Commentary & Deal Flow

Tranche 1 (10.5yr): Final Books c. £940m. Peak book > £1bn (pre-rec)

Launched: 10.5yr: £500m @ UKT+160bp - Books > £1bn (pre-rec)
Spread set at: 10.5yr: UKT+160bp - Books > £1bn (pre-rec)
Book Update: Books > £1bn
IPTs: 10.5yr: UKT+170/175bp

• Issuer: Rothesay Life Plc
• Ticker: ROTHLF
• LEI: MFQO711J5UPYBWXSPG12
• Issuer (Financial Strength) Ratings: A2 (stable) Moody's / A+ (stable) Fitch
• Expected Issue Ratings: Baa1 (Moody's) / BBB+ (Fitch)
• Instrument: Fixed Rate Subordinated Tier 2 Notes ("Notes")
• Form: Registered
• Principal Amount: £500m
• Ranking: Tier 2
• Reference Benchmark: UKT 4.625 03-Jul-37 (GB00BVP99905) / HR 97%
• Hedge Deadline: 14.20 UKT
• Status and Subordination: The Notes will constitute direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves. In the event of (A) the winding-up of the Issuer (other than an Approved Winding-up) or (B) the appointment of an administrator of the Issuer where the administrator has given notice that it intends to declare and distribute a dividend or (C) the liquidation or dissolution of the Issuer or any procedure similar to that described in sub-paragraph (A) or (B) occurring in respect of the Issuer (including, if applicable, any special insolvency procedure or special administration procedure pursuant to any applicable regime for the recovery and resolution of insurance firms and their affiliates) which has the effect of a winding-up or liquidation of the Issuer, the rights and claims of holders of the Notes will rank:
  • junior to the claims of Senior Creditors of the Issuer (including holders of Tier 3 Notes);
  • at least pari passu with all other subordinated obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital and all obligations which rank, or are expressed by their terms to rank, pari passu therewith; and
  • in priority to the claims of holders of: (a) all obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 1 Capital of the Issuer (and all obligations which rank, or are expressed by their terms to rank, pari passu therewith), and (b) all classes of share capital of the Issuer
• Solvency Condition: Other than in a winding-up (other than an Approved Winding-up) or administration of the Issuer or any other similar event or procedure which has the effect of a winding-up or liquidation of the Issuer, all payments under or arising from the Notes shall be conditional upon the Issuer being solvent (as such term is defined in the Conditions (as defined below)) at the time for payment by the Issuer, and no amount shall be due or payable under or arising from the Notes (including any damages awarded for breach of obligations thereunder) unless and until the Issuer could make such payment and still be solvent immediately thereafter (the "Solvency Condition"). Any payment which is not paid due to operation of the Solvency Condition will be deferred and will be payable as further provided in Condition 5(e) or Condition 6(b)as the case may be
• Waiver of Set-off: Subject to applicable law, no holder of a Note or the Trustee on its behalf may exercise, claim or plead any right of set-off, compensation, counterclaim or retention in respect of any amount owed to it by the Issuer in respect of, or arising under or in connection with the Notes and each Noteholder shall, by virtue of being the holder of any Note (or any beneficial interest therein), be deemed, to the extent permitted under applicable law, to have waived all such rights of set-off, compensation, counterclaim or retention
• Settlement Date: 09-Sep-26 (T+5)
• Maturity: 10.5 years
• Maturity Date: 09-Mar-37
• Issuer Call Option: Subject to Condition 6(b), the Solvency Condition and no Regulatory Deficiency Redemption Deferral Event having occurred and the pre-conditions to Redemption, Substitution, Variation or Purchase set out in Condition 6(j), at par at any time from (and including) 09-Sep-36 to (but excluding) the Maturity Date (6 month par call), in whole, but not in part
• Mandatory Insurance Group Parent Entity Substitution: Applicable in accordance with Condition 12(b)
• Coupon: [•]% per annum, Actual/Actual ICMA, payable annually in arrear, (short first coupon)
• Interest Payment Dates: 9 March in each year, commencing on 09-Mar-27 (short first coupon)
• Business Days: London
• Redemption price: 100%
• Mandatory Interest Deferral: The Issuer is required, subject to Condition 5(g), to defer any payment of interest on the Notes on each Mandatory Interest Deferral Date (being an Interest Payment Date in respect of which a Regulatory Deficiency Interest Deferral Event has occurred and is continuing or would occur if payment of interest were made on such Interest Payment Date). Any interest so deferred will together with any other interest in respect thereof not paid on an earlier Interest Payment Date, for so long as it remains unpaid, constitute "Arrears of Interest". Arrears of Interest will not themselves bear interest
• Optional Deferral of Interest: Not applicable
• Payment of Arrears of Interest by the Issuer: Arrears of Interest may, subject to certain conditions set out in Condition 5(e), be paid in whole or in part at any time at the election of the Issuer upon notice to Noteholders, and will in any event become due and payable by the Issuer, subject to certain conditions set out in Condition 5(e), upon the earliest of the dates set out in Condition 5(e)
• Non-deferral: The Issuer shall not be required to defer a payment of interest (including any Arrears of Interest) on a Mandatory Interest Deferral Date or any other date if the Issuer has received written permission from the Relevant Regulator (and the Relevant Regulator not having withdrawn its written permission) for the payment of the relevant interest (and/or Arrears of Interest) payment and satisfied the other conditions to payment as provided in Condition 5(g)
• Redemption Deferral: The Issuer is required to defer any scheduled redemption of the Notes (whether at maturity or if it has given notice of early redemption in the circumstances described in Conditions 6(c), 6(d), 6(e), 6(f) and 6(i)) or purchase of the Notes pursuant to Condition 6(h) if:
  • a Regulatory Deficiency Redemption Deferral Event has occurred and is continuing or would occur if the Notes were redeemed or purchased and the Issuer has not received prior written permission for the relevant redemption from the Relevant Regulator as contemplated in Condition 6(b)(i)(A);
  • the Notes cannot be redeemed or purchased in compliance with the Solvency Condition; and/or
  • the Relevant Regulator does not consent to, or give its permission for, the redemption (to the extent that consent or permission is then required by the Relevant Regulator or the Relevant Rules) or the Relevant Regulator objects to the redemption or such redemption otherwise cannot be effected in compliance with the Relevant Rules on such date
• Redemption, Substitution, Variation, Purchase and Options: Subject to Condition 6(b), the Solvency Condition and no Regulatory Deficiency Redemption Deferral Event having occurred and the pre-conditions to Redemption, Substitution, Variation or Purchase set out in Condition 6(j), redemption at the Issuer's option, at par and in full, upon the occurrence of a Tax Event, Capital Disqualification Event (full or partial exclusion from Tier 2 Capital) or Ratings Methodology Event (or if a Capital Disqualification Event or a Ratings Methodology Event will occur within the forthcoming period of six months), or if 75% or more of the Notes originally issued have been repurchased and cancelled (Issuer Clean-up Call). Subject to certain conditions including the pre-conditions to Redemption, Substitution, Variation or Purchase set out in Condition 6(j), upon the occurrence of a Tax Event, Capital Disqualification Event or Ratings Methodology Event (or if a Capital Disqualification Event or a Ratings Methodology Event will occur within the forthcoming period of six months), the Issuer may, at any time, (without the consent or approval of the Noteholders) either substitute all (but not some only) of the Notes for, or vary the terms of the Notes so that they remain or become, Qualifying Tier 2 Securities or Rating Agency Compliant Securities (as applicable)
• Pre-conditions to Redemption, Substitution, Variation or Purchase: Any redemption, substitution, variation or purchase of the Notes will, if and to the extent then required by the Relevant Rules, be conditional upon: (i) the Issuer being in continued compliance with the Regulatory Capital Requirements (if any) applicable to them; (ii) the Issuer having complied with all relevant legal or regulatory requirements, including (to the extent then required by the Relevant Regulator or the Relevant Rules) rules on notification to, or approval, permission or consent or the provision of non-objection from, the Relevant Regulator (and the Relevant Regulator not having withdrawn its approval, permission, consent or, as the case may be, non-objection); and (iii) compliance with certain other applicable requirements of the Relevant Rules regarding redemption, purchase, substitution or variation (as the case may be) of the Notes, as further set out in the Conditions
• Enforcement: No acceleration rights outside of (A) a winding-up (other than an Approved Winding-up) of the Issuer or (B) an administration of the Issuer or (C) the liquidation or dissolution of the Issuer or any procedure similar to that described in (A) or (B)
• Documentation: Information Memorandum dated 24-Jun-26 in respect of the £3,000,000,000 Euro Medium Term Note Programme, as supplemented by the Supplement dated 01-Sep-26 (the "Supplement"), including the "Terms and Conditions of the Tier 2 Notes" therein (the "Conditions"). Defined terms used herein and not otherwise defined have the meaning given in the Conditions
• Denominations: £100,000 + £1,000
• Governing Law / Listing: English law / Euronext Dublin (Global Exchange Market)
• Target Market: Manufacturer target market (MiFID II/ UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or UK PRIIPs KID/CCI Product Summary has been prepared as the Notes are not available to retail investors in the EEA or the UK
• Selling Restrictions: US Reg S, Cat 2, UK and the EEA – no sales to retail investors / Italy – no sales / Canada, Hong Kong, Japan / Singapore - Accredited Investors and Institutional Investors only / See also the Information Memorandum
• ISIN / Common Code: XS3495734744 / 349573474
• Schedule: Books open, Today's business
• Books Subject: 12.30 UKT / 13.30 CET
• Information Memorandum: This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129, the Public Offers and Admissions to Trading Regulations 2024 and the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook, and no such prospectus is required to be (or will be) prepared in connection with the Notes. No investment decision should be taken on the basis of the information contained in this announcement. Investors should not subscribe for or purchase the Notes except on the basis of information in the Information Memorandum, as supplemented (including the section 'Risk Factors' therein). The Information Memorandum and the Supplement have been and the Pricing Supplement for the Notes, when prepared will be made available on the website of the Issuer at: https://www.rothesay.com/about-us/financials/bondholder-information/
• Use of Proceeds: The net proceeds of the issue are expected to be used to fund general commercial and corporate activities of the Group
• Joint Lead Managers: Barclays (B&D), BNP Paribas, Lloyds, and Santander
• Settlement: Euroclear / Clearstream
• Fee: The JLMs will be paid a fee by the Issuer in respect of the placement of the securities. Details of the fee may be made available on request to investors participating in the transaction