Zurich Announces the Successful Placement of EUR 788 Million of Dated Subordinated Notes


WEBWIRE – Tuesday, February 26, 2013

Zurich, – Zurich Insurance Group (Zurich) today announced the successful placement of dated subordinated notes (the “Notes”) in an amount of EUR 788 million. The Notes will mature in October 2043 and are first callable in October 2023. The transaction was primarily targeted at European institutional investors.

The Notes will be issued by Zurich Insurance Company Ltd to a repackaging vehicle (Aquarius + Investments plc, Dublin). The repackaging vehicle in turn issues notes to investors that are secured by the Notes. The annual coupon is fixed at 4.25% until the first call date. Thereafter, the holders of the Notes will receive a floating coupon.

Simultaneously with the new issuance investors who held the Zurich Finance (USA), Inc. EUR 500 million dated subordinated notes due 2025 were offered to switch part or all of their holdings for the Notes. The total nominal amount of the 2025 notes switched was EUR 82 million for which those investors received EUR 88 million of the Notes which reflects the offered switch price.

The Notes are expected to be treated as capital from a regulatory and rating agency perspective to the extent permissible. The transaction has been conducted for general corporate purposes and to address refinancing needs in 2013.

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Zurich Insurance Group (Zurich) is a leading multi-line insurance provider with a global network of subsidiaries and offices in Europe, North America, Latin America, Asia-Pacific and the Middle East as well as other markets. It offers a wide range of general insurance and life insurance products and services for individuals, small businesses, mid-sized and large companies as well as multinational corporations. Zurich employs about 60,000 people serving customers in more than 170 countries. The Group, formerly known as Zurich Financial Services Group, is headquartered in Zurich, Switzerland, where it was founded in 1872. The holding company, Zurich Insurance Group Ltd (ZURN), is listed on the SIX Swiss Exchange and has a level I American Depositary Receipt (ZURVY) program which is traded over-the-counter on OTCQX. Further information about Zurich is available at www.zurich.com.

General Notice

This news release appears as a matter of record only, and all of the above-referenced Notes have been placed. This announcement constitutes neither an offer to sell nor a solicitation to buy or to subscribe any of the Notes or any other securities of Zurich Insurance Group Ltd, Zurich Insurance Company Ltd or Aquarius + Investments plc, Dublin. Investors should make their decision to buy or to subscribe to Notes issued by Zurich Insurance Company Ltd or Aquarius + Investments plc solely based on the official listing prospectus which will be published by Aquarius + Investments plc. This news release does not constitute an offer to, or an invitation to participate in, the switch of the 2015 notes issued by Zurich Finance (USA), Inc., and offers to switch the 2015 notes will not be accepted from holders in any circumstances in which such invitation or solicitation is unlawful.

This news release does neither constitute (i) an offering prospectus within the meaning of Art. 1156 of the Swiss Code of Obligations, (ii) nor a listing prospectus within the meaning of the SIX Swiss Exchange Listing Rules, (iii) nor a prospectus or a supplementary prospectus pursuant to the EC Directive 2003/71/EC of the European Parliament and of the Council dated November 4, 2003, as amended (the “EC Prospectus Directive”).

No action has been or will be taken in any member state of the European Economic Area which has implemented the EC Prospectus Directive (each a “Relevant Member State”) to permit a public offering of the notes, or the distribution of a prospectus or any other offering material relating to the notes in compliance with the EC Prospectus Directive in any Relevant Member State.

This news release is only addressed to, and is only directed at, qualified investors in any member state of the European Economic Area within the meaning of the EC Prospectus Directive (“qualified investors”).

This news release is directed only at persons who are qualified investors and who (i) have professional experience in matters relating to investments falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or (ii) are persons falling within Article 49 (2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or to whom it may otherwise lawfully be communicated (all such persons together being referred to as relevant persons).

This news release is only directed at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

THIS NEWS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN AND IS NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

THIS ISSUANCE OF THE SECURITIES REFERENCED HEREIN IS NOT MADE IN THE UNITED STATES OR TO U.S. PERSONS AND MAY BE ACCEPTED ONLY BY NON-U.S. PERSONS AND OUTSIDE THE UNITED STATES. OFFERING MATERIALS WITH RESPECT TO THIS ISSUANCE MAY NOT BE DISTRIBUTED IN OR SENT TO THE UNITED STATES AND MAY NOT BE USED FOR THE PURPOSE OF SOLICITATION OF AN OFFER TO PURCHASE OR SELL ANY SECURITIES IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONTAIN OR CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES REFERENCED HEREIN IN THE UNITED STATES. THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN AND ARE NOT INTENDED TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT“), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.

This issuance of Notes is not made in Japan and may be accepted only outside Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan. Accordingly, this announcement constitutes neither an offer to sell nor a solicitation to buy any of the Notes or any other securities of Zurich Insurance Group Ltd., Zurich Insurance Company Ltd or Aquarius + Investments plc, Dublin, directly or indirectly, in Japan or to, or for the benefit of, any Japanese Person or to others for reoffering or resale, directly or indirectly, in Japan or to any Japanese Person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For the purposes of this paragraph “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organised under the laws of Japan.



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