a.s.r. issues € 1 billion subordinated 21NC11 Tier 2 notes
ASR Nederland N.V. (a.s.r.) today successfully launched and priced a € 1 billion subordinated Tier 2 capital instrument (“Tier 2 Notes”). The Tier 2 Notes are priced at 430 basis points over the 11 year EUR mid-swap rate, with a fixed rate coupon of 7%. The Tier 2 Notes have a scheduled maturity date in 2043 and are first callable at a.s.r.’s discretion in 2033.
The final orders totalled more than € 6 billion with participation of more than 260 investors, demonstrating the widespread support for a.s.r. from institutional fixed-income investors across Europe.
The Tier 2 Notes offering is intended to partially finance the business combination with Aegon Nederland N.V. ("Aegon") to create a leading insurer in the Netherlands, as announced on 27 October 2022.
The business combination includes all Dutch insurance activities (Life, Pensions and Non-life), the mortgage-origination and servicing operations, the distribution and services entities and the banking business of Aegon. Total consideration amounts to € 4.9 billion and comprises of i) newly issued ordinary shares of a.s.r. to Aegon (29.99% interest in a.s.r. at closing of the business combination) and ii) a cash consideration of € 2.25 billion. The cash consideration is expected to be funded through existing surplus capital, the proceeds of the executed placement of ordinary shares on 28 October 2022, the Tier 2 Notes offered and potential further issuance of various instruments, which may include Solvency II compliant debt instruments, subject to market conditions.
Ewout Hollegien, Chief Financial Officer at a.s.r.: 'Today a.s.r. successfully placed € 1 billion Tier 2 Notes, being more than 6 times oversubscribed. This reflects the strong confidence of the investment community in our company and in the business combination with Aegon. With the combination of the Tier 2 Notes and the recent equity issuance, we have almost completed the external financing needs for the consideration of the business combination. These successful placements demonstrate a.s.r.’s ability to raise capital in a diligent, efficient manner and enhances its track record in equity and hybrid debt markets. We thank our investors for their ongoing support and trust in a.s.r.'
The final offering circular, when published, will be available on https://www.asrnl.com/investor-relations/debt-securities.
UBS AG London Branch ("UBS") acted as Structuring Agent in connection with the Tier 2 Notes offering. ABN AMRO Bank N.V., BNP PARIBAS and HSBC Continental Europe are acting as Joint Bookrunners (together with UBS, the "Joint Bookrunners").
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
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