REG - Hiscox Ltd - Results of its Tender Offer

HiscoxAnnouncement

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RNS Number : 4839M  Hiscox Ltd  12 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, 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 (the United States) OR IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

Hiscox Ltd announces the results of its Tender Offer

 for its Fixed to Floating Rate Callable Subordinated Notes due 2045

12 June 2025.

On 2 June 2025, Hiscox Ltd (the Offeror) announced an invitation to holders of
its outstanding £275,000,000 Fixed to Floating Rate Callable Subordinated
Notes due 2045 (ISIN: XS1323450236) (the Notes) to tender their Notes for
purchase by the Offeror for cash (such invitation, the Offer).

The Offer was made on the terms and subject to the conditions contained in the
tender offer memorandum dated 2 June 2025 (the Tender Offer Memorandum)
prepared by the Offeror including, but not limited to, the New Financing
Condition, and subject to the offer restrictions set out in the Tender Offer
Memorandum. Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Tender Offer Memorandum.

On 4 June 2025, the Offeror announced that, following pricing of its
U.S.$500,000,000 fixed to floating rate callable subordinated notes due 2036
(the New Notes), the Maximum Acceptance Amount was set at U.S.$500,000,000 in
aggregate principal amount of the Notes, such amount to be converted into
sterling at the FX Rate. The FX Rate (being the U.S. dollar / sterling
exchange rate prevailing at or around the Expiration Deadline, as reported on
the Bloomberg BFIX Screen Page) is U.S.$1.00=£0.7387. The Expiration Deadline
for the Offer was 4.00 p.m. (London time) on 11 June 2025.

The New Notes were issued on 11 June 2025. Following such issue, the offering
of the New Notes has been completed and the Offeror therefore announces that
the New Financing Condition has been satisfied.

As at the Expiration Deadline, £261,208,000 in aggregate principal amount of
the Notes was validly tendered for purchase pursuant to the Offer. The Offeror
therefore announces that it has set the Final Acceptance Amount at
£261,208,000 and therefore accepts for purchase all Notes validly tendered
pursuant to the Offer in full, with no pro-rata scaling.

The Offeror will, on the Settlement Date, pay for any Notes accepted for
purchase pursuant to the Offer a purchase price for such Notes equal to 100.55
per cent. of the principal amount of such Notes. The Offeror will also pay an
Accrued Interest Payment in respect of such Notes. The Settlement Date for the
Offer is expected to be 13 June 2025.

Notes purchased by the Offeror pursuant to the Offer are expected to be
cancelled. Following such cancellation, £13,792,000 in aggregate principal
amount of the Notes will remain outstanding.

Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention:
Liability Management Group; Email: liabilitymanagement.europe@citi.com), HSBC
Bank plc (Telephone: +44 20 7992 6237; Attention: Liability Management, DCM;
Email: LM_EMEA@hsbc.com), ING Bank N.V. (Telephone: +44 20 7767 6784;
Attention: Liability Management Team; Email: liability.management@ing.com) and
Lloyds Bank Corporate Markets plc (Telephone: +44 20 7158 3939/1726;
Attention: Liability Management; Email:
LBCMLiabilityManagement@lloydsbanking.com) are acting as Dealer Managers for
the Offer.

Citibank, N.A., London Branch (Telephone: +44 20 7508 3867; Attention:
Exchange Team; Email: citiexchanges@citi.com) is acting as Tender Agent for
the Offer.

This announcement is made by Hiscox Ltd and contains information that
qualified or may have qualified as inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK
domestic law by virtue of the EUWA (UK MAR), encompassing information relating
to the Offer described above. For the purposes of UK MAR and the Implementing
Technical Standards, this announcement is made by Marc Wetherhill, Group
Company Secretary and General Counsel at Hiscox Ltd.

LEI: 5493007JXOLJ0QCY2D70

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. The Offer has now expired and no offer or invitation to acquire
any securities is being made pursuant to this announcement. The distribution
of this announcement and the Tender Offer Memorandum in certain jurisdictions
may be restricted by law. Persons into whose possession this announcement
and/or the Tender Offer Memorandum comes are required by each of the Offeror,
the Dealer Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.

 

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