Ageas successfully places EUR 750 million restricted Tier 1 Notes

Today ageas SA/NV successfully placed subordinated debt securities for an aggregate principal amount of EUR 750 million in the form of Perpetual Subordinated Fixed Rate Resettable Temporary Write-Down Restricted Tier 1 Notes (the "Notes”). The issuance generated substantial interest and was more than 5 times oversubscribed.

The Notes will be issued in denominations of EUR 200,000 with a fixed coupon rate of 3.875% payable annually with reset in June 2030 (no step-up) and every 5 years thereafter. The Notes have no scheduled maturity date and, except in certain limited circumstances, may not be redeemed by ageas SA/NV before the six month period preceding June 2030.

The Notes will qualify as restricted Tier 1 capital for both Ageas Group and ageas SA/NV under European regulatory capital requirements for insurers (Solvency II) and are expected to be rated BBB by Standard & Poor’s and BBB- by Fitch.

Application has been made for the Notes to be listed on the official list and admitted to trading on the regulated market of the Luxembourg Stock Exchange. The Notes are expected to be issued on 10 December 2019.

The net proceeds from the issuance of the Notes will be used for general corporate purposes and to strengthen the regulatory solvency of the Ageas Group and its operating subsidiaries, including by way of replacing regulatory capital that is currently the subject of the grandfathering rules under the Solvency II framework.

Ageas CEO Bart De Smet said: "We are very pleased with the outcome of the placement of this second major debt instrument by Ageas this year. Its success demonstrates that investors are confident about the future of our company and our ability to deliver.”

Ageas is a listed international insurance Group with a heritage spanning almost 200 years. It offers Retail and Business customers Life and Non-Life insurance products designed to suit their specific needs, today and tomorrow. As one of Europe's larger insurance companies, Ageas concentrates its activities in Europe and Asia, which together make up the major part of the global insurance market. It operates successful insurance businesses in Belgium, the UK, France, Portugal, Turkey, China, Malaysia, India, Thailand, Vietnam, Laos, Cambodia, Singapore, and the Philippines through a combination of wholly owned subsidiaries and long term partnerships with strong financial institutions and key distributors. Ageas ranks among the market leaders in the countries in which it operates. It represents a staff force of over 45,000 people and reported annual inflows of over EUR 34 billion in 2018 (all figures at 100%).

Disclaimer

THIS COMMUNICATION IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS PROHIBITED UNDER APPLICABLE LAW.

The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The information contained herein shall not constitute or form part of an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful. ageas SA/NV assumes no responsibility in the event there is a violation by any person of such restrictions.

This press release does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or any other jurisdiction. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered, exercised or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

This communication may only be communicated, or caused to be communicated, to persons in the United Kingdom in circumstances where the provisions of Section 21 of the Financial Services and Markets Act 2000 do not apply to ageas SA/NV and is directed solely at persons in the United Kingdom who (i) have professional experience in matters relating to investments, such persons falling within the definition of "investment professionals” in Article 19(5) of the FSMA (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order or other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons”). This communication is directed only to relevant persons and must not be acted on or relied on by persons who are not relevant persons.

Solely for the purposes of each manufacturer’s product approval processes, the manufacturers have concluded that: (i) the target market for the securities referred to herein is eligible counterparties and professional clients only and (ii) all channels for distribution of the securities referred to herein to eligible counterparties and professional clients are appropriate. No Key Information Document required by the PRIIPs Regulation has been prepared as the securities referred to herein are not available to retail investors in the European Economic Area. No sales of the securities referred to herein may be made to retail investors.

The securities are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any consumer (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended.

The securities referred to herein may be held only by, and transferred only to, eligible investors referred to in Article 4 of the Belgian Royal Decree of 26 May 1994, holding their securities in an exempt securities account that has been opened with a financial institution that is a direct or indirect participant in the securities settlement system operated by the National Bank of Belgium.

This press release is an advertisement and not a prospectus for the purpose of Regulation (EU) 2017/1129. The prospectus relating to the securities referred to herein will (when published) be available at https://www.ageas.com/investors/offering-documents-library.

Attachment

• Pdf version of the press release