Commentary & Deal Flow

Launched: 11.5NC11: €500m @ MS+238bp - Orderbook >€3bn (pre-rec)
Book Update: Books in excess of €2bn
IPTs: 11.5NC11: MS+270a

• Issuer: Athora Holding Ltd.
• LEI Number: 98450059DQ10TFC4B020
• Issuer Default Rating (Fitch): A (stable)
• Expected Issue Rating (Fitch): BBB
• Status: The Notes constitute direct, unsecured and subordinated obligations of the Issuer and rank (a) junior to claims of all Senior Creditors, (b) pari passu with all claims in respect of any Parity Obligations and (c) in priority to claims in respect of all Junior Obligations, as further described in the Preliminary Offering Memorandum
• Currency: EUR
• Issue Amount: €500m
• Pricing: Today's business
• Books Close: 12:00 UKT
• Settlement / Issue Date: 26-Jun-26 (T+3)
• Maturity Date: 16-Dec-37, subject as further set out below in “Conditions to Redemption and / or Purchase”
• Interest: [•]% per annum from (and including) the Issue Date until (but excluding) the Maturity Date, subject as further set out below in “Mandatory Interest Deferral”, with a short first coupon
• Interest Payment Dates: Payable annually in arrear on 16 December in each year, commencing on 16-Dec-26 (short first coupon)
• Optional Early Redemption as from First Call Date: At par at any time from (and including) the First Call Date to (but excluding) the Maturity Date (6 month par call)
• First Call Date: 16-Jun-37, subject as further set out below in “Conditions to Redemption and/or Purchase”
• Optional Make-whole Redemption: At any time on or after the fifth anniversary of the Issue Date at the Make-whole Redemption Amount, subject as further set out below in “Conditions to Redemption and / or Purchase”
• Make-whole Redemption Margin: [•]% (lower of 50bps and 15% of Re-offer Spread vs Reference Benchmark, rounded up to nearest 5bps)
• Mandatory Interest Deferral: Mandatory deferral of interest on a cumulative (but not compounding) basis where (a) a Capital Adequacy Event has occurred and is continuing (or would occur following payment of the relevant interest and/or Arrears of Interest); and/or (b) the Solvency Condition is not, or would not be, satisfied at the time of, and immediately after, the payment of such interest and/or Arrears of Interest, as further described in the Preliminary Offering Memorandum
• Early Redemption Rights and Conditions: At any time if a Tax Event, Regulatory Event, Rating Methodology Event has occurred and is continuing or if 75 per cent. or more of the Notes originally issued have been purchased and cancelled, in each case subject as further set out below in “Conditions to Redemption and / or Purchase”, and as further described in the Preliminary Offering Memorandum
• Exchange or Variation: If a Tax Event, Regulatory Event or Rating Methodology Event has occurred and is continuing, as further described in the Preliminary Offering Memorandum
• Conditions to Redemption and/or Purchase: The Notes may only be redeemed or purchased if (i) the Regulatory Clearance Condition is satisfied with respect to such redemption or purchase, (ii) a Capital Adequacy Event has not occurred and is not continuing or would not occur following the relevant redemption or purchase, (iii) the Solvency Condition is, and would be, satisfied at the time of, and immediately after, such redemption or purchase, or (iv) the redemption or purchase would not otherwise breach the Applicable Regulations, each as further described in the Preliminary Offering Memorandum. The occurrence of any such events in respect of the Issuer shall constitute a “Mandatory Redemption Deferral Event” shall occur (except that the occurrence of condition (ii) will not constitute a Mandatory Redemption Deferral Event if certain conditions, including but not limited to that the Relevant Supervisory Authority has exceptionally waived the deferral of such principal payment, are satisfied), and the redemption of the Notes shall be deferred as a result of such Mandatory Redemption Deferral Event, as further described in the Preliminary Offering Memorandum. Any redemption or purchase prior to the fifth anniversary of the Reference Date shall be subject to satisfaction of the Regulatory Clearance Condition and shall be either in exchange for, or funded out of proceeds of, a new issuance of capital of at least the same quality as the Notes or made following confirmation from the Relevant Supervisory Authority that it is satisfied that the Capital Requirements will, following such redemption or purchase, be exceeded by an appropriate margin, each as further described in the Preliminary Offering Memorandum
• Substitution: The Issuer may, without the consent of the Noteholders, substitute in place of the Issuer as principal debtor under the Notes (a) the UK Holdco upon the occurrence of a UK Holdco Transaction; or (b) (i) any subsidiary of the Issuer, (ii) a successor in business of the Issuer, (iii) a parent company of the Issuer or (iv) any subsidiary of a parent company of the Issuer, subject to certain conditions and as further described in the Preliminary Offering Memorandum
• UK Holdco Transaction: A transaction (or series of transactions) whereby the UK Holdco is interposed between the Issuer and all or a majority of its shareholders, provided that the UK Holdco becomes the Insurance Group Parent Entity following such transaction
• Amendments: Where there is either (i) a substitution of the Issuer; or (ii) a change in the Relevant Regulatory Jurisdiction, the Issuer and Fiscal Agent may agree, without the consent of Noteholders, to any such amendments to the terms and conditions of the Notes as the Issuer deems necessary in order to ensure that the Notes continue to qualify as Tier 2 Capital of the Issuer and/or, on a consolidated basis, the Athora Group under the Applicable Regulations, each as further described in the Preliminary Offering Memorandum
• Day Count Fraction: Actual / Actual (ICMA)
• Business Day Convention: Following, unadjusted
• Business Days: T2
• Governing Law: English law, except that where the Relevant Regulatory Jurisdiction is not the United Kingdom, Condition 2 (Status of the Notes) will be governed by and construed in accordance with the law of the Relevant Regulatory Jurisdiction
• Relevant Regulatory Jurisdiction: Means (a) Bermuda; (b) following the UK Holdco substitution, or otherwise where the Relevant Supervisory Authority is the PRA, the United Kingdom; or (c) such other jurisdiction as a result of a change of the Applicable Regulations
• Acknowledgment of Statutory Loss Absorption Powers: Applicable
• Listing: Global Exchange Market of The Irish Stock Exchange plc trading as Euronext Dublin
• Denominations: €100,000 and integral multiples of €1,000 in excess thereof
• Form of the Notes: Registered Form
• Clearing Systems: Euroclear and Clearstream, Luxembourg
• ISIN / Common Code: XS3338302139 / 333830213
• Use of Proceeds: General corporate purposes (including, without limitation, towards: (a) the cash tender offer for all or a portion of the EUR500 million fixed to fixed rate subordinated notes due 2032 issued by Athora Netherlands N.V., as announced by Athora Netherlands N.V. on 22-Jun-26; and (b) bank loan refinancings)
• Joint Global Co-ordinators and Structuring Agents: BofA Securities and HSBC
• Joint Lead Managers: Barclays, BNP Paribas, BofA Securities, Citi, HSBC and NatWest
• Settlement Bank / Billing & Delivery Bank: BofA Securities
• Fiscal Agent, Paying Agent, Transfer Agent and Registrar: Citibank, N.A., London Branch
• Documentation: Standalone Preliminary Offering Memorandum dated 22-Jun-26
• Target Market: Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK disclosure document has been prepared as not available to retail in the EEA or the UK
• Selling Restrictions: US (Regulation S, Category 2, not 144A eligible), TEFRA not applicable, EEA, United Kingdom, Hong Kong, Singapore, Italy and Canada, as more fully described in the Preliminary Offering Memorandum