REG - Resolution Life Grp RLGH Finance Bermuda - Issuance of $750m of 6.875% Ancillary Tier 1 notes

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20/11/2025 08:15

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RNS Number : 2598I  Resolution Life Group  20 November 2025

Resolution Life successfully completes inaugural $750m Bermuda Ancillary Tier
1 notes issuance

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN
REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN
OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR IN OR
INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT. SEE "DISCLAIMER" BELOW.

 

·     Issuance of $750m of 6.875% Ancillary Tier 1 notes

·     Very strong investor demand with final order book exceeding $7.5bn
(10x oversubscribed)

·     Innovative transaction marks the first Tier 1 issuance by a Bermudan
insurer

·     Further reinforces the Group's financial flexibility and capital
position whilst broadening its investor base

HAMILTON, BERMUDA - Resolution Life, a global life insurance group focusing on
reinsurance and the acquisition and management of portfolios of life insurance
companies, today announces the issuance of listed debt.

RLGH Finance Bermuda Ltd, issued $750m of 6.875% Ancillary Tier 1 notes (the
"Notes"), which are guaranteed by Resolution Life Group Holdings Ltd. The
Notes are perpetual and non-callable prior to 19 May 2032. The initial
interest rate will be reset on 19 November 2032 and every five years
thereafter, subject to a floor of 6.875% and certain other conditions. The
Notes qualify as Tier 1 regulatory capital and have been assigned an
instrument rating of Baa3 by Moody's and BBB by Fitch. Application has been
made for the Notes to be admitted to trading on the International Securities
Market of the London Stock Exchange.

The issuance represents the next stage of the Group's funding journey
following two successful Tier 2 note offerings ($500m Tier 2 notes issued in
July 2024 and $750m Tier 2 notes issued in July 2025). The timing of this
transaction follows the completion of Nippon Life's acquisition of Resolution
Life and subsequent upgrades of the Group's issuer credit ratings by Moody's
to Baa1 (positive outlook) and Fitch to A- (stable outlook).

Resolution Life intends to use the net proceeds from the offering for general
corporate purposes, which may include funding of acquisitions, entry into
reinsurance arrangements, repayment of indebtedness, working capital and other
business opportunities.

Jonathan Moss, Chief Financial Officer of Resolution Life, commented:

"We were delighted with the overwhelming success of our inaugural Ancillary
Tier 1 bond, which also represents the first such transaction from Bermuda in
the capital markets.  The strong investor reception and support of over 175
investors who participated reflects the strength of our business model and
recent deal activity. With Nippon Life as a parent, we remain excited by the
opportunity in the attractive global life and annuity consolidation market.
With strong growth prospects and a robust balance sheet, we remain well
positioned to protect the financial futures of our policyholders. We thank
both our new and existing long-term investors for their trust and support in
Resolution Life."

 

ABN Amro, Bank of America Securities, HSBC, J.P. Morgan, Morgan Stanley,
NatWest and Wells Fargo Securities acted as Joint Lead Managers on the
transaction.

ENDS

 

Notes to Editors:

About Resolution Life

Resolution Life is a global life insurance group focusing on reinsurance and
the acquisition and management of portfolios of life insurance policies. Part
of the Nippon Life group, Japan's largest life insurer, Resolution Life
currently manages c.$75bn of assets and has operations in Bermuda, the U.S.,
the U.K., and Singapore. Since 2003 to date, prior Resolution entities
together with Resolution Life have deployed c.$20bn in the global insurance
industry and served the needs of c.15m policyholders. Backed by a single,
well-capitalised parent, Resolution Life is a safe and reliable partner for
insurers. The company is focused on:

·     Providing capital for growth and mitigating long-term risk so the
industry can respond to the needs of policyholders

·     Supporting primary insurers with new sales

·     Serving existing policyholders and delivering benefits in a secure
environment

www.resolutionlife.com (http://www.resolutionlife.com)

 

Media Enquiries

Debt Investor Relations

Colin Ault                      Head of Corporate Finance

Julia van Tuyll               Head of Investor Relations

+44 (0)20 7661 3600    Investor.Relations@ResolutionLife.com

 

Temple Bar Advisory

Alex Child-Villiers / Sam Livingstone / Alistair de Kare-Silver / Juliette
Packard

+44 (0)20 7183 1190 / resolution@templebaradvisory.com
(mailto:resolution@templebaradvisory.com)

Disclaimer

The distribution of this announcement may be restricted by law and any person
into whose possession this press release comes should inform themselves about
and observe any restrictions. This announcement is not directed to, and is not
intended for distribution to or use by, any person or entity in any
jurisdiction where such distribution, publication or use would be contrary to
law or regulation or which would require any registration within such
jurisdiction. This announcement is not intended to, and does not constitute,
or form part of, an offer to sell or an invitation to purchase or subscribe
for the Notes, nor shall there by any offer, solicitation or sale of the Notes
in any jurisdiction in which such offer, solicitation or sale would be
unlawful.

The Notes have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws, and may not be offered or sold in the United States or to, or
for the account or benefit of, U.S. persons (as defined in Regulation S under
the Securities Act).

 A rating is not a recommendation to buy, sell or hold the notes and may be
subject to suspension, reduction or withdrawal at any time.

This announcement does not constitute an offer to sell or a solicitation of an
offer to buy securities.

Neither this announcement nor the offering memoranda prepared in respect of
the Notes constitutes a prospectus for the purposes of Part VI of the
Financial Services and Markets Act 2000, Regulation (EU) 2017/1129 or that
Regulation as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"), and no such prospectus has been or will be
prepared.

Manufacturer target market (UK MiFIR and EU MIFID II product governance) is
eligible counterparties and professional clients only (all appropriate
distribution channels). No key information document (KID) under Regulation
(EU) No. 1286/2014 or that Regulation as it forms part of UK domestic law by
virtue of the EUWA has been prepared as the Notes are not available to retail
investors in the European Economic Area or the United Kingdom.

This announcement does not constitute nor form a part of any offer or
solicitation to purchase or subscribe for securities in Singapore or
elsewhere. The Notes referred to herein have not been and will not be offered
or sold or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to any person in Singapore other than (i) to
an institutional investor (as defined in Section 4A of the Securities and
Futures Act 2001 of Singapore, as modified or amended from time to time (the
"SFA")) pursuant to Section 274 of the SFA or (ii) to an accredited investor
(as defined in Section 4A of the SFA) pursuant to and in accordance with the
conditions specified in Section 275 of the SFA.

This announcement contains certain forward-looking statements regarding the
intent, belief or current expectations of Resolution Life and its management
team. Any such forward-looking statements speak only as of the date they are
made, are not guarantees of future performance and involve risks and
uncertainties. Actual events and results may differ materially from those
projected in the forward-looking statements as a result of various factors.
Resolution Life does not undertake any obligation to update any
forward-looking statements or publicly announce any updates or revisions to
any of the forward-looking statements contained herein, to reflect any change
in its expectations with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements, except as required by
law.

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