laws and regulations, the Offeror reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer at any time following the announcement of the Offer, as described in the Tender Offer Memorandum. Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Holders as soon as possible after such decision.

Summary of Action to be Taken

To tender Notes in the Offer, a Holder should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received in each case by the Tender Agent by the Expiration Deadline.

Tender Instructions must be submitted in respect of a principal amount of Notes of no less than the Minimum Denomination, and may be submitted in integral multiples of USD 1,000 thereafter.

Holders are advised to check with any bank, securities broker or other Intermediary through which they hold Notes when such Intermediary would require to receive instructions from a Holder in order for that Holder to be able to participate in, or revoke their instruction to participate in, the Offer before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such Intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Further Information

Any questions or requests for assistance in connection with the Offer and the Tender Offer Memorandum may be directed to the Dealer Manager and any questions or requests for assistance in connection with the delivery of Tender Instructions or requests for additional copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Tender Agent, in each case at the telephone number or e-mail address provided below.

Before making a decision with respect to the Offer, Holders should carefully consider all of the information in the Tender Offer Memorandum.

Indicative Timetable

Please refer to the Tender Offer Memorandum for full details of the timetable for the Offer. Announcements will be made by (i) the issue of a press release to a Notifying News Service and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent, the contact details for whom are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems, and Holders are urged to contact the Tender Agent for the relevant announcements relating to the Offer.

Offer and Distribution Restrictions

Belgium

None of the Tender Offer Memorandum, this announcement nor any other documents or materials relating to the Offer have been or will be notified to, and none of the Tender Offer Memorandum, this announcement nor any other documents or materials relating to the Offer have been or will be submitted for approval by, the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des Services et Marchés Financiers). The Offer may therefore not be made in Belgium by way of a public takeover bid (openbaar overnamebod/offre publique d'acquisition) as defined in Article 3 of the Belgian law of April 1, 2007 on public takeover bids, as amended (the "Belgian Takeover Law"), save in those circumstances where a private placement exemption is available.

The Offer is conducted exclusively under applicable private offer exemptions. The Offer may therefore not be advertised and the Offer will not be extended, and none of the Tender Offer Memorandum, this announcement nor any other documents or materials relating to the Offer have been or will be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 or (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law and, in each case, provided that any such person does not qualify as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time.

The Tender Offer Memorandum and this announcement have been issued for the personal use of the above-mentioned qualified investors only and exclusively for the purpose of the Offer. Accordingly, the information contained in the Tender Offer Memorandum and this announcement may not be used for any other purpose nor may it be disclosed to any other person in Belgium.

United Kingdom

The communication of the Tender Offer Memorandum, this announcement and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (together, "relevant persons"). Any investment or investment activity to which the Tender Offer Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons (and is subject to other restrictions referred to in the Financial Promotion Order).

France

The Tender Offer Memorandum, this announcement and any other document or material relating to the Offer have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Italy

None of the Offer, the Tender Offer Memorandum, this announcement or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to applicable Italian laws and regulations.

The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders, or beneficial owners of the Notes that are located or resident in Italy, can tender some or all of their Notes pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

General

None of the Offeror, the Dealer Manager or the Tender Agent makes any recommendation as to whether or not Holders should participate in the Offer and any Holder who is unsure of what action to take in respect of the Offer should consult their own professional advisers. Neither the Dealer Manager nor the Tender Agent accepts any responsibility for the contents of this announcement or the Tender Offer Memorandum.

None of the Tender Offer Memorandum, this announcement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Holders) 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 the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the section entitled "Procedures for Participating in the Offer" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted.

Each of the Offeror, the Dealer Manager and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender or submission may be rejected.

IMPORTANT NOTICE

This announcement is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security (including the Notes). No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offer is only being made pursuant to the Tender Offer Memorandum. Holders are urged to carefully read the Tender Offer Memorandum before making any decision with respect to the Offer.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Offeror, the Dealer Manager and the Tender Agent to inform themselves about and to observe any such restrictions.

This announcement does not constitute an invitation to participate in the Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement and of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Statements that are not historical facts, including statements about the Company's beliefs, plans or expectations, are forward-looking statements.  These statements are based on current plans, estimates and expectations, all of which involve risk and uncertainty.  Statements that include the words "expect," "estimate," "intend," "plan," "believe," "project," "anticipate," "may," "could," "would," "look" or similar statements of a future or forward-looking nature identify forward-looking statements.  The Company does not undertake any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

About AXA XL

AXA XL provides insurance and risk management products and services for mid-sized companies through to large multinationals, and reinsurance solutions to insurance companies globally. We partner with those who move the world forward. To learn more, visit www.axaxl.com

XL Group Ltd, the direct subsidiary of AXA S.A., comprises the AXA XL division of the AXA Group.  Through its subsidiaries, it is a global insurance and reinsurance conglomerate providing property, casualty and specialty products to industrial, commercial and professional firms, insurance companies and other enterprises throughout the world. To learn more, visit www.axaxl.com

SOURCE XL Group Ltd

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