Obbligazione SCOR Société Européenne 1.375% ( FR0013535101 ) in EUR

SCOR Société Européenne

100 EUR ▲

Francia

FR0013535101 ( in EUR )

1.375% per anno ( pagato 1 volta l'anno)

16/09/2051

Prospetto opuscolo dell'obbligazione SCOR SE FR0013535101 en EUR 1.375%, scadenza 16/09/2051

100 000 EUR

300 000 000 EUR

17/09/2026 ( In 166 giorni )

SCOR SE è un gruppo di riassicurazione globale che offre soluzioni di riassicurazione e di gestione del rischio a compagnie assicurative e altri clienti istituzionali.

L'obbligazione SCOR SE con codice ISIN FR0013535101, emessa in Francia per un ammontare totale di ?300.000.000, con scadenza il 16/09/2051, cedola del 1,375% pagabile annualmente, quotazione attuale al 100% in EUR e taglio minimo di ?100.000 è attualmente negoziata sul mercato.

PROSPECTUS DATED 15 SEPTEMBER 2020

SCOR SE
300,000,000 Fixed to Reset Rate Subordinated Notes due 17 September 2051
Issue Price: 98.911 per cent.
This prospectus constitutes a prospectus (the Prospectus) for the purposes of Article 6 of Regulation (EU) 2017/1129, as amended (the Prospectus
Regulation). The Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF), as competent authority in
Luxembourg under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility
and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer and of the quality of
the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
The 300,000,000 fixed to reset rate subordinated notes due 17 September 2051 (the Notes) of SCOR SE (the Issuer or SCOR) will be issued on 17
September 2020 (the Issue Date) in the denomination of 100,000 each. The Notes constitute direct, unconditional, unsecured and ordinarily
subordinated obligations of the Issuer, as further specified in "Terms and Conditions of the Notes Status of the Notes".
Unless previously redeemed or purchased and cancelled in accordance with the terms and conditions of the Notes, the Notes will be redeemed at their
Principal Amount (i.e. 100,000 per Note) on 17 September 2051 if the Conditions to Redemption and Purchase are satisfied and otherwise as soon as
the Conditions to Redemption and Purchase are satisfied as further specified in "Terms and Conditions of the Notes -- Redemption and Purchase". The
Issuer shall have the right (subject, in particular, to the Prior Approval of the Relevant Supervisory Authority and provided the Conditions to Redemption
and Purchase are satisfied) to redeem the Notes, in whole but not in part, on any date during the period commencing on (and including) 17 March 2031
(the First Call Date) and ending on (and including) the First Reset Date or on any Interest Payment Date thereafter as further specified in "Terms and
Conditions of the Notes -- Redemption and Purchase". In addition, the Issuer may (subject, in particular, to the Prior Approval of the Relevant
Supervisory Authority and provided the Conditions to Redemption and Purchase are satisfied) redeem the Notes at any time following a Rating Event,
a Capital Disqualification Event, or an Accounting Event or if the conditions for a Clean-up Call are satisfied, or for taxation reasons, as set out in
"Terms and Conditions of the Notes -- Redemption and Purchase".
Each Note will bear interest on its outstanding Principal Amount (i) from (and including) the Issue Date to (but excluding) 17 September 2031 (the
First Reset Date), at a fixed rate of 1.375 per cent. per annum payable annually in arrear on 17 September in each year, commencing on 17 September
2021 and (ii) from (and including) the First Reset Date to (but excluding) the Redemption Date, at the relevant Reset Rate of Interest payable annually
in arrear on 17 September in each year, commencing on 17 September 2032, as further specified in "Terms and Conditions of the Notes -- Interest".
Payment of interest on the Notes shall, in certain circumstances, be deferred, as set out in "Terms and Conditions of the Notes -- Interest --
Interest Deferral".
The Notes do not contain events of default or a negative pledge.
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the Official List and admitted to trading on the Regulated
Market (within the meaning of Directive 2014/65/EU, as amended) of the Luxembourg Stock Exchange.
The Notes will be issued in dematerialised bearer form (au porteur). Title to the Notes will be evidenced in accordance with Article L.211-4 et seq. of
the French Code monétaire et financier by book-entries (inscription en compte) in the books of Account Holders. No physical document of title
(including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the Notes. The
Notes will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of the Account Holders, as set out in "Terms and
Conditions of the Notes Denomination, Form and Title of the Notes".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or under any securities law
of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to U.S. persons (as defined in Regulation
S under the Securities Act) except in transactions exempt from or not subject to the registration requirements of the Securities Act and in compliance
with any applicable state securities laws. Accordingly, the Issuer is offering the Notes only to non-U.S. persons outside the United States in offshore
transactions within the meaning of and in reliance upon Regulation S under the Securities Act (Regulation S).
The Notes have been rated A by S&P Global Ratings Europe Limited (S&P). As at the date of this Prospectus, S&P is established in the European
Union and is registered under the Regulation (EC) No. 1060/2009 of the European Parliament and of the Council dated 16 September 2009, on credit
rating agencies, as amended by Regulation (EU) No. 513/2011 (the CRA Regulation). As such, S&P is included in the list of credit rating agencies
published by the European Securities and Markets Authority (ESMA) on its website (at https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk) in accordance with the CRA Regulation. According to the S&P definitions, obligations rated 'A' are more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its
financial commitments on such obligations is still strong. A credit rating is not a recommendation to buy, sell or hold securities and may be suspended,
revised or withdrawn by the rating agency at any time without notice.
This Prospectus and all documents incorporated by reference in this Prospectus are available (i) on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and (ii) on the website of the Issuer (https://www.scor.com/en/bonds).
An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by reference
in this document and, in particular, the information set out in the section entitled "Risk Factors" before making a decision to invest in the
Notes.
Structuring Advisor

BNP PARIBAS
Joint Bookrunners and Joint Lead Managers
BNP PARIBAS
CITIGROUP
CRÉDIT AGRICOLE CIB
NATIXIS

i

Certain information contained in this Prospectus and/or documents incorporated herein by reference has been
extracted from sources specified in the sections where such information appears. The Issuer confirms that such
information has been accurately reproduced and that, so far as it is aware and is able to ascertain from
information published by the above sources, no facts have been omitted which would render the information
reproduced inaccurate or misleading. The Issuer has also identified the source(s) of such information.
Any websites included in the Prospectus are for information purposes only and do not form part of the
Prospectus unless information from that website is incorporated by reference herein.
References to the Group, unless otherwise specified herein in the Terms and Conditions of the Notes, are to
the Issuer, together with its consolidated subsidiaries.
This Prospectus is to be read in conjunction with any supplement that may be published between the date of
this Prospectus and the date falling twelve months after the approval of this Prospectus, and all documents
which are incorporated herein by reference (see the section entitled "Documents Incorporated by Reference").
This Prospectus shall be read and construed on the basis that such documents are incorporated in, and form
part of, this Prospectus.
The Joint Bookrunners and Joint Lead Managers (as defined in the section entitled "Subscription and Sale",
herein the Joint Lead Managers) have not independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Joint Lead Managers as to the accuracy or completeness of any of the information
contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in
connection with the issue and sale of the Notes.
This Prospectus constitutes a prospectus for the purpose of Article 6 of the Prospectus Regulation, in respect
of, and for the purposes of, giving information with regard to, the Issuer, the Group and the Notes which,
according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the
Issuer and the Group, the rights attaching to the Notes and the reason for the issuance and its impact on the
Issuer.
In connection with the issue and sale of the Notes, no person is or has been authorised by the Issuer or the
Joint Lead Managers to give any information or to make any representation not contained in or not consistent
with this Prospectus and if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or the Joint Lead Managers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances
imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date
hereof or that there has been no change in the affairs of the Issuer or those of the Group since the date hereof
or the date upon which this Prospectus has been most recently supplemented or that there has been no adverse
change in the financial position of the Issuer or that of the Group since the date hereof or the date upon which
this Prospectus has been most recently supplemented or that any other information supplied in connection
with the issue and sale of the Notes is correct as of any time subsequent to the date indicated in the document
containing the same.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or the Joint Lead Managers that any recipient of this Prospectus or any other
information supplied in connection with the issue and sale of the Notes should purchase any Notes. Neither
this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
constitutes an offer or invitation by or on behalf of the Issuer or the Joint Lead Managers to any person to
subscribe for or to purchase any Notes.
In making an investment decision regarding the Notes, prospective investors should rely on their own
independent investigation and appraisal of (a) the Issuer, the Group, their business, their financial condition
and affairs and (b) the terms of the offering, including the merits and risks involved. The content of this

ii

Prospectus is not to be construed as legal, business or tax advice. Each prospective investor should consult its
own advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes and the
suitability of investing in the Notes in light of its particular circumstances. The Joint Lead Managers do not
undertake to review the financial condition or affairs of the Issuer or the Group after the date of this Prospectus
or to advise any investor or potential investor in the Notes of any information coming to the attention of the
Joint Lead Managers. Potential investors should, in particular, read carefully the section entitled "Risk
Factors" set out below and the documents incorporated by reference into this Prospectus before making a
decision to invest in the Notes.
MIFID II product governance / Professional investors and ECPs only target market - Solely for the purposes
of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking
into account the five categories referred to in item 18 of the Guidelines published by the European Securities
and Markets Authority (ESMA) on 5 February 2018, has led to the conclusion that: (i) the target market for
the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, MiFID II); and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
distributor) should take into consideration the manufacturers' target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of
the Notes (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA and UK retail investors - The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area (EEA) or in the United Kingdom (UK). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for
offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
Singapore Securities and Futures Act Product Classification In connection with Section 309B(1)(c) of the
Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the SFA)
and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the CMP
Regulations 2018), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section
309A(1) of the SFA), the classification of the Notes as prescribed capital markets products (as defined in the
CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice
on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
Any Notes will only be offered and sold in Singapore in compliance with the SFA.
Any Notes will only be offered and sold in Hong Kong in compliance with the Securities and Futures Ordinance
(Cap. 571) of Hong Kong.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer and the Joint Lead Managers do not represent that this Prospectus may be lawfully distributed, or
that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Joint
Lead Managers which would permit a non-exempt offer of any Notes or distribution of this Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly
or indirectly, and none of this Prospectus, any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any applicable
laws and regulations. Persons into whose possession this Prospectus or any Notes may come must inform

iii

themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering
and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or
sale of Notes in the United States, the United Kingdom, France and Singapore; see the section entitled
"Subscription and Sale".
This Prospectus is being provided for informational use solely in connection with the consideration of a
purchase of the Notes to qualified purchasers in offshore transactions complying with Rule 903 or Rule 904
of Regulation S under the U.S. Securities Act. Its use for any other purpose is not authorised. This Prospectus
may not be copied or reproduced in whole or in part, nor may it be distributed or any of its contents be
disclosed to anyone other than the prospective investors to whom it is being provided.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to (a) USD refers
to the currency of the United States of America (b) CHF refers to the currency of Switzerland and (b) , Euro,
EUR or euro are to the single currency of the participating member states of the European Economic and
Monetary Union which was introduced on 1 January 1999.
In connection with the issue of the Notes, BNP Paribas (herein referred to as the Stabilising Manager, (or
persons acting on behalf of the Stabilising Manager), may over-allot or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail but in doing
so the Stabilising Manager shall act as principal and not as agent of the Issuer. However, stabilisation may
not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the final terms of the offer of the Notes is made and, if begun, may cease at any time, but it must
end no later than the earlier of thirty (30) calendar days after the issue date of the Notes and sixty (60) calendar
days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted
by the Stabilising Manager (or person(s) acting on its behalf) in accordance with all applicable laws and rules.

iv

PRESENTATION OF CERTAIN FINANCIAL INFORMATION
CERTAIN NON-IFRS MEASURES
The Group uses certain non-IFRS measures throughout the Prospectus in addition to the financial performance
measures prepared under IFRS. A non-IFRS financial measure is defined as one that measures historical or
future financial performance, financial position or cash flows but which excludes or includes amounts that
would not be so adjusted in the most comparable IFRS measure. These measures include Return on Invested
Assets, Total Invested Assets, Total Investments, Group Cost Ratio, Return on Equity, Net Combined Ratio
and Life Technical Margin.
Non-IFRS measures should not be considered in isolation from, or in substitute for, financial information
presented in compliance with IFRS. Non-IFRS measures as reported by the Group may not be comparable to
similarly titled amounts reported by other companies. The non-IFRS measures discussed in the Prospectus are
used in the internal management of the Group, along with the most directly comparable IFRS financial
measures, in evaluating operating performance, financial position and cash flows. The non-IFRS measures are
not audited. The Group's management believes that these non-IFRS measures, when considered in conjunction
with IFRS measures, accurately reflect the Group's economic performance and enhance investors' and
management's overall understanding of the Group's performance.
For further details on reconciliation with the IFRS data see pages 35 to 39 and pages 43 to 45 of the 2018
DDR, pages 34 to 37 and pages 41 to 43 of the 2019 URD and pages 38, 42 and 43 of the 2020 HYFR.

v

FORWARD-LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements including, but not limited to, statements
that are predictions of or indicate future events, trends, business strategies, expansion and growth of operations
plans or objectives, competitive advantage and regulatory changes, based on certain assumptions and include
any statement that does not directly relate to a historical fact or current fact. The Issuer and the Group may
also make forward-looking statements in its audited annual financial statements, in its interim financial
statements, in its prospectuses, in press releases and other written materials and in oral statements made by its
officers, directors or employees to third parties. Forward-looking statements are typically identified by words
or phrases such as, without limitation, "anticipate", "assume", "believe", "continue", "estimate", "expect",
"foresee", "intend", "may increase" and "may fluctuate" and similar expressions or by future or conditional
verbs such as, without limitation, "will", "should", "would" and "could". Undue reliance should not be placed
on such statements, because, by their nature, they are subject to known and unknown risks, uncertainties, and
other factors and actual results may differ materially from any future results, performance or achievements
expressed or implied by such forward-looking statements. Please refer to the section entitled "Risk Factors"
below.
SCOR operates in a continually changing environment and new risks emerge continually. Forward-looking
statements speak only as of the date they are made and SCOR does not undertake any obligation to update or
revise any of these forward-looking statements, to reflect new information, future events or circumstances or
otherwise. These forward-looking statements do not constitute profit forecasts or estimates under the
Commission Delegated Regulation 2019/980 supplementing the Prospectus Regulation.

vi

TABLE OF CONTENTS
Section
Page
Persons Responsible for the Information Given in the Prospectus ..................................................................... 1
Risk Factors ........................................................................................................................................................ 2
General Description of the Notes ..................................................................................................................... 15
Documents Incorporated by Reference ............................................................................................................ 35
Cross-Reference List ........................................................................................................................................ 36
Terms and Conditions of the Notes .................................................................................................................. 41
Use and Estimated Net Amount of Proceeds .................................................................................................... 65
Description of the Issuer ................................................................................................................................... 66
Recent Developments ....................................................................................................................................... 67
Taxation ............................................................................................................................................................ 71
Subscription and Sale ....................................................................................................................................... 73
General Information ......................................................................................................................................... 76

vii

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
To the best knowledge of the Issuer, the information contained in this Prospectus is in accordance with the
facts and contains no omission likely to affect its import. The opinions and intentions expressed in this
Prospectus with regard to the Issuer are honestly held. The Issuer accepts responsibility for the information
contained in this Prospectus.

1

RISK FACTORS
The Notes are being offered to professional investors only and are not suitable for retail investors. Investors
should not purchase the Notes in the primary or secondary markets unless they are professional investors.
Investing in the Notes involve risks.
Prior to making an investment decision, prospective investors in the Notes offered hereby should consider
carefully, among other things and in light of their financial circumstances and investment objectives, all
the information of this Prospectus (including information incorporated by reference herein) and, in
particular, the risks factors set forth below and those on pages 130 to 144 of the 2019 URD and on pages
11 to 13 of the 2020 HYFR incorporated herein by reference. The Issuer believes that the following factors
may affect its ability to fulfil its obligations under the Notes and may be material for the purpose of
assessing the market risks associated with Notes. All of these factors are contingencies which may or may
not occur.
Factors which the Issuer believes are specific to the Issuer and/or the Notes and material for an informed
investment decision with respect to investing in the Notes are also described below.
The Issuer believes that the factors described below and those on pages 130 to 144 of the 2019 URD and
on pages 11 to 13 of the 2020 HYFR incorporated herein by reference represent the principal risks inherent
in investing in the Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with any Notes may be caused by events the occurrence of which, in the view of the Issuer, is so
unlikely that they should not be considered significant risks based on information currently available to the
Issuer or which it may not currently be able to anticipate.
Prospective investors should make their own independent evaluation of all risk factors contained in this
section.
In each category below the Issuer sets out first the most material risk, in its assessment, taking into account
the expected magnitude of their negative impact and the probability of their occurrence.
Words and expressions defined in the section entitled "Terms and Conditions of the Notes" herein shall
have the same meanings in this section.

RISK FACTORS RELATING TO THE ISSUER
Risk factors relating to the Issuer are set out in detail on pages 130 to 144 of the Issuer's 2019 URD and on
pages 11 to 13 of the Issuer's 2020 HYFR, which are incorporated by reference in this Prospectus.
The risk factors contained in the 2020 HYFR should be categorised as follows by reference to the categories
included in the 2019 URD :

2020 HYFR risk factor
2019 URD risk factor category
Epidemiological and medical uncertainties
Strategic Risks (Risques stratégiques)
(Incertitudes épidémiologiques et médicales)
Social and economic uncertainties (Incertitudes
Strategic Risks (Risques stratégiques)
économiques et sociales)
Impacts on underwriting activities (Impacts sur
Underwriting risks related to the P&C and life
les activités de souscription)
reinsurance businesses (Risques de souscription
liés à l'activité de réassurance vie et non-vie)
Impacts on invested assets (Impacts sur les actifs
Market risks (Risques de marché)
investis)

2

Other risks (Autres risques)
Credit risks (Risques de credit), Liquidity
risks (Risques de liquidité) and Operational
risks (Risques opérationnels)

Risks related to future macroeconomic
Strategic Risks (Risques stratégiques)
developments (Risques liés aux développements
macroéconomiques futurs)
3