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AXA Capital/Financing Update 2021

Apr 1, 2021

1135_iss_2021-04-01_e01872a8-0409-4522-89f0-452ce17045b8.pdf

Capital/Financing Update

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Paris, April 1, 2021

AXA announced the successful placement of Euro 1 billion of subordinated green bonds due 2041

AXA announced today the successful placement of its first subordinated green bonds, which will be issued under AXA Group's newly established Sustainability Bond Framework.

"AXA was amongthe first companies in the finance industry to adopt an ambitious climate s t ra tegy a nd we a re committed to accelerate our actions towards a low-carbon economy. With the recent publication of AXA's Sustainability Bond Framework and with the issuance of our first green bond,we continue with our p eers t o s et new standards for climate finance and to contribute to the ongoing growth of this asset class" said Alban de Mailly Nesle, Chief Risk and Investment Officer of AXA.

In 2019, AXA launched a new phase of its climate strategy and doubled its green investment target to Euro 24 billion by 2023. With this issuance, the Groupfurtherincreases this target by Euro 1 billion to Euro 25 billion.

An amount equivalent to the proceeds of the green bond issuance will be exclusively used to finance or refinance eligible Green Projects in the following eligible Green Categories: Green Buildings, Renewable Energy, Clean Transportation, Energy Efficiency and Natural Resources / Sustainable Forestry, as set out and defined in AXA Group's Sustainability Bond Framework.

Sustainalytics has provided a second party opinion on AXA Group's Sustainability Bond Framework, av ail able on www.axa.com. In line with the green bond market standards (ICMA's Green Bond Principles), AXA will publish an allocation and impact report annually to track the financing of Green Projects and their associated positive environmental impacts.

Financial conditions

This issuance is consistent with the Group's expectations for debtgearing overits 2020 – 2023 strategic plan, as communicated at AXA's 2020 Investor Day.

This first green subordinated bond issuance to institutional investors is due 2041. The initial fixed coupon has been set at 1.375% per annum until the end of the 6-month call window period (October 2031), when it will become a floating coupon based on 3-month EURIBOR plus a margin including a 100 basis points step up.

Investor demand was strong with more than 100 institutional investors participating, mainly asset m anagers, insurers and pension funds essentiallyacross Europe.

The bonds will be treated as capital from a regulatory and rating agencies' perspective within applicable limits. The transaction has been structured for the bonds to be eligible as Tier 2 capital under Solvency II.

The bonds are expected to be rated BBB+/Stable by Standard & Poor's, A3(hyb)/Stable by Moody's and BBB/Stable by Fitch. Settlement of the bonds is expected to take place on April 7, 2021.

ABOUT THE AXA GROUP

The AXA Group is a worldwide leader in insurance and asset management, with 153,000 empl oye e s serving 105 million clients in 54 countries. In 2020, IFRS revenues amounted to Euro 96.7billion and underlying earnings to Euro 4.3 billion. AXA had Euro 1,032 billion in assets under management as of December 31, 2020.

The AXA ordinary share is listed on compartment A of Euronext Paris under the ticker symbol CS (ISN FR 0000120628 – Bloomberg: CS FP – Reuters: AXAF.PA). AXA's American Depository Share is also quoted on the OTC QX platform under the ticker symbol AXAHY.

The AXA Group is included in the main international SRI indexes, such as Dow Jones Sustainability Index (DJSI) and FTSE4GOOD.

It is a founding member of the UN Environment Programme's Finance Initiative (UNEP FI) Principle s for Sustainable Insurance and a signatory of the UN Principles for Responsible Investment.

This press release and the regulated information made public by AXA pursuant to article L. 451-1-2 of the French Monetary and Financial Code and articles 222-1 et seq. of the Autorité des marchés financiers' General Regulation are available on the AXA Group website (axa.com).

THIS PRESS RELEASE IS AVAILABLE ON THE AXA GROUP WEBSITE axa.com

FOR MORE INFORMATION:

Investor Relations: +33.1.40.75.48.42
Andrew Wallace-Barnett: +33.1.40.75.46.85
François Boissin: +33.1.40.75.39.82
Aayush Poddar: +33.1.40.75.59.17
Mikaël Malaganne: +33.1.40.75.73.07
Mathias Schvallinger: +33.1.40.75.39.20
Shuqi Ye: +33.1.40.75.58.44

Individual Shareholder Relations: +33.1.40.75.48.43

+33.1.40.75.46.74
+33.1.40.75.59.80
+33.1.40.75.46.68
+33.1.40.75.97.24
+33.1.40.75.71.97

Corporate Responsibility strategy:

axa.com/en/about-us/strategy-commitments

SRI ratings:

axa.com/en/investor/sri-ratings-ethical-indexes

IMPORTANT LEGAL INFORMATION AND CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained herein may be forward-looking statements including, but not limited to, statements that are predictions of or indicate future events, trends, plans, expectations or objectives. 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 coul d c ause AXA's actual results to differ materially from those expressed or implied in such forward looking statements. Please refer to Part 5 - "Risk Factors and Risk Management" of AXA's Universa l Re g i str a ti on Document for the year ended December 31, 2020 (the "2020 Universal Registration Document") for a description of certain important factors, risks and uncertainties that may affect AXA's business and/ or results of operations, particularly in respect of the Covid-19 crisis. AXA undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new informat i on, future events or circumstances or otherwise, except as required by applicable laws and regulations.

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sa l e in a ny jurisdiction in which 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 pr ess 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 re qui r ed 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. AXA does not accept any liability to a ny 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 of securities. Potential investors should consult a professional adviser as to the suitability of the Notes referred to herein for the person concerned.

This press release and the information it contains may not be published, released, forwarded, transmittedor distributed, directly or indirectly, in or into the United States (including i ts te r ri t ori e s a nd 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 Delegate d R eg ul a ti on (EU ) 2019/979 of March 14, 2019, as amended. Investors in the European Economic Area ("EEA") who wish to obtain informationon the terms and conditions of the Notes, and determine whether or not t he y may, and wish to, subscribe thereto are urged to read, and refer exclusively to, the prospectus to be submitted by AXA SA for approval to the Luxembourg Financial Markets Authori t y (Com mi ssi on 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 AXA's website (www.axa.com, Section "Investors", sub-section "Legal Information & Financing", pages "Listed Notes (EMTN)" or "Listed Notes (other)") a nd on the website of the Luxembourg Stock Exchange (www.bourse.lu). 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 a ct i on ha s be en or w il l 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 w ho i s one (or mor e) 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, whe r e t ha t customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified investor" as defined in the Prospectus Regulation; and (b) the expression "offe r " 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 "PRIIPsRegulation") for offering or selling the N ote s, or othe r wi se 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 m ay be unl a wful 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 (Withdraw a l ) Ac t 2 01 8 (t he "U K P rospe c tus 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 gene r al publ i c i n t he United Kingdom. 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 direc te d a t a nd m ay onl y 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 ) hi g h ne t wor th 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 United Kingdom (toget he r be i ng r efe r re d to a s "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 wi l l 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 a ct i on ha s be en or w il l be undertaken to offer, sell or otherwise make available any Notes, to any retail investor in the UK. For the purposes of thisprovision 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; or (iii) not a "qualified investor" as defined in the UK Prospectus Regulation. 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 N ot e s, 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 i n the U K m ay be unlawful under the UK PRIIPs Regulation.