XL Group Ltd - Pricing Announcement

HAMILTON, Bermuda, March 10, 2023 /PRNewswire/ --

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

XL GROUP LTD ANNOUNCES PRICING OF ITS TENDER OFFER IN RELATION TO ITS USD 500,000,000 5.500% SUBORDINATED NOTES DUE 2045 (CUSIP: 98420EAD7 and ISIN: US98420EAD76)

On 6 March 2023, XL Group Ltd (the "Offeror" or the "Company") launched its invitation to holders of its USD 500,000,000 5.500% Subordinated Notes due 2045 (CUSIP: 98420EAD7 and ISIN: US98420EAD76) (the "Notes") to tender such Notes for purchase by the Offeror for cash (such invitation, the "Offer" and the announcement in relation to such invitation, the "Launch Announcement"). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 6 March 2023 (the "Tender Offer Memorandum") and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to offer restrictions) available from D.F. King (the "Tender Agent") on their website https://sites.dfkingltd.com/XLGroup. Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

The Offeror today announces that it has priced the Offer for the Notes.

The Offer will expire today at 5:00 p.m. (New York City) time, unless extended, re-opened, withdrawn or terminated by the Offeror as described in the Tender Offer Memorandum. Holders who validly tender (and do not validly withdraw) their Notes, or who deliver a properly completed and duly executed Notice of Guaranteed Delivery in accordance with the instructions in the Tender Offer Memorandum, will be eligible to receive the Purchase Price described below and in the Tender Offer Memorandum.

Certain information regarding the Notes and the pricing for the Offer is set forth in the table below.

In addition, Holders whose Notes are validly tendered and delivered and accepted for purchase by the Offeror pursuant to the Offer, will receive accrued and unpaid interest from and including the interest payment date for the Notes immediately preceding the Settlement Date to but excluding the Settlement Date, determined in accordance with the terms and conditions of the Notes. For avoidance of doubt, Holders whose Notes are tendered and accepted for purchase which are the subject of a Notice of Guaranteed Delivery will not receive payment in respect of any interest for the period from and including the Settlement Date to the Guaranteed Delivery Settlement Date.

The results of the Offer are expected to be announced on 13 March 2023. The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum and the expected Tender Offer Settlement Date is 15 March 2023 for Notes validly tendered and accepted for purchase which are the subject of a Notice of Guaranteed Delivery and 14 March 2023 in respect of any other Notes validly tendered and accepted for purchase.

Full details concerning the Offer are set out in the Tender Offer Memorandum.

Merrill Lynch International (Telephone: +44 207 996 5420 (U.K.); +1 (888) 292-0070 (U.S. Toll Free); +1 (980) 387-3907 (U.S.); Email: [email protected]; Attention: Liability Management Group) is acting as Dealer Manager and D.F. King (Telephone: (877) 283-0323; Email: [email protected]; Website: https://sites.dfkingltd.com/XLGroup; Attention:  Michael Horthman) is acting as Tender Agent.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum and the Launch Announcement. No offer or invitation to acquire or sell any Notes is being made pursuant to this announcement. The Dealer Manager does not take responsibility for the contents of this announcement. The distribution of this announcement, the Launch Announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Launch Announcement and/or the Tender Offer Memorandum come into are required by each of the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

OFFER AND DISTRIBUTION RESTRICTIONS

Belgium

None of the Tender Offer Memorandum, this announcement nor any other documents or materials relating to the Offer have been or will be notified to, and none of the Tender Offer Memorandum, this announcement nor any other documents or materials relating to the Offer have been or will be submitted for approval by, the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des Services et Marchés Financiers). The Offer may therefore not be made in Belgium by way of a public takeover bid (openbaar overnamebod/offre publique d'acquisition) as defined in Article 3 of the Belgian law of April 1, 2007 on public takeover bids, as amended (the "Belgian Takeover Law"), save in those circumstances where a private placement exemption is available.

The Offer is conducted exclusively under applicable private offer exemptions. The Offer may therefore not be advertised and the Offer will not be extended, and none of the Tender Offer Memorandum, this announcement nor any other documents or materials relating to the Offer have been or will be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 or (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law and, in each case, provided that any such person does not qualify as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time.

The Tender Offer Memorandum and this announcement have been issued for the personal use of the above-mentioned qualified investors only and exclusively for the purpose of the Offer. Accordingly, the information contained in the Tender Offer Memorandum and this announcement may not be used for any other purpose nor may it be disclosed to any other person in Belgium.

United Kingdom

The communication of the Tender Offer Memorandum, this announcement 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, as amended. 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, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (together, "relevant persons"). Any investment or investment activity to which the Tender Offer Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons (and is subject to other restrictions referred to in the Financial Promotion Order).

France

The Tender Offer Memorandum, this announcement 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. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Italy

None of the Offer, the Tender Offer Memorandum, this announcement or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to applicable Italian laws and regulations.

The Offer is being carried out in the Republic of 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.

Holders, or beneficial owners of the Notes that are located or resident in Italy, can tender some or all of their Notes pursuant to 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 September 1, 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 or the Offer.

General

None of the Offeror, the Dealer Manager or the Tender Agent makes any recommendation as to whether or not Holders should participate in the Offer and any Holder who is unsure of what action to take in respect of the Offer should consult their own professional advisers. Neither the Dealer Manager nor the Tender Agent accepts any responsibility for the contents of this announcement or the Tender Offer Memorandum.

None of the Tender Offer Memorandum, this announcement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Holders) 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 the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the section entitled "Procedures for Participating in the Offer" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted.

Each of the Offeror, the Dealer Manager and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender or submission may be rejected.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Statements that are not historical facts, including statements about the Company's beliefs, plans or expectations, are forward-looking statements.  These statements are based on current plans, estimates and expectations, all of which involve risk and uncertainty.  Statements that include the words "expect," "estimate," "intend," "plan," "believe," "project," "anticipate," "may," "could," "would," "look" or similar statements of a future or forward-looking nature identify forward-looking statements.  The Company does not undertake any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

About AXA XL

AXA XL provides insurance and risk management products and services for mid-sized companies through to large multinationals, and reinsurance solutions to insurance companies globally. We partner with those who move the world forward. To learn more, visit www.axaxl.com

XL Group Ltd, the direct subsidiary of AXA S.A., comprises the AXA XL division of the AXA Group.  Through its subsidiaries, it is a global insurance and reinsurance conglomerate providing property, casualty and specialty products to industrial, commercial and professional firms, insurance companies and other enterprises throughout the world. To learn more, visit www.axaxl.com

SOURCE XL Group Ltd