FWD GROUP HOLDINGS LIMITED LAUNCH OF TENDER OFFER

Key Takeaways:

• FWD Group Holdings Limited is targeting US$900 million in 8.40% Subordinated Notes due 2029.
• The offer price is US$1,016.5 for every US$1,000 in principal amount.
• The tender covers “any and all” of the outstanding Notes.
• FWD Group may issue new U.S. dollar-denominated subordinated dated capital securities.
• Legal restrictions apply, with disclaimers emphasizing conditions for distribution.

Background of the Tender Offer

FWD Group Holdings Limited has commenced a tender offer for its outstanding 8.40% Subordinated Notes due 2029. According to the official announcement, the issuer aims to purchase “any and all” of the Notes at a principal amount totaling US$900 million. This move underscores FWD Group’s focus on active balance-sheet management and reflects its broader financing strategy.

Offer Details and Purchase Terms

On September 15, 2025, the Issuer began accepting tenders for the Notes, offering US$1,016.5 per US$1,000 in principal amount. Noteholders who accept the offer and whose Notes are successfully purchased will also receive accrued interest. The company underscores that the Offer is made under conditions outlined in the Tender Offer Memorandum, which can be accessed on the designated transaction website, subject to eligibility confirmation.

New Capital Securities

In tandem with the buyback, FWD Group Holdings Limited has announced its intention to issue new U.S. dollar-denominated subordinated dated capital securities, pending market conditions. While no official offer for the new securities is made within the tender announcement itself, the company makes it clear that any decision to purchase such securities should rest on the information in its existing offering circular, supplemented by upcoming pricing documents.

Distribution Restrictions and Disclaimers

The announcement notes that it is neither an offer to buy nor a solicitation to sell securities in jurisdictions where such actions would be unlawful. Legal restrictions may apply, particularly regarding the public offering of securities. FWD Group, alongside Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited, disclaims any responsibility for the accuracy or completeness of the announcement once it is distributed in certain jurisdictions.

Preference in Allocation

The Issuer also mentions it may give preference to existing noteholders who participate in the tender offer when allocating any future issuance of new capital securities. This preference, at the company’s sole discretion, underscores a strategic link between FWD Group’s repurchase of current debt and its prospective fundraising initiatives.

Noteholders are expected to familiarize themselves with the full range of disclaimers and restrictions set forth by the Issuer to ensure compliance with all regulatory requirements.