REG - Hiscox Ltd - Tender Offer

HiscoxAnnouncement

04/06/2025 08:00

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RNS Number : 3750L  Hiscox Ltd  04 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 U.S. dollar Maximum Acceptance Amount for its Tender
Offer

 for its Fixed to Floating Rate Callable Subordinated Notes due 2045

4 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 Offeror now announces the Maximum Acceptance Amount (expressed in U.S.
dollars) for the Offer.

The Offer is being 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 is subject to the offer restrictions set out below and as more
fully described 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.

Following the pricing by the Offeror of its U.S.$500,000,000 fixed to floating
rate callable subordinated notes due 2036 (the New Notes), the Maximum
Acceptance Amount (being the maximum aggregate principal amount of Notes the
Offeror proposes (subject to the satisfaction or waiver of the New Financing
Condition on or prior to the Settlement Date) to accept for purchase pursuant
to the Offer), expressed in U.S. dollars, has been set by the Offeror at
U.S.$500,000,000 in aggregate principal amount of the Notes. Such amount will
be converted into sterling at the FX Rate. For these purposes, FX Rate means
the U.S. dollar / sterling exchange rate prevailing at or around the
Expiration Deadline, as reported on the Bloomberg BFIX Screen Page. The
Offeror reserves the right, in its sole discretion, to accept significantly
more or significantly less than (or none of) such amount of Notes for purchase
pursuant to the Offer.

The Offeror will announce whether it will accept (subject to the satisfaction
(or waiver) of the New Financing Condition on or prior to the Settlement Date)
valid tenders of Notes pursuant to the Offer and, if so accepted, the FX Rate,
the Final Acceptance Amount and (if applicable) the Scaling Factor that will
be applied to valid tenders of Notes as soon as reasonably practicable on 12
June 2025.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for, participating in the Offer.
Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender Agent as set out below.

Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers.

 DEALER MANAGERS
 Citigroup Global Markets Limited                                            HSBC Bank plc

 Citigroup Centre                                                            8 Canada Square

 Canada Square                                                               London E14 5HQ

 Canary Wharf                                                                United Kingdom

 London E14 5LB

 United Kingdom                                                              Telephone: +44 20 7992 6237

                                                                             Attention: Liability Management, DCM

 Telephone: +44 20 7986 8969                                                 Email: LM_EMEA@hsbc.com (mailto:LM_EMEA@hsbc.com)

 Attention: Liability Management Group

 Email: liabilitymanagement.europe@citi.com
 (mailto:liabilitymanagement.europe@citi.com)
 ING Bank N.V.                                                               Lloyds Bank Corporate Markets plc

 Bijlmerdreef 109                                                            33 Old Broad Street

London EC2N 1HZ
 1102 BW Amsterdam

                                                                           United Kingdom
 The Netherlands

                                                                           Telephone: +44 20 7158 3939/1726
 Telephone: +44 20 7767 6784

                                                                           Attention: Liability Management
 Attention:  Liability Management Team
Email: LBCMLiabilityManagement@lloydsbanking.com

Email: liability.management@ing.com (mailto:liability.management@ing.com)  (mailto:LBCMLiabilityManagement@lloydsbanking.com)

Questions and requests for assistance in connection with the delivery of
Tender Instructions may be directed to the Tender Agent.

 TENDER AGENT
 Citibank, N.A., London Branch

 Citigroup Centre

 Canada Square

 Canary Wharf

 London E14 5LB

 United Kingdom

 Telephone: +44 20 7508 3867

 Attention: Exchange Team

 Email: citiexchanges@citi.com (mailto:citiexchanges@citi.com)

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. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer.  If any Noteholder is in any doubt as to the
contents of the Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial advice, including in respect of any tax
consequences, from its broker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser.  Any individual or company whose
Notes are held on its behalf by a broker, dealer, bank, custodian, clearing
system, trust company or other nominee must contact such entity if it wishes
to tender such Notes pursuant to the Offer. None of the Offeror, the Dealer
Managers or the Tender Agent or any of their respective directors, employees
or affiliates makes any recommendation whether Noteholders should tender Notes
pursuant to the Offer.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or for there to
be such participation under applicable securities laws. The distribution of
this announcement and/or the Tender Offer Memorandum in certain jurisdictions
may be restricted by law.  Persons into whose possession this announcement
and/or the Tender Offer Memorandum come(s) are required by each of the
Offeror, the Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions. Nothing in this announcement nor the
Tender Offer Memorandum constitutes an offer to buy or a solicitation of an
offer to sell the Notes (and tenders of Notes in the Offer will not be
accepted from any Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer
and any Dealer Manager or any of the Dealer Managers' respective affiliates is
such a licensed broker or dealer in any such jurisdiction, the Offer shall be
deemed to be made by such Dealer Manager or such affiliate, as the case may
be, on behalf of the Offeror in such jurisdiction in accordance with
applicable laws and regulations.

No action has been or will be taken in any jurisdiction in relation to the New
Notes that would permit a public offering of securities. The minimum
denomination of the New Notes will be U.S.$200,000.

United States

The Offer is not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States.  This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication.  The Notes may not be tendered
in the Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the United
States.  Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer are not
being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to any
persons located or resident in the United States.  Any purported tender of
Notes in the Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made by a
person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. persons (as defined in
Regulation S of the Securities Act) (each a U.S. Person). Securities may not
be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act.  The New
Notes have not been, and will not be, registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold or delivered, directly or indirectly, in the
United States or to, or for the account or benefit of, U.S. Persons.

Each Noteholder participating in the Offer will represent that it is not
located in the United States and is not participating in the Offer from the
United States, or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate
in the Offer from the United States. For the purposes of this and the above
two paragraphs, United States means 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 of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer is not being made, and such
documents and/or materials have not been approved by, an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom.  The
communication of such documents and/or materials as a financial promotion is
only being made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
Financial Promotion Order)) or persons who are within Article 43 of the
Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other
document or materials relating to the Offer have been or will be submitted to
the clearance procedures of the Commissione Nazionale per le Società e la
Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being
carried out in the Republic of Italy (Italy) as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the Financial Services Act) and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Accordingly, Noteholders or beneficial owners of the Notes that are located in
Italy can tender Notes for purchase in the Offer through authorised persons
(such as investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with requirements imposed
by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offer.

Belgium

The Offer is not being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer within the
meaning of Article I.1 of the Belgian Code of Economic Law, as amended from
time to time (a Belgian Consumer) and none of this announcement, the Tender
Offer Memorandum or any other documents or materials relating to the Offer has
been, and shall not be, distributed, directly or indirectly, in Belgium to
Belgian Consumers.

France

The Offer is not being made, directly or indirectly, to the public in the
Republic of France (France).  This announcement, the Tender Offer Memorandum
and any other document or material relating to the Offer have only been, and
shall only be, distributed in France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the
Tender Offer Memorandum have been or will be submitted for clearance to or
approved by the Autorité des Marchés Financiers.

Bermuda

This announcement, the Tender Offer Memorandum and any other document or
materials relating to the Offer have only been, and shall only be, distributed
in Bermuda in compliance with the provisions of the Investment Business Act
2003 of Bermuda (as amended) and any other relevant legislation of Bermuda.
There are no restrictions on the Offer in Bermuda or to Bermudian persons,
except that the Offer may only be made by, and the Notes may only be tendered,
through persons or entities duly authorised to publicly offer securities in
Bermuda.

Neither the Bermuda Monetary Authority, the Bermuda Registrar of Companies nor
any other authority of Bermuda has passed upon the merits or fairness of the
Offer or passed upon the accuracy or adequacy of the disclosure in this
announcement or the Tender Offer Memorandum.

 

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