Subordinated debt

For 30 years, LA MONDIALE issues and actively manages subordinated debt in order to steer its growth.

Updates

Press release of July 9, 2024: La Mondiale announces the launch of a tender offer to repurchase existing notes and its intention to issue new notes

La Mondiale announces today the launch of a tender offer to repurchase €768,405,000 Reset Undated Subordinated Notes (ISIN: XS1155697243) (of which €768,405,000 is currently outstanding) (the “Notes”) (the “Tender Offer”). The Notes are admitted to trading on Euronext Growth.

Capitalised terms used in this press release and not otherwise defined herein shall have the meanings given to them in the Tender Offer Memorandum dated 9 July 2024.

La Mondiale invites Qualifying Holders of the Notes to tender their Notes for purchase by La Mondiale for cash, up to a Maximum Acceptance Amount (expected to be equal to the aggregate nominal amount of the New Notes) subject to the conditions described in the Tender Offer Memorandum.

In parallel, La Mondiale announces its intention to issue, subject to market conditions, Euro denominated perpetual fixed rate resettable restricted tier 1 notes (the “New Notes”) the net proceeds of which will be used to fund the general corporate purposes of La Mondiale, including the refinancing of existing indebtedness, which may include the repurchase via a tender offer of the outstanding Notes.

The purpose of the Tender Offer as well as the planned issuance of the New Notes is, among other things, to proactively manage La Mondiale’s capital structure.

The acceptance for purchase by La Mondiale of Notes validly tendered pursuant to the Tender Offer is at the sole and absolute discretion of La Mondiale and is subject to, and conditional upon, the settlement of the issue of the New Notes in the sole determination and satisfaction of La Mondiale.

The date for the expiration of the Tender Offer is scheduled for 5.00pm (CEST) on 17 July 2024, unless extended, withdrawn, re-opened or terminated at the sole and absolute discretion of La Mondiale. The announcement of the Maximum Acceptance Amount is expected to be announced as soon as reasonably practicable after the pricing of the New Notes. The announcement of the final results of the Tender Offer are expected to be announced as soon as reasonably practicable on 18 July 2024. The settlement date is expected to take place one business day after the settlement of the New Notes on or around 19 July 2024.

Disclaimer

This press release does not constitute an offer to subscribe the New Notes nor an invitation to participate in the Tender Offer in or from any country or jurisdiction to whom or in which such offer would be unlawful under the applicable laws and regulations. The Tender Offer is made under the terms and conditions set out in the Tender Offer Memorandum.

This press release is not a prospectus for the purposes of the Regulation (EU) 2017/1129, as amended.

The New Notes are not being subject to a public offering in any country or jurisdiction, including in France, to any person other than qualified investors. Tenders of Notes for purchase pursuant to the Tender Offer from qualifying holders shall not be accepted in any circumstances where such offer or solicitation is unlawful. La Mondiale does not make any recommendation as to whether or not qualifying holders should participate in the Tender Offer.

The distribution of this press release may be restricted by law in certain jurisdictions in particular in the United States of America, the European Economic Area and the United Kingdom as more fully described in the Tender Offer Memorandum and in the offering documentation relating to the New Notes. Persons into whose possession this press release comes should inform themselves about and observe any applicable legal and regulatory restrictions.

Press release of March 15,2024:LA MONDIALE will exercice call option on a subordinated debt.

LA MONDIALE has announced as of march 15th it will exercise the first option call on the TSR note (ISIN XS0919410828) issued on april 2013 at the next interest paiement date (i.e. april 25th 2024).

That TSR note, which initial amount was 331,7 M€ and with a first call option date in april 2024, has been subject to a liability management operation in december 2014, that led a significant part of holders to exchange it to a perpetual note with a final amount of 768 M€ and a first call date in december 2025. The remaining amount of the TSR note was 191,2 M€.

That note has been classified as Restricted Tier1, being grandfathered within Solvency 2 framework.

That operation got prior approval of the french Regulator (ACPR).

Press release of April 25, 2022: LA MONDIALE transfers the listing of listed subordinated securities from Euronext Paris to Euronext Growth Paris

The Board of LA MONDIALE has decided to transfer the listing of subordinated securities currently traded on Euronext Paris to Euronext Growth Paris. This project has received the approval of Euronext Paris.

This operation consists of delisting from trading the related securities on Euronext Paris and at the same time admitting them to Euronext Growth Paris. The actual securities transfer will take place on May 6, 2022.

Following this transfer:

The half-yearly frequency of publication and the quality of financial information will be maintained;
LA MONDIALE will remain under Regulation (EU) No. 596-2014 of April 16, 2014 on market abuse, which also applies to companies with securities listed on Euronext Growth Paris, and will continue to provide accurate, proper and sincere information, by making all relevant inside information public.

The outstanding amount represents approximately €2.2 billion, which will be added to the €1.5 billion already successfully issued on Euronext Growth Paris regarding the the last 3 issues.

The list of securities affected by the transfer is as follows:

Subordinated bonds with a total nominal amount of 331,700,000 euros (of which 191,236,000 euros are outstanding) (ISIN: XS0919410828) issued on April 25, 2013 and maturing on April 25, 2044;
Perpetual subordinated bonds with a total nominal amount of €768,405,000 (ISIN: XS1155697243) issued on December 17, 2014;
Subordinated bonds with an aggregate nominal amount of US$530,000,000 (ISIN: XS1556395710) issued on January 26, 2017 and maturing on January 26, 2047;
Subordinated bonds with a total nominal amount of 400,000,000 US dollars (ISIN: XS1736887099) issued on December 21, 2017 and maturing on December 21, 2047; and
Subordinated notes with an aggregate nominal amount of US$310,000,000 (ISIN: XS1751476679) issued on January 18, 2018 and maturing on January 18, 2048.

LA MONDIALE's subordinated securities would thus all be on the same market, which allows the flexibility to publish its combined financial statements solely within French standards framework, being given the requirements of the new IFRS standards scheduled for January the 1^st, 2023.

Press release of March 30, 2022: LA MONDIALE will proceed with the early call of a subordinated debt

LA MONDIALE announced on March 30, 2022 that the residual amount of the subordinated debt (ISIN code FR0010397885) issued in November 2006 will be called on the next interest payment date (i.e. May 15, 2022).

This debt initially stood for an amount of €200 million with a first redemption option in November 2016. It was the subject of a liability management operation in December 2014, leading a large number of investors to exchange for a subordinated debt with a final outstanding amount of €768 million and a first redemption option in December 2025. As a result of that operation, the outstanding amount of the 2006 debt was €54.75 million.

As part of the management of its own funds, this security was admitted to the rank of "Restricted Tier 1" under the "grandfather" clause during the transition to Solvency 2.

The impact in terms of solvency of the early call will be around 1%. It has been authorized by the French regulator ACPR, in accordance with the French Insurance Code.

AG2R LA MONDIALE is considering having its outstanding subordinated debts listed on Euronext Growth (Paris)

AG2R LA MONDIALE (the Group) has successfully completed its latest bond issues on Euronext Growth (Paris), representing €1.5 billion, i.e. approximately 40% of its total outstanding subordinated securities. The choice of this market was motivated by the flexibility of the issuance process, while maintaining a high level of information and disclosures to investors.

The Group is considering the possibility of regrouping the majority (>95%) of its subordinated securities on Euronext Growth, in accordance with its willingness to rationalise and maintain the accuracy of its financial indicators. The Group would then have the flexibility to establish its combined financial statements solely under French GAAP going forward (by the time of new IFRS standards coming into force in 2023). These changes would have no impact on the financial strength rating of the Group, nor on its debt instruments.

Should the Group decide to proceed with such changes, the bi-annual frequency of earnings releases as well as the quality of its financial information and disclosures would be maintained.

The process has been initiated with Euronext, after prior notification to the market authorities.