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Public Tender Offer

Helvetia and Nationale Suisse have taken the decision to come together and create a new insurance group. The closing of ranks between the two companies will see the establishment of a strong Swiss insurance group with first-class prospects.

Offer Restrictions

The following offer restrictions do not apply to shareholders either headquartered or resident in Switzerland. As such, these parties may click directly on “Accept” at the end of this text and in doing so gain access to the offer documentation.


The public tender offer described on this website and the documents available on this website (the Offer) will not be made, directly or indirectly, in any country or jurisdiction, in which the Offer would be illegal or would otherwise violate any applicable law or ordinance, or which would require Helvetia Holding AG (Helvetia) to change the terms or conditions of the Offer in any way, to submit any additional filing to, or to perform any additional action in relation to, any governmental, regulatory or legal authority. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer must not be distributed in or sent to any such countries or jurisdictions. Any such documents must not be used for the purpose of soliciting the sale or purchase of securities of Schweizerischen National- Versicherungs-Gesellschaft AG (Nationale Suisse) or Helvetia by any person or entity resident or incorporated in any such country or jurisdiction.

United States of America:

The Offer will not be made directly or indirectly by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America (hereinafter the U.S. meaning the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia) and may only be accepted outside the U.S. This includes, but is not limited to, facsimile transmission, telex or telephones. The offer prospectus and any other offering materials with respect to the Offer must not be distributed in nor sent to the U.S. and must not be used for the purpose of soliciting the sale or purchase of any securities of Nationale Suisse, from anyone in the U.S. Helvetia is not soliciting the tender or exchange of securities of Nationale Suisse by any holder of such securities in the U.S. Securities of Nationale Suisse will not be accepted from holders of such securities in the U.S. Any purported acceptance of the offer that Helvetia or its agents believe has been made in or from the U.S. will be invalidated. Helvetia reserves the absolute right to reject any and all acceptances determined by them not to be in the proper form or the acceptance of which may be unlawful.

A person tendering securities into this Offer will be deemed to represent that such person (a) is not a U.S. person, (b) is not acting for the account or benefit of any U.S.person, and (c) us not in or delivering the acceptance from, the United States.

This communication is not an offer of securities for sale or purchase in the United States.

The securities to be issued pursuant to the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), nor under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the U.S., except pursuant to an exemption from the registration requirements of the U.S. Securities Act and the applicable state securities laws. Neither this communication nor the Offer does constitute an offer to sell or the solicitation of an offer to buy any securities in the U.S. or in any other jurisdiction in which such an offer or solicitation would be unlawful. Securities may not be offered or sold in the U.S. absent registration or an exemption from registration. Helvetia will not register or make a public offer of its securities, or otherwise conduct the public exchange offer, in the U.S.

United Kingdom:

The offer documents in connection with the Offer are not for distribution to persons whose place of residence, seat or usual place of residence is in the United Kingdom. This does not apply to persons (i) have professional experience in matters relating to investments, (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc») of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as «relevant persons»). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

Australia, Canada and Japan:

The Offer is not addressed to shareholders of Nationale Suisse whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the Offer.

European Economic Area:

This Offer is only being made within the European Economic Area (EEA) pursuant to an exemption under Directive 2003/71/EC (together with any applicable adopting or amending measures in any relevant member state (as amended and defined below), the Prospectus Directive), as implemented in each member state of the EEA (each a «relevant member state»), from the requirement to publish a prospectus that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Directive as implemented in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive. Accordingly, in the EEA, the Offer and documents or other materials in relation to the Offer and the shares in Helvetia (the Offer or Shares) are only addressed to, and are only directed at, (i) qualified investors («qualified investors») in the relevant member state within the meaning of Article 2(1)(e) of the Prospectus Directive, as adopted in the relevant member state, and (ii) persons who hold, and will tender, the equivalent of at least EUR 100,000 worth of Nationale Suisse-shares (the Target Shares) in exchange for the receipt of Offer or Shares (collectively, «permitted participants»). This Offer Prospectus may not be acted or relied upon by persons in the EEA who are not permitted participants, and each Target Shareholder seeking to participate in the Offer that is resident in the EEA will be deemed to have represented and agreed that it is a qualified investor or that it is tendering the equivalent of EUR 100,000 worth of Target Shares in exchange of Offer or Shares.

I have read and understood the above and I am authorised to access the documents in connection with the offer referred to above.

J'ai lu et compris le texte ci-dessus et suis autorisé à obtenir l'accès aux documents en relation avec l'Offre.

Information on the tender offer:
Transaction Timetable
Date Event  
07.07.2014 Announcement of transaction  
08.08.2014 Publication of offer prospectus  
25.08.2014 Start of main offer period*  
17.09.2014 Extraordinary Helvetia Shareholders' Meeting in order to approve the issue of new shares to shareholders  
19.09.2014 End of main offer period*  
26.09.2014 Start of additional offer period*    
29.09.2014 Extraordinary Nationale Suisse Shareholders' Meeting  
09.10.2014 End of additional offer period*    
20.10.2014 Completion of transaction*; issue of new Helvetia shares to the shareholders of Nationale Suisse and payment of cash component  
22.10.2014 Cash settlement in case of (share) fractions*