2013-03-21 17:51:57 -
Ageas welcomes changes in its hybrid debt composition and their positive impact
towards resolution of certain legacy issues.
Background hybrid debt
Ageas Hybrid Financing S.A. ("AHF"), a financing vehicle owned by Ageas SA/NV,
* EUR 500 million 5.125% perpetual securities in 2006 (the "Hybrone
* USD 750 million 8.25% perpetual securities in 2008 (the "NITSH I
* EUR 625 million 8% perpetual securities in 2008 (the "NITSH II securities"),
each supported and guaranteed on a subordinated basis by ageas SA/NV (formerly
Fortis N.V. and Fortis SA/NV).
Successful placement of new hybrid debt by AG Insurance
AG Insurance SA/NV ("AGI"), a 75% subsidiary of ageas SA/NV, successfully placed
and issued new perpetual subordinated notes on 21 March 2013
in an amount of USD
550 million at an interest rate of 6.75%, to be reset every 6 years from the
date of issue.
AGI will use the proceeds of the new perpetual subordinated notes to (i) call
the EUR 250 million NITSH II on-loan from AHF and (ii) redeem EUR 163.6 million
nominal (at 91% of par value) of the Hybrone on-loan from AHF.
AHF to call all NITSH II securities at first call date
The call notice on the EUR 250 million NITSH II on-loan that AGI sent to AHF,
combined with a call notice on the EUR 375 million NITSH II on-loan received
from BNP Paribas Fortis SA/NV (formerly Fortis Bank SA/NV) ("BNP Paribas
Fortis"), allows AHF in turn to notify the holders of the NITSH II securities of
its call and redemption of all the NITSH II securities outstanding at their
first call date on 3 June 2013.
AHF accepted all tendered Hybrone securities
Due to the early redemption by AGI of EUR 163.6 million of the EUR 500 million
Hybrone on-loan, AHF was also able to accept all tendered Hybrone securities
through the tender offer launched by AHF on 6 March 2013. The cash tender offer
was executed at a purchase price of 91.0% of the nominal amount of the Hybrone
securities. The capital gain on this transaction will be recorded by AGI in the
first quarter of 2013. After the settlement of the tender offer, EUR 336.4
million of the Hybrone securities will remain outstanding.
Ageas welcomes the newly issued hybrid debt by AG Insurance as well as the
tender offer and call by AHF for various reasons:
* The credit exposure to BNP Paribas Fortis reduces
As result of the break-up of Fortis in 2009, AHF has a EUR 375 million and USD
750 million credit exposure in subordinated format to BNP Paribas Fortis. The
call by BNP Paribas Fortis of the EUR 375 million on-loan reduces Ageas' credit
exposure to BNP Paribas Fortis.
AHF continues to have a USD 750 million subordinated exposure to BNP Paribas
Fortis as a result of the on-lending by AHF of the proceeds of the NITSH I
securities. These securities have a first call date on 27 August 2013. AHF will
confirm the status of this exposure to the market in due course while notifying
the holders of the NITSH I securities of its intentions with regard to a
potential call of the NITSH I securities.
* The guarantees granted on AHF hybrid debt reduce
The guarantees granted by Ageas on the AHF hybrid debt reduce significantly.
* Lower financing costs
The new hybrid perpetual subordinated notes issued by AG Insurance carry an
interest rate of 6.75%, lower than the 8% rate that was applicable on the
NITSH II securities.
* Increased transparency
The replacement of hybrid securities issued by AHF with mixed exposure to
AG Insurance and BNP Paribas Fortis by hybrid securities directly issued by
AG Insurance creates greater transparency.
* Hybrid capital will likely be more Solvency II compliant
The new subordinated perpetual notes issued by AG Insurance are expected
to be Solvency II compliant.
Ageas is an international insurance group with a heritage spanning more than
180 years. Ranked among the top 20 insurance companies in Europe, Ageas has
chosen to concentrate its business activities in Europe and Asia, which together
make up the largest share of the global insurance market. These are grouped
around four segments: Belgium, United Kingdom, Continental Europe and Asia and
served through a combination of wholly owned subsidiaries and partnerships with
strong financial institutions and key distributors around the world. Ageas
operates successful partnerships in Belgium, UK, Luxembourg, Italy, Portugal,
Turkey, China, Malaysia, India and Thailand and has subsidiaries in France, Hong
Kong and UK. Ageas is the market leader in Belgium for individual life and
employee benefits, as well as a leading non-life player through AG Insurance. In
the UK, Ageas has a strong presence as the fourth largest player in private car
insurance and the over 50's market. Ageas employs more than 13,000 people and
has annual inflows of more than EUR 21 billion.
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