Swiss Re Launches Rights Offer to Fund GEIS Purchase

April 27, 2006

Swiss Re announced the launch of its planned $1 billion rights issue to fund its purchase of GE Insurance Solutions (GEIS). In addition, the company provided further information on its forthcoming hybrid capital offerings. The company stressed that no public offering is being made in the U.S., Japan or Australia.

“The nominal share capital shall be increased through the offering of 18,946,632 newly registered shares,” said the announcement. They’ll be offered at market to existing shareholders on a 1 to 17 ratio. The “rights will not be tradable and will lapse if not exercised,” Swiss Re noted. “The subscription period for the rights offering will last from 28 April to 8 May 2006, 12.00 CEDT. The rights offering will be made by way of public offerings to existing shareholders in Switzerland, Belgium, Germany, Ireland, Liechtenstein, Luxembourg, the Netherlands, Spain and the United Kingdom.

“Shares not taken up through the exercise of rights will be available in a global offering to support the target of $1.0 billion,” the announcement continued. “This global offering will comprise public offerings in Switzerland, Belgium, Germany, Ireland, Luxembourg, the Netherlands, Spain and the United Kingdom and private placements to institutional investors in certain other jurisdictions in compliance with applicable securities laws.”

Concerning the hybrid debt offerings, Swiss Re said: “Dresdner Kleinwort Wasserstein, HSBC and UBS Investment Bank will act as joint bookrunning lead managers on a Reg S euro-denominated transaction. The offering will be structured using a repackaging vehicle (ELM B.V.), which will issue perpetual step-up notes secured by perpetual subordinated loan notes to be issued by Swiss Reinsurance Company.

“Concurrently with the euro offering, Swiss Re will offer perpetual subordinated preferred securities in US dollars under Rule 144A to certain investors in the United States and under Regulation S to certain investors outside the United States. Bank of America, JP Morgan and UBS Investment Bank will act as joint bookrunning lead managers.

“The benchmark-size euro and US dollar issues are expected to be rated A1 by Moody’s and A by Standard and Poor’s.”

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