Issuance of $750m of 6.875% Ancillary Tier 1 notes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT. SEE "DISCLAIMER" BELOW.

· Issuance of $750m of 6.875% Ancillary Tier 1 notes

· Very strong investor demand with final order book exceeding $7.5bn (10x oversubscribed)

· Innovative transaction marks the first Tier 1 issuance by a Bermudan insurer

· Further reinforces the Group's financial flexibility and capital position whilst broadening its investor base

HAMILTON, BERMUDA - Resolution Life, a global life insurance group focusing on reinsurance and the acquisition and management of portfolios of life insurance companies, today announces the issuance of listed debt.

RLGH Finance Bermuda Ltd, issued $750m of 6.875% Ancillary Tier 1 notes (the "Notes"), which are guaranteed by Resolution Life Group Holdings Ltd. The Notes are perpetual and non-callable prior to 19 May 2032. The initial interest rate will be reset on 19 November 2032 and every five years thereafter, subject to a floor of 6.875% and certain other conditions. The Notes qualify as Tier 1 regulatory capital and have been assigned an instrument rating of Baa3 by Moody's and BBB by Fitch. Application has been made for the Notes to be admitted to trading on the International Securities Market of the London Stock Exchange.

The issuance represents the next stage of the Group's funding journey following two successful Tier 2 note offerings ($500m Tier 2 notes issued in July 2024 and $750m Tier 2 notes issued in July 2025). The timing of this transaction follows the completion of Nippon Life's acquisition of Resolution Life and subsequent upgrades of the Group's issuer credit ratings by Moody's to Baa1 (positive outlook) and Fitch to A- (stable outlook).

Resolution Life intends to use the net proceeds from the offering for general corporate purposes, which may include funding of acquisitions, entry into reinsurance arrangements, repayment of indebtedness, working capital and other business opportunities.

Jonathan Moss, Chief Financial Officer of Resolution Life, commented:

"We were delighted with the overwhelming success of our inaugural Ancillary Tier 1 bond, which also represents the first such transaction from Bermuda in the capital markets. The strong investor reception and support of over 175 investors who participated reflects the strength of our business model and recent deal activity. With Nippon Life as a parent, we remain excited by the opportunity in the attractive global life and annuity consolidation market. With strong growth prospects and a robust balance sheet, we remain well positioned to protect the financial futures of our policyholders. We thank both our new and existing long-term investors for their trust and support in Resolution Life."

ABN Amro, Bank of America Securities, HSBC, J.P. Morgan, Morgan Stanley, NatWest and Wells Fargo Securities acted as Joint Lead Managers on the transaction. 

ENDS

Notes to Editors:

About Resolution Life

Resolution Life is a global life insurance group focusing on reinsurance and the acquisition and management of portfolios of life insurance policies. Part of the Nippon Life group, Japan's largest life insurer, Resolution Life currently manages c.$75bn of assets and has operations in Bermuda, the U.S., the U.K., and Singapore. Since 2003 to date, prior Resolution entities together with Resolution Life have deployed c.$20bn in the global insurance industry and served the needs of c.15m policyholders. Backed by a single, well-capitalised parent, Resolution Life is a safe and reliable partner for insurers. The company is focused on:

· Providing capital for growth and mitigating long-term risk so the industry can respond to the needs of policyholders

· Supporting primary insurers with new sales

· Serving existing policyholders and delivering benefits in a secure environment

www.resolutionlife.com 

Media Enquiries

Debt Investor Relations

Colin Ault Head of Corporate Finance

Julia van Tuyll Head of Investor Relations

+44 (0)20 7661 3600 [email protected]

Temple Bar Advisory

Alex Child-Villiers / Sam Livingstone / Alistair de Kare-Silver / Juliette Packard

+44 (0)20 7183 1190 / [email protected]

Disclaimer

The distribution of this announcement may be restricted by law and any person into whose possession this press release comes should inform themselves about and observe any restrictions. This announcement is not directed to, and is not intended for distribution to or use by, any person or entity in any jurisdiction where such distribution, publication or use would be contrary to law or regulation or which would require any registration within such jurisdiction. This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for the Notes, nor shall there by any offer, solicitation or sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).

 A rating is not a recommendation to buy, sell or hold the notes and may be subject to suspension, reduction or withdrawal at any time.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy securities.

Neither this announcement nor the offering memoranda prepared in respect of the Notes constitutes a prospectus for the purposes of Part VI of the Financial Services and Markets Act 2000, Regulation (EU) 2017/1129 or that Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), and no such prospectus has been or will be prepared.

Manufacturer target market (UK MiFIR and EU MIFID II product governance) is eligible counterparties and professional clients only (all appropriate distribution channels). No key information document (KID) under Regulation (EU) No. 1286/2014 or that Regulation as it forms part of UK domestic law by virtue of the EUWA has been prepared as the Notes are not available to retail investors in the European Economic Area or the United Kingdom.

This announcement does not constitute nor form a part of any offer or solicitation to purchase or subscribe for securities in Singapore or elsewhere. The Notes referred to herein have not been and will not be offered or sold or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

This announcement contains certain forward-looking statements regarding the intent, belief or current expectations of Resolution Life and its management team. Any such forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties. Actual events and results may differ materially from those projected in the forward-looking statements as a result of various factors. Resolution Life does not undertake any obligation to update any forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, to reflect any change in its expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements, except as required by law.