SCOR announces the launch of a cash tender offer and its intention to issue new subordinated notes
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS PRESS RELEASE.
Press release
27 May 2026 - N° 9
SCOR announces the launch of a cash tender offer and its
intention to issue new subordinated notes
SCOR SE (the “Company”) announces the launch of a cash tender offer (the “Tender Offer”) to purchase its EUR 250,000,000 Fixed to Reset Rate Subordinated Notes due 5 June 2047 (ISIN: FR0012770063), issued on 5 June 2015, with a first call date on 5 June 2027 (of which EUR 250,000,000 are currently outstanding) (the “2047 Notes”) and its EUR 500,000,000 Fixed to Reset Rate Subordinated Notes due 27 May 2048 (ISIN: FR0013179314), issued on 27 May 2016, with a first call date on 27 May 2028 (of which EUR 500,000,000 are currently outstanding) (the “2048 Notes” and, together with the 2047 Notes, the “Existing Notes”). The Existing Notes are admitted to trading on the regulated market of the Luxembourg Stock Exchange.
Simultaneously, the Company announces its intention to issue, subject to market conditions, new Euro-Fixed to Floating Rate Subordinated Notes, eligible as Tier 2 regulatory capital under Solvency II (the “New Notes”). The net proceeds of the issue of the New Notes will be used for general corporate purposes of the Group, including to finance the Tender Offer.
The Tender Offer is conditional upon the successful completion, in the Company’s sole determination, of the issue of the New Notes, and is capped at a maximum acceptance amount equal to the aggregate principal amount of the New Notes, such amount being subject to the right of the Company to increase or decrease it at its sole and absolute discretion.
In addition, pursuant to the Tender Offer, any and all of the 2047 Notes shall be accepted in priority and, subsequently, the Company intends to accept the 2048 Notes up to a maximum acceptance amount equal to the difference between (i) the aggregate principal amount of the New Notes and (ii) the aggregate principal amount of the 2047 Notes validly tendered and accepted for purchase by the Company, such amount being subject to the right of the Company to increase or decrease it at its sole and absolute discretion.
A mechanism of priority allocation in the New Notes may be applied, at the sole and absolute discretion of the Company, for holders of the Existing Notes who participate in the Tender Offer and wish to subscribe for the New Notes.
The Tender Offer will begin on 27 May 2026 and will end on 3 June 2026 at 4:00 p.m. (Paris time). The results of the Tender Offer will be announced as soon as reasonably practicable after the expiration of the Tender Offer.
The terms and conditions of the Tender Offer are further described in the Tender Offer Memorandum dated 27 May 2026.
The Tender Offer and the intended issuance of the New Notes are part of the Company's proactive management of its financing structure.
*
* *
|
SCOR, a leading global reinsurer As a leading global reinsurer, SCOR offers its clients a diversified and innovative range of reinsurance and insurance solutions and services to control and manage risk. Applying “The Art & Science of Risk”, SCOR uses its industry-recognized expertise and cutting-edge financial solutions to serve its clients and contribute to the welfare and resilience of society. The Group generated gross insurance revenue of EUR 15.4 billion in 2025 and serves clients in more than 150 countries from its 35+ offices worldwide. For more information, visit: www.scor.com |
Media Relations Alexandre Garcia media@scor.com Investor Relations Thomas Fossard InvestorRelations@scor.com Follow us on LinkedIn |
|
All content published by the SCOR group since 1 January 2024, is certified with Wiztrust. You can check the authenticity of this content at wiztrust.com. |
Forward-looking statements
This press release includes forward-looking statements, assumptions, and information about SCOR’s financial condition, results, business, strategy, plans and objectives, including in relation to SCOR’s current or future projects.
These statements are sometimes identified by the use of the future tense or conditional mode, or terms such as “estimate”, “believe”, “anticipate”, “expect”, “have the objective”, “intend to”, “plan”, “result in”, “should” and other similar expressions.
It should be noted that the achievement of these objectives, forward-looking statements, assumptions and information is dependent on circumstances and facts that may or may not arise in the future.
No guarantee can be given regarding the achievement of these forward-looking statements, assumptions and information. These forward-looking statements, assumptions and information are not guarantees of future performance. Forward-looking statements, assumptions and information (including on objectives) may be impacted by known or unknown risks, identified or unidentified uncertainties and other factors that may significantly alter the future results, performance and accomplishments planned or expected by SCOR.
In particular, it should be noted that the full impact of the economical and geopolitical risks on SCOR’s business and results cannot be accurately assessed.
Therefore, any assessments, any assumptions and, more generally, any figures presented in this press release will necessarily be estimates based on evolving analyses, and encompass a wide range of theoretical hypotheses, which are highly evolutive.
Information regarding risks and uncertainties that may affect SCOR’s business is set forth in the 2025 Universal Registration Document filed on 13 March 2026 under number D.26-0090 with the French Autorité des marchés financiers (AMF) posted on SCOR’s website www.scor.com and on the AMF’s website www.amf-france.org.
In addition, such forward-looking statements, assumptions and information are not “profit forecasts” within the meaning of Article 1 of Commission Delegated Regulation (EU) 2019/980.
SCOR has no intention and does not undertake to complete, update, revise or change these forward-looking statements, assumptions and information, whether as a result of new information, future events or otherwise.
Restrictions relating to the issue of the New Notes and the Tender Offer
This press release is for informational purposes only and does not constitute an invitation to participate in the Tender Offer or to subscribe for the New Notes or an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale in or from any jurisdiction in which, or to or from any person to or from whom, such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The distribution, publication or release of this press release or any information contained therein or relating thereto may be prohibited by law in certain jurisdictions. Persons into whose possession this press release or information comes are required to inform themselves of and to observe these restrictions. Non-compliance with these restrictions may result in the violation of legal restrictions in such jurisdictions. The Company does not accept any liability to any person in relation to the distribution of such press release or information in any jurisdiction.
This press release does not constitute a recommendation concerning any issue or tender of securities. Potential investors should consult a professional adviser as to the suitability of the New Notes referred to herein for the person concerned and are urged to read and refer exclusively to the Tender Offer Memorandum dated 27 May 2026, before making a decision in order to fully understand the potential risks and rewards associated with the decision to tender their Existing Notes to the Tender Offer.
This press release and the information it contains may not be published, released, forwarded, transmitted or distributed, directly or indirectly, in or into the United States (including its territories and dependencies) or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933) or any person located or resident in the United States.
This press release is an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 of 14 June 2017 (as amended, the “Prospectus Regulation”) and Delegated Regulation (EU) 2019/979 of 14 March 2019, as amended. Investors in the European Economic Area (“EEA”) who wish to obtain information on the terms and conditions of the New Notes, and determine whether or not they may, and wish to, subscribe thereto are urged to read, and refer exclusively to, the prospectus to be submitted by the Company for approval to the Luxembourg Financial Markets Authority (Commission de Surveillance du Secteur Financier) (the “CSSF”), before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in these securities. Such prospectus will be published on the Company’s website (www.scor.com) and on the website of the Luxembourg Stock Exchange (www.luxse.com). The approval of this prospectus by the CSSF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market. The New Notes referred to herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to, and no action has been or will be undertaken to offer, sell or otherwise make available any New Notes, to any retail investor in the EEA. For the purposes of this provision: (a) “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the New Notes to be offered so as to enable an investor to decide to purchase or subscribe for the New Notes, as applicable. Consequently no key information document required by Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes, or otherwise making them available, to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This press release is not a prospectus within the meaning of the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”) and has not been approved, filed or reviewed by any regulatory authority of the United Kingdom (“UK”). This press release has not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this press release is not being distributed to, and must not be passed on to, the general public in the UK. The communication of this press release is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (1) investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “FPO”), (2) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the FPO, and (3) persons outside the UK (together being referred to as “relevant persons”), and must not be acted on or relied upon by persons other than relevant persons. Any investment activity referred to in this press release is available only to relevant persons and will be engaged in only with relevant persons.
The New Notes referred to herein are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to, and no action has been or will be undertaken to offer, sell, distribute or otherwise make available any New Notes, to any retail investor in the UK. For the purposes of this provision a “retail investor” means a person who is one (or both) of the following: (i) not 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 European Union (Withdrawal) Act 2018; or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs. Consequently no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
Attachment
Legal Disclaimer:
EIN Presswire provides this news content "as is" without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. If you have any complaints or copyright issues related to this article, kindly contact the author above.
