SCOR successfully places EUR 500 million subordinated notes maturing in 2055

Press release
2 September 2025 - N° 15

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR ANY PERSON LOCATED OR RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS PRESS RELEASE.

SCOR successfully places EUR 500 million subordinated notes maturing in 2055

SCOR SE (the “Company”) has successfully completed the placement with institutional investors of EUR 500,000,000 Fixed to Floating Rate Subordinated Notes, maturing on 10 September 2055, and eligible as Tier 2 regulatory capital under Solvency II (the “Notes”). The transaction met a strong investor demand.

The initial fixed rate of 4.522% per annum will be payable annually in arrears until 10 September 2035 (inclusive). From that date, the Notes will bear interest at a variable rate (3-month EURIBOR + margin) payable quarterly in arrears on 10 March, 10 June, 10 September and 10 December of each year, commencing on 10 December 2035 (inclusive).

In accordance with Solvency II requirements, payment of interest on the Notes shall, in certain circumstances, be deferred.

The Notes are rated A- by S&P Global Ratings Europe Limited.

The estimated net proceeds of the issue of the Notes will be used for general corporate purposes of the Group, including to finance the concurrent tender offer for the EUR 600,000,000 Fixed to Reset Rate Subordinated Notes due 8 June 2046 (ISIN: FR0013067196), issued on 7 December 2015, with a first call date on 8 June 2026 announced by the Company in a press release published on 2 September 2025.

The settlement of the Notes is expected to occur on 10 September 2025. Application will be made for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market.

*

*        *

Forward-looking statements and general information

This press release includes forward-looking statements, assumptions, and information about SCOR’s financial condition, results, business, strategy, plans and objectives, including in relation to SCOR’s current or future projects.

These statements may be identified by the use of the future tense or conditional mode, or terms such as “estimate”, “believe”, “anticipate”, “aim”, “expect”, “have the objective”, “intend to”, “plan”, “result in”, “should”, and other similar expressions.

It should be noted that the achievement of these objectives, forward-looking statements, assumptions and information is dependent on circumstances and facts that may or may not arise in the future.

No guarantee can be given regarding the achievement of these forward-looking statements, assumptions and information. These forward-looking statements, assumptions and information are not guarantees of future performance. Forward-looking statements, assumptions and information (including on objectives) may be impacted by known or unknown risks, identified or unidentified uncertainties and other factors that may significantly impact the future results, performance and accomplishments planned or expected by SCOR.

In particular, it should be noted that the full impact of the economic, financial and geopolitical risks on SCOR’s business and results cannot be precisely assessed.

Accordingly, all assessments, assumptions, and figures presented in this press release should be considered as estimates based on evolving analyses, and encompass a wide range of theoretical hypotheses, which are highly evolutive.

Information regarding risks and uncertainties that may affect SCOR’s business is set forth in the 2024 Universal Registration Document filed on March 20, 2025, under number n°D.25-0124 with the French Autorité des marchés financiers (AMF) available on SCOR’s website www.scor.com and on the AMF’s website www.amf-france.org.

In addition, such forward-looking statements, assumptions and information are not “profit forecasts” within the meaning of Article 1 of Commission Delegated Regulation (EU) 2019/980.

SCOR does not undertake and has no obligation or intention to complete, update, revise or change these forward-looking statements, assumptions and information, whether as a result of new information, future events or otherwise.

Restrictions relating to the issue of the Notes

This press release is for informational purposes only and does not constitute an invitation to participate in the tender offer or to subscribe for the Notes or an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale in or from any jurisdiction in which, or to or from any person to or from whom, such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The distribution, publication or release of this press release or any information contained therein or relating thereto may be prohibited by law in certain jurisdictions. Persons into whose possession this press release, or information comes are required to inform themselves of and to observe these restrictions. Non-compliance with these restrictions may result in the violation of legal restrictions in such jurisdictions. The Company does not accept any liability to any person in relation to the distribution of such press release or information in any jurisdiction.

This press release does not constitute a recommendation concerning any issue or tender of securities. Potential investors should consult a professional adviser as to the suitability of the referred to herein for the person concerned and are urged to read and refer exclusively to the Tender Offer Memorandum dated 2 September 2025, before making a decision in order to fully understand the potential risks and rewards associated with the decision to tender their notes to the tender offer.

This press release and the information it contains may not be published, released, forwarded, transmitted or distributed, directly or indirectly, in or into the United States (including its territories and dependencies) or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933) or any person located or resident in the United States.

This press release is an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 of June 14, 2017 (as amended, the “Prospectus Regulation”) and Delegated Regulation (EU) 2019/979 of March 14, 2019, as amended. Investors in the European Economic Area (“EEA”) who wish to obtain information on the terms and conditions of the Notes, and determine whether or not they may, and wish to, subscribe thereto are urged to read, and refer exclusively to, the prospectus to be submitted by the Company for approval to the Luxembourg Financial Markets Authority (Commission de Surveillance du Secteur Financier) (the “CSSF”), before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in these securities. Such prospectus will be published on the Company’s website (www.scor.com) and on the website of the Luxembourg Stock Exchange (www.luxse.com). The approval of this prospectus by the CSSF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market. The Notes referred to herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to, and no action has been or will be undertaken to offer, sell or otherwise make available any Notes, to any retail investor in the EEA. For the purposes of this provision: (a) “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as applicable. Consequently no key information document required by Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes, or otherwise making them available, to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) and has not been approved, filed or reviewed by any regulatory authority of the United Kingdom (“UK”). This press release has not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this press release is not being distributed to, and must not be passed on to, the general public in the UK. The communication of this press release is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (1) investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “FPO”), (2) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the FPO, and (3) persons outside the UK (together being referred to as “relevant persons”), and must not be acted on or relied upon by persons other than relevant persons. Any investment activity referred to in this press release is available only to relevant persons and will be engaged in only with relevant persons.

The Notes referred to herein are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to, and no action has been or will be undertaken to offer, sell or otherwise make available any Notes, to any retail investor in the UK. For the purposes of this provision a “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2 of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the Notes, or otherwise making them available, to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Attachment

• SCOR Press Release

© 2025 GlobeNewswire, Inc. All Rights Reserved.

Read More..

The news, reports, views and opinions of authors (or source) expressed are their own and do not necessarily represent the views of CRWE World.