EQS-CMS: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe: Announcement according to § 139 BörseG

EQS Post-admission Duties announcement: VIENNA INSURANCE GROUP AG Wiener
   Versicherung Gruppe / Change to the rights attached to other securities
   according to § 139 BörseG
   VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe: Announcement
   according to § 139 BörseG

   06.06.2022 / 11:02
   Dissemination of a Post-admission Duties announcement transmitted by EQS -
   a service of EQS Group AG.
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   NOT FOR DISTRIBUTION IN OR INTO OR TO 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 OF
   AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR
   TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS
   UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

   VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe announces a Tender
   Offer in respect of its EUR 500,000,000 5.5% 2043 non-call 2023 Notes
   (ISIN: AT0000A12GN0) and proposed issue of new Subordinated Fixed to
   Floating Rate Notes under its Tier 2 Notes Issuance Programme

    

   VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (the "Company")
   announces an invitation to eligible holders (the "Noteholders") of its
   outstanding EUR 500,000,000 5.5% 2043 non-call 2023 Notes (ISIN:
   AT0000A12GN0) (the "Notes") to tender any and all such Notes for purchase
   by the Company for cash (the "Offer" or the "Repurchase").

   The Offer is being made on the terms and subject to the conditions
   contained in a tender offer memorandum dated 6 June 2022 (the "Tender
   Offer Memorandum") prepared by the Company and is subject to the offer
   restrictions set out below and as more fully described in the Tender Offer
   Memorandum. The Offer will be made exclusively on the basis of, and
   subject to the terms and conditions of, the Tender Offer Memorandum, which
   will be available as from today on request from Kroll Issuer Services
   Limited (+44 (0)20 7704 0880 / [1]vig@is.kroll.com) in its capacity as
   global tender agent and Erste Group Bank AG (+43 (0) 5 0100 – 84053 /
   [2]FISyndicate0604@erstegroup.com) in its capacity as Austrian tender
   agent (together the "Tender Agents"). Noteholders are advised to read
   carefully the Tender Offer Memorandum for full details of, and information
   on the procedures for, participating in the Offer.

   The Company is not under any obligation to accept for purchase any Notes
   tendered pursuant to the Offer. The acceptance for purchase by the Company
   of Notes tendered pursuant to the Offer is at the sole discretion of the
   Company and tenders may be rejected by the Company for any reason.

   The Company will pay for Notes accepted by it for purchase pursuant to the
   Offer (and subject to satisfaction or waiver of the New Financing
   Condition) at a price which will be determined in the manner described in
   the Tender Offer Memorandum. The Company will also pay an Accrued Interest
   Payment in respect of Notes accepted for purchase pursuant to the Offer.

   The Company further announces its intention to issue Subordinated Fixed to
   Floating Rate Notes under its Tier 2 Notes Issuance Programme dated 20 May
   2022 (the "New Notes"). The purchase of any Notes by the Company pursuant
   to the Offer is subject to, without limitation, the successful completion
   (in the sole determination of the Company) of the offering of the New
   Notes (the "New Financing Condition").

   In order to participate in, and be eligible to receive the Purchase Price
   and the accrued interest pursuant to, the Offer, Noteholders must validly
   tender their Notes for purchase by delivering, or arranging to have
   delivered on their behalf, a valid tender instruction that is received by
   the Tender Agents no later than by 5 p.m. (CEST) on 14 June 2022, unless
   extended, re-opened, amended, shortened and/or terminated as provided in
   the Tender Offer Memorandum. Tender instructions must be submitted in
   respect of a minimum principal amount of Notes of no less than EUR
   100,000, being the denomination of the Notes.

   Investors in the Notes may receive priority allocation in the offering of
   the New Notes (subject to the terms and conditions of the Tender Offer
   Memorandum).

   Any investment decision to purchase any New Notes should be made solely on
   the basis of the information contained in the base prospectus, dated 20
   May 2022 (the "Prospectus") and the Final Terms prepared in connection
   with the issue of the New Notes and their admission to listing on the
   Vienna Stock Exchange and to trading on the regulated market (the "Final
   Terms"), and no reliance is to be placed on any representations other than
   those contained in the Prospectus and the Final Terms.

   This announcement and the Tender Offer Memorandum do not constitute an
   invitation to participate in the Offer in any jurisdiction in which, or to
   any person to or from whom, it is unlawful to make such invitation or for
   there to be such participation under applicable securities laws.

   The distribution of this notice and the Tender Offer Memorandum in certain
   jurisdictions may be restricted by law. Persons into whose possession this
   notice and the Tender Offer Memorandum comes are required by the Company
   and the Tender Agents to inform themselves about, and to observe, any such
   restrictions. See "Offer and Distribution Restrictions" in the Tender
   Offer Memorandum.

   The Offer, in conjunction with an issue of New Notes, is being made as
   part of the Company's active management of its capital base. The Offer
   will also provide liquidity for investors in the Notes concurrent with the
   opportunity to redeploy funding into the Company's proposed New Notes.

   Legal notice/disclaimer:

   This communication is for information purposes only and does not
   constitute an offer to sell or an offer or solicitation to buy or
   subscribe to securities, nor does it constitute financial analysis or
   advice or a recommendation relating to financial instruments.

   The Offer and the New Notes are not being, and will not be, offered or
   sold in the United States. Nothing in this announcement and the Tender
   Offer Memorandum constitutes an offer to sell or the solicitation of an
   offer to buy the New Notes in the United States or any other jurisdiction.
   Securities may not be offered, sold or delivered in the United States
   absent registration under, or an exemption from the registration
   requirements of, the United States Securities Act of 1933, as amended (the
   "Securities Act"). The New Notes have not been, and will not be,
   registered under the Securities Act or the securities laws of any state or
   other jurisdiction of the United States and may not be offered, sold or
   delivered, directly or indirectly, within the United States or to, or for
   the account or benefit of, U.S. persons (as defined in Regulation S under
   the Securities Act).

   This notice and the materials referred to therein are not for
   distribution, directly or indirectly, in or into the United States of
   America. The Offer referenced herein is not being made, directly or
   indirectly, in or into the United States, or by use of the mails, or by
   any means or instrumentality (including, without limitation, e-mail,
   facsimile transmission, telephone and the internet) of interstate or
   foreign commerce, or of any facility of a national securities exchange, of
   the United States. The Offer cannot be accepted by any such use, means,
   instrumentality or facility or from within the United States of America.

   Nothing in this notice and the Tender Offer Memorandum constitutes an
   offer to buy or the invitation to offer to sell securities in Italy
   (except as set out in the Tender Offer Memorandum), Belgium (except as set
   out in the Tender Offer Memorandum), the Republic of France (except as set
   out in the Tender Offer Memorandum) or any other jurisdiction in which
   such offer or solicitation would be unlawful. The Tender Offer Memorandum
   and the Offer may only be communicated to persons in the United Kingdom in
   circumstances where section 21 (1) of the Financial Services and Markets
   Act 2000 does not apply.

   This communication does not constitute and shall not, in any
   circumstances, constitute a public offering nor an invitation to the
   public in connection with any offer within the meaning of the European
   Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation").

   A listing prospectus was exclusively prepared for the purpose of admitting
   the New Notes to trading on the Official Market of the Vienna Stock
   Exchange. The listing prospectus is available for download free of charge
   in electronic form from the Company's website at
   [3]https://www.vig.com/en/investor-relations/bonds/bond-programmes.html.

   Contact:
   VIENNA INSURANCE GROUP
   Investor Relations
   1010 Vienna, Schottenring 30
    

   Nina Higatzberger-Schwarz Phone: +43     E-Mail:
                             (0)50          [4]nina.higatzberger@vig.com
                             390-21920
   Sylvia Machherndl         Phone: +43     E-Mail:
                             (0)50          [5]sylvia.machherndl@vig.com
                             390-21151
   Sarah Salchegger          Phone: +43     E-Mail:
                             (0)50          [6]sarah.salchegger@vig.com
                             390-20071

    

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   06.06.2022

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   Language: English
   Company:  VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe
             Schottenring 30
             1010 Vienna
             Austria
   Internet: www.vig.com


    
   End of News EQS News Service


   1368993  06.06.2022 

References

   Visible links
   1. mailto:vig@is.kroll.com
   2. mailto:FISyndicate0604@erstegroup.com
   3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=5b566b39c7103af1f32ad40506e5d8d7&application_id=1368993&site_id=apa_ots_austria&application_name=news
   4. mailto:nina.higatzberger@vig.com
   5. mailto:sylvia.machherndl@vig.com
   6. mailto:sarah.zoech@vig.com

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