IMPORTANT DISCLAIMER
This announcement is not for distribution, directly or indirectly, in whole or in part, in or into the United States, Canada, Japan, South Africa or Australia, or any other jurisdiction where to do so might constitute a violation or breach of any applicable law or regulation. This announcement is not a prospectus for the purposes of the Prospectus Regulation (as defined below). This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy any securities of Zurich Insurance Group AG in the United States, Canada, Japan, Australia or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in such jurisdictions may be similarly restricted. This announcement should not be regarded as an opinion or recommendation concerning the purchase or sale of securities of the company. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.
The Shares mentioned herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States.
The Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and may only be offered within Switzerland to professional clients in the sense of article 4 para 3 FinSA. The offering of the Shares in Switzerland is exempt from the requirement to prepare and publish a prospectus under the FinSA. Neither this document nor any other offering or marketing material relating to the Shares constitutes a prospectus pursuant to the FinSA or any applicable laws or regulations, and no offering or marketing material relating to the Shares may be publicly distributed or otherwise made publicly available in Switzerland.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons in the United Kingdom that are qualified investors within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 that are also (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the UK Financial Services and Markets Act 2000 (financial promotion) order 2005 (the "Order"); or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.
In member states of the European Economic Area (EEA), any offer of the New Shares will only be made to qualified investors or pursuant to another exemption under Regulation (EU) 2017/1129 (Prospectus Regulation), as amended, from the requirement to publish a prospectus for offers of securities. Zurich has not authorized, nor does it authorize, the making of any offer of the New Shares in circumstances in which an obligation arises for Zurich or any other person to publish or supplement a prospectus for such offer.
Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
Goldman Sachs International and Morgan Stanley & Co. International plc, which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, are acting for Zurich and no one else in connection with the Share Placement and will not be responsible to anyone other than Zurich for providing the protections afforded to clients of Goldman Sachs International and Morgan Stanley & Co. International plc, or for giving advice, in connection with the Share Placement.
Certain statements in this document are forward-looking statements, including, but not limited to, statements that are predictions of or indicate future events, trends, plans or objectives of Zurich Insurance Group AG or the Zurich Insurance Group (the Group). Forward-looking statements include statements regarding the proposed placement and capital increase, the intended use of proceeds, the anticipated acquisition and its expected benefits, strategic objectives, future financial position, results of operations, cash flows, capital position, solvency, dividends, business strategy, management plans and objectives for future operations, and market conditions. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results and plans, policies, initiatives and objectives of Zurich Insurance Group AG or the Group to differ materially from those expressed or implied in the forward-looking statements (or from past results). Factors such as volatility in financial markets; investor sentiment, regulatory approvals, the satisfaction of conditions to, and the completion of, the proposed acquisition; the successful integration of the acquired business; the ability to realize anticipated synergies or other benefits within expected timeframes or at all; the impact of the capital increase on the Company’s shareholders and capital structure; changes in economic conditions, including inflation, interest rates, and foreign exchange rates; changes in regulatory or solvency requirements; underwriting and claims experience; catastrophic events and climate-related risks; reinsurance availability and cost; competition; operational risks; cybersecurity incidents; litigation and regulatory investigations; and other risks described in the Company’s most recent annual and periodic reports and other filings with regulatory authorities.
Zurich Insurance Group AG undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or circumstances or otherwise.
