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*** Swiss Re Ltd $ 2050-NC-2025 RegS Sub - IPTs 6% area ***
Issuer: Demeter Investments B.V.
Security: - Swiss Re Ltd ("SRL") Loan Notes
- the Facility
- a portfolio of principal and/or interest strips of USTs
Currency/Size: US$ Benchmark
Expected Rating BBB+ (S&P)
IPTs: 6% area
Ranking: Subordinated
Settlement: [13] November 2015
Maturity: [15] August 2050
Loan Notes Issuer Calls (subject to FINMA approval): On [•] August 2025* and
each interest payment date thereafter; Redemption at par
in case of Special Tax, Recalculation, Regulatory,
Accounting and Ratings Methodology Event
Coupon: Annual, fixed [•]% until [•] August 2025. Then 3mUS$ LIBOR
plus the Margin payable quarterly (no step-up) First Coupon Payment Date: [15] August 2016 Loan Notes Coupon Deferral: Optional subject to Pusher Event (cumulative);
Mandatory upon Solvency Event if required by FINMA
(cumulative)
Payment of Loan Notes Deferred Interest: At SRL's discretion, and required
upon optional exchange, redemption, liquidation,
distribution on or repurchase of shares, junior securities
or parity securities, all subject to no SRL Solvency Event
occurring and FINMA's approval
Pusher Event: 6 months look back with regards to SRL's dividends or
interest payments on or a repurchase of junior or parity
securities of SRL
Solvency Event: Group solvency ratio <100% SST; SRL unable to pay debts to
its senior creditors; or SRL’s assets do not exceed
liabilities
Denominations: US$ 200,000 + US$ 1,000 thereafter
Governing law: English law
Form: Registered
Listing: Irish Stock Exchange (regulated market)
Joint Books: BAML, Citi, CS (B&D), JPM, MS
ISIN: [TBC]
Timing: Today's Business, books open
Selling restrictions: Reg S only (for life), TEFRA not applicable. Any sales
of the Notes must be made in compliance with all
applicable selling restrictions and as per the prospectus,
in particular in Denmark, France, Hong Kong, Italy, The
Netherlands, Norway, Portugal, Singapore, Spain,
Switzerland, United Kingdom and United States
Note:
- Expect re-offer price to be set at par; pricing indications reference the
annual coupon level, rather than a yield
- Term sheet assumes notes are fully drawn. Please refer to the prospectus for
the full and detailed terms.