Crédit Agricole Assurances successfully places a €1 billion issue of Subordinated Notes
Crédit Agricole Assurances has announced today the successful placement of a €1 billion issue of 10-year Subordinated Notes (the “Notes”).
The Notes will bear a fixed interest rate of 1.500% pa until the maturity date in 2031.
The transaction has been structured for the notes to be eligible as Tier 2 capital under Solvency II. The prospectus for the issue includes a full description of the terms and conditions of the Notes.
Placed with more than 90 institutional investors mainly in Europe, the notes benefited from a high granularity and high quality of orders combined, with a €1.8bn peak. This performance reflects the strong resilience of Crédit Agricole Assurance, the adequacy of the offer and the appetite of investors for the Credit Agricole Group, even in a more challenging trading session.
This issue enables Crédit Agricole Assurances to optimise and extend its debt maturity profile while taking advantage of supportive market conditions to redeem early internal subordinated debt instruments subscribed by Crédit Agricole S.A.
This issue thus follows on from those previously carried out in 2014, 2015, 2018 and 2020, which enabled Crédit Agricole Assurances to finance in particular the early repayment of subordinated debt subscribed by Crédit Agricole Group.
At the Crédit Agricole Group level, the purposes of this issue are to improve regulatory solvency ratios and Standard & Poor’s ratios of Crédit Agricole S.A.
Crédit Agricole Assurances is rated A-/stable outlook by Standard & Poor’s. The Notes are rated BBB by Standard & Poor’s.
The settlement of the Notes takes place on 6th October 2021.
The issue prospectus, which was granted approval no. 21-434 on 4th October 2021 by the Autorité des Marchés Financiers (the “AMF”), is available free of charge on the issuer’s website (www.ca-assurances.com/en/Investors) and on the AMF website (www.amf-france.org) (www.amf-france.org).
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 Regulation (EU) 2017/1129 of the European Parliament and of the Council dated 14 June 2017 (as amended, the “Prospectus Regulation”). The distribution of this press release may be subject to specific regulations in certain countries. Persons in possession of this document are required to inform themselves of any such local restrictions and to comply with them. Crédit Agricole Assurances does not accept any liability to any person in connection with the distribution of this press release or the information contained herein in any country.
European Economic Area
The Notes may not be and have not been offered to the public in any member state of the European Economic Area (“EEA”) (each, a “Member State”), except under the exemptions provided by Article 1(4) of the Prospectus Regulation. No action has been or will be taken to allow a public offering of the Notes requiring the publication of a prospectus in any Member State.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be, and have not been, offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) No 2016/97 dated 20 January 2016 on insurance distribution (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared.
MiFID II product governance / target market – The Prospectus in respect of the Notes will include a legend entitled “MiFID II Product Governance” which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a “Distributor”) should take into consideration the target market assessment; a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.
This selling restriction supplements the other selling restrictions applicable in each Member State.
This press release is only directed at (i) persons who are not located in the United Kingdom (“UK”), (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.
UK PRIIPs – IMPORTANT – UK RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. No key information document under Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA is available.
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.
Crédit Agricole Assurances, France’s largest insurance Group, unites together Crédit Agricole’s insurance subsidiaries. The Group offers a range of savings, retirement, health, personal protection and property insurance products and services. They are distributed by the Crédit Agricole’s banks in France and in nine other countries around the world by financial advisers and multi-line insurance agents. The Crédit Agricole Assurances companies serve individuals, professionals, farmers and businesses. Crédit Agricole Assurances has 5,100 employees. Its premium income at the end of 2020 amounted to €29.4 billion (IFRS). www.ca-assurances.com