Mon, 22nd Sep 2014 17:32
Nationale Suisse / Helvetia Holding AG declares its public tender offer for Nationale Suisse to be successful . Processed and transmitted by NASDAQ OMX Corporate Solutions. The issuer is solely responsible for the content of this announcement.
After the closing of trading today, Helvetia declared that, after the expiration of the offer period for the public tender offer for all publicly held registered shares of Nationale Suisse on 19 September 2014, Helvetia now owns a total of 81.22 per cent of the Nationale Suisse shares listed on 8 August 2014. Helvetia has thus declared the offer to be successful.
On 8 August 2014, Helvetia Holding AG ("Helvetia") published a public tender offer in accordance with articles 22 et seq. of the Federal Stock Exchange and Securities Trading Act for all publicly held registered shares of Swiss National Insurance Company Ltd ("Nationale Suisse") with a nominal value of CHF 0.40 each (the "Nationale Suisse Shares") (the "Offer").
As Helvetia has announced today, until the expiration of the offer period on 19 September 2014 4:00 p.m. CEST, a total of 13 761 055 Nationale Suisse Shares were tendered under the Offer, corresponding to 62.41 per cent of all Nationale Suisse Shares listed as per 8 August 2014, or 76.87 per cent of the 17 901 363 Nationale Suisse Shares covered by the Offer (success rate). At the end of the offer period, the shareholding of Helvetia and the persons acting in concert with Helvetia, including the 4 148 637 Nationale Suisse Shares which were held by Helvetia and the persons acting in concert with Helvetia on 7 July 2014, amounts in the aggregate to 17 909 692 Nationale Suisse Shares corresponding to 81.22 per cent of the voting rights and the share capital of Nationale Suisse (percentage holding).
The interim result published today by Helvetia is provisional. The definitive interim result will be published by Helvetia on 25 September 2014 in the print media.
By the end of the offer period, more shares were thus tendered to Helvetia than would have been necessary to achieve the 66.67 per cent of all outstanding Nationale Suisse Shares required for the Offer to conclude. Subject to further conditions according to section B.7 of the offer prospectus, Helvetia has declared the Offer to be successful.
The additional acceptance period of 10 trading days for the subsequent acceptance of the Offer will start on 26 September 2014 and will end on 9 October 2014, 4:00 p.m. CEST. The settlement of the Offer is expected to take place on 20 October 2014.The Offer is subject to the offer restrictions according to the offer prospectus. Brief profileNationale Suisse is an innovative, international and independent Swiss insurance group providing first-rate risk and pension solutions in non-life and life business as well as a growing number of tailored specialty lines products. Consolidated gross premiums came to CHF 1.5 billion in 2013. The Group comprises the parent company and about 20 subsidiaries and branch offices for focused product lines in Switzerland, Italy, Spain, Germany, Belgium, Liechtenstein, Turkey, Asia and Latin America. The headquarters of Swiss National Insurance Company Ltd are in Basel. Nationale Suisse is listed on the SIX Swiss Exchange (NATN). On 30 June 2014, the Group employed 1 903 staff (full-time equivalents).
|Remo Meier||Nationale Suisse|
|Investor Relations||Steinengraben 41|
|Phone +41 61 275 22 45||4003 Basel|
|Fax +41 61 275 22 21||Switzerland|
|Jonas Grossniklaus||Nationale Suisse|
|Media Relations||Steinengraben 41|
|Phone +41 61 275 28 11||4003 Basel|
|Fax +41 61 275 22 21||Switzerland|
|Extraordinary General Meeting, Basel||29.09.2014|
|Publication of the annual report 2014||18.03.2015|
Disclaimer and exclusion of liabilityThe purpose of this press release is to inform the public about certain events or developments arising from the company's business. The information published in this article is not an advertisement, offer or recommendation to engage in transactions involving securities or other products of Nationale Suisse or any other type of transaction. This press release may contain certain forward-looking statements. Even if these forward-looking statements reflect the opinion and expectations of Nationale Suisse, a number of risks, uncertainties and other important factors may lead to actual developments and results differing strongly from the expectations of Nationale Suisse. It is pointed out expressly that the statements and projections contained in this press release are selective in nature. Nationale Suisse provides no guarantee, either explicitly or implicitly, regarding the accuracy and completeness of the statements and forecasts published in this press release. Neither Nationale Suisse nor its executive bodies or senior managers accept any liability for any damage or losses arising directly or indirectly from the use of this press release. Unless otherwise provided by applicable binding law Nationale Suisse is under no obligation to update or amend the statements contained in this press release, be it in response to new information, future events or any other reasons.
Updated post-publication information is available on our website www.nationalesuisse.com. You may find further details and forecasts about the business of Nationale Suisse there.
Important noteThis communication is exclusively for information purposes in connection with the public purchase and exchange offer of the Helvetia Holding AG for the shares of Schweizerische National-Versicherungs-Gesellschaft AG (Nationale Suisse). This communication constitutes neither an offer nor a solicitation to exchange, buy or subscribe any securities, nor an issue prospectus in the sense of Article 652 a or 1156 of the Swiss Code of Obligations or a listing prospectus pursuant to the listing rules of SIX Swiss Exchange AG. Decisions regarding the sale, purchase or subscription of shares of Helvetia or Nationale Suisse should be made exclusively on the basis of the official offer prospectus and listing prospectus published by Helvetia. This communication is also available in English, French and Italian. The German version is binding.
GeneralThe public offer is made neither directly or indirectly in any country or jurisdiction in which such an offer would be unlawful or in which it would otherwise violate applicable law or applicable regulations, or which would require Helvetia to make any changes to the terms or conditions of the offer, an additional application or take additional actions with respect to any government, regulatory or legal authorities. There are no plans to extend the offer to any such countries or jurisdictions. Documents relating to the offer may not be distributed in or be sent to such countries or jurisdictions. Such documents may not be used for the purpose of soliciting the purchase of securities of Nationale Suisse by legal entities or natural persons residing or incorporated in such countries or jurisdictions.
United StatesThe public tender offer described in this press release will not be made directly or indirectly by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America (hereinafter the «U.S.» meaning the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia) and may only be accepted outside the U.S. This includes, but is not limited to, facsimile transmission, telex or telephones. This press release and any other offering materials with respect to the public tender offer described in this press release must not be distributed in nor sent to the U.S. and must not be used for the purpose of soliciting the sale or purchase of any securities of Nationale Suisse, from anyone in the U.S. Helvetia is not soliciting the tender or exchange of securities of Nationale Suisse by any holder of such securities in the U.S. Securities of Nationale Suisse will not be accepted from holders of such securities in the U.S. Any purported acceptance of the offer that Helvetia or its agents believe has been made in or from the U.S. will be invalidated. Helvetia reserves the absolute right to reject any and all acceptances determined by them not to be in the proper form or the acceptance of which may be unlawful.
The securities to be issued pursuant to the public tender offer described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the «U.S. Securities Act»), nor under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the U.S., except pursuant to an exemption from the registration requirements of the U.S. Securities Act and the applicable state securities laws. Neither this press release nor the public tender offer described in this press release does constitute an offer to sell or the solicitation of an offer to buy any securities in the U.S. or in any other jurisdiction in which such an offer or solicitation would be unlawful. Securities may not be offered or sold in the U.S. absent registration or an exemption from registration. Helvetia will not register or make a public offer of its securities, or otherwise conduct the public tender offer, in the U.S.
United KingdomThis communication is directed only at persons in the U.K. who (i) have professional experience in matters relating to investments, (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 or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as «relevant persons»). This communication 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.
Australia, Canada and JapanThe public tender offer described in this press release is not addressed to shareholders of Nationale Suisse whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the offer.
European Economic AreaThe public tender offer described in this press release (the «Offer») is only being made within the European Economic Area («EEA») pursuant to an exemption under Directive 2003/71/EC (as amended and together with any applicable adopting or amending measures in any relevant member state (as defined below), the «Prospectus Directive»), as implemented in each member state of the EEA (each a «relevant member state»), from the requirement to publish a prospectus that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Directive as implemented in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive. Accordingly, in the EEA, the Offer and documents or other materials in relation to the Offer and the shares in Helvetia (the «Offeror Shares») are only addressed to, and are only directed at, (i) qualified investors («qualified investors») in the relevant member state within the meaning of Article 2(1)(e) of the Prospectus Directive, as adopted in the relevant member state, and (ii) persons who hold, and will tender, the equivalent of at least EUR 100,000 worth of shares in Nationale Suisse (the «Target Shares») in exchange for the receipt of Offeror Shares (collectively, «permitted participants»). This press release and the documents and other materials in relation to the Offer may not be acted or relied upon by persons in the EEA who are not permitted participants, and each Nationale Suisse shareholder seeking to participate in the Offer that is resident in the EEA will be deemed to have represented and agreed that it is a qualified investor or that it is tendering the equivalent of EUR 100,000 worth of Target Shares in exchange of Offeror Shares.