Rothesay Life PLC
Indicative
Full Lot
Indicative price as of 05 Oct 2026, 4:00pm
Ask Yield to Worst
Bid Yield to Worst
Ask Yield to Maturity
Bid Yield to Maturity
Bond Issuer
Rothesay Life PLC
Guarantor
-
Announcement Date
25 Nov 2025
Issue Date
03 Dec 2025
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 8.663
Modified Duration
6.191 @ 05 Oct 2026
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
7.000
Coupon Type
Variable
Annual Coupon Rate
7.000
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Reference Rate
Reset Date: 03 December 2035 and every 5 years thereafter
Reset Rate: 5 years UST + Initial Margin (2.991%)
ISIN
XS3221874160
CUSIP
DA8319190
Bond Currency
USD
Total Issue Size
500,000,000
Min. Investment Quantity (Nominal)
USD 200,000
Incremental Quantity (Nominal)
USD 1,000
Bond Type
Corporate
Bond Sector
Financials
Bond Sub Sector
Insurance
Issuer Credit Rating (S&P/ Fitch)
***/ A
Bond Credit Rating (S&P/ Fitch)
***/ BBB
Shariah Compliant
No
Exchange Listed
Others
Automatic Conversion
Effective upon, and following, the Automatic Conversion, the Issuer’s obligation to repay the principal amount outstanding of each Note shall, without any further action required on the part of the Issuer or the Trustee, be irrevocably released in consideration for the delivery of the Conversion Shares and shall be cancelled and Noteholders shall not have any rights against the Issuer (whether in an Issuer Winding-Up or otherwise) with respect to: (i) repayment of the principal amount of the Notes or any part thereof; (ii) the payment of any interest on the Notes for any period; or (iii) any other amounts arising under or in connection with the Notes and/or the Trust Deed (other than rights to claim in respect of the Conversion Shares to which the Noteholders become entitled upon Automatic Conversion).
“Automatic Conversion” means the irrevocable and automatic (without the need for the consent of Noteholders or the Trustee) release by the Noteholders of all of the Issuer’s obligations under the Notes with effect immediately following the determination that a Trigger Event has occurred (unless the Relevant Regulator has waived such Automatic Conversion in the circumstances set out in Condition 6(a)) as specified in the relevant Trigger Event Notice including, without limitation, the release of the full principal amount of each Note on a permanent basis in consideration of the Issuer's issuance of the Conversion Shares to the Conversion Shares Depositary (or to such other relevant recipient as contemplated in Condition 6) (on behalf of the Noteholders) at the then prevailing Conversion Price and the cancellation of all accrued and unpaid interest and any other amounts (if any) arising under or in connection with the Notes and/or the Trust Deed.
Trigger Event
A Trigger Event shall occur if at any time:
(i) the amount of Own Fund Items eligible to cover any applicable Solvency Capital Requirement of the Issuer or the Insurance Group is equal to or less than 75 per cent. of such Solvency Capital Requirement;
(ii) the amount of Own Fund Items eligible to cover any applicable Minimum Capital Requirement of the Issuer or the Insurance Group is equal to or less than such Minimum Capital Requirement; or
(iii) a breach of any applicable Solvency Capital Requirement of the Issuer or the Insurance Group has occurred and such breach has not been remedied within a period of three months from the date on which the breach was first observed.
Subject as more fully described in the Conditions, Interest Payments shall not be made by the Issuer in the following circumstances:
(i) the cancellation of such Interest Payment, or such Interest Payment not becoming due and payable, in accordance with the provisions described under “Mandatory Cancellation of Interest Payments” below;
(ii) the Issuer’s exercise of its discretion otherwise to cancel such Interest Payment (or relevant part thereof) as described under “Interest Payments Discretionary” below; or
(iii) the cancellation of payments of accrued interest in accordance with the provisions described under “Automatic Conversion” below.
Any Interest Payment (or relevant part thereof) which is cancelled or does not become due and payable in accordance with the Conditions shall not accumulate or be payable at any time thereafter and such cancellation or non-payment shall not constitute a default or event of default for any purpose.
Mandatory Cancellation of Interest Payments
To the extent required by the Relevant Rules from time to time, subject to certain limited exceptions as further described hereunder, if any event has occurred and is continuing which means that the Issuer must cancel (in whole or in part) an Interest Payment which would otherwise be due in respect of the Notes (in order that the Notes qualify, and/or on the basis that the Notes are intended to qualify, as Tier 1 Capital under the Relevant Rules) the Issuer shall cancel such Interest Payment on the Notes including, without limitation and as applicable, if:
(i) the Solvency Condition is not met at the time for payment of such Interest Payment, or would cease to be met immediately following, and as a result of making, such Interest Payment (having regard also to any Additional Amounts payable with respect thereto);
(ii) there is non-compliance with any applicable Solvency Capital Requirement at the time for payment of such Interest Payment, or non-compliance with any applicable Solvency Capital Requirement would occur immediately following, and as a result of making, such Interest Payment (having regard also to any Additional Amounts payable with respect thereto);
(iii) there is non-compliance with any applicable Minimum Capital Requirement at the time for payment of such Interest Payment, or non-compliance with any applicable Minimum Capital Requirement would occur immediately following, and as a result of making, such Interest Payment (having regard also to any Additional Amounts payable with respect thereto);
(iv) the amount of such Interest Payment, together with any Additional Amounts payable with respect thereto, when aggregated together with any interest payments or distributions which have been paid or made or which are scheduled simultaneously to be paid or made on all Tier 1 Own Funds (excluding any such payments which do not reduce the Issuer’s Distributable Items and any payments already accounted for by way of deduction in determining the Issuer’s Distributable Items) since the end of the latest financial year of the Issuer and prior to, or on, such Interest Payment Date, would exceed the amount of the Issuer’s Distributable Items as at the Interest Payment Date in respect of such Interest Payment;
(v) an Insolvent Insurer Winding-up has occurred and is continuing at the time for payment of such Interest Payment; or
(vi) the Issuer is otherwise required by the Relevant Regulator or under the Relevant Rules to cancel the relevant Interest Payment.
First Reset Date : mean 03 December 2035;
Subject to certain conditions, if at any time a Capital Disqualification Event has occurred and is continuing, or as a result of any change to the Relevant Rules (or change to the interpretation of the Relevant Rules by any court or authority entitled to do so), a Capital Disqualification Event will occur within the forthcoming period of six months, then the Issuer may, at its option (without any requirement for the consent or approval of the Noteholders), either:
(i) redeem all (but not some only) of the Notes at any time at their principal amount outstanding together with (to the extent that such interest has not been cancelled in accordance with the Conditions) any accrued and unpaid interest to (but excluding) the date of redemption; or
(ii) substitute at any time all (but not some only) of the Notes for, or vary at any time the terms of the Notes so that they become or remain, Rating Agency Compliant Securities,
provided, however, that no such notice of redemption, substitution or variation shall be given more than 12 months following the occurrence of the Ratings Methodology Event.
A “Ratings Methodology Event” will be deemed to occur if at any time there occurs a change in (or clarification to) the methodology of any Rating Agency (or in the interpretation by such Rating Agency of such methodology) after the Specified Date as a result of which the “equity credit” (or such other nomenclature as may be used by such Rating Agency from time to time to describe the degree to which the terms of an instrument are supportive of an issuer’s senior obligations in terms of either leverage or total capital) assigned by such Rating Agency to the Notes is, as notified by the Rating Agency to the Issuer or as published by such Rating Agency, reduced when compared to (A) the “equity credit” first assigned by such Rating Agency (or its predecessor) to the Notes on or around the Issue Date or (B) (if this is lower) the lowest “equity credit” assigned by such Rating Agency (or its predecessor) to the Notes at the time of, or in connection with, any issue of Further Notes pursuant to Condition 17.
Cash Flow Information