Obligation SCOR Société Européenne 5.25% ( FR0013322823 ) en USD

SCOR Société Européenne

100 % ▲

France

FR0013322823 ( en USD )

5.25% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation SCOR SE FR0013322823 en USD 5.25%, échéance Perpétuelle

200 000 USD

625 000 000 USD

13/09/2026 ( Dans 162 jours )

SCOR SE est un groupe de réassurance mondial proposant des solutions de réassurance et de gestion des risques à un large éventail de clients.

L'Obligation émise par SCOR Société Européenne ( France ) , en USD, avec le code ISIN FR0013322823, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS DATED 9 MARCH 2018

SCOR SE
USD625,000,000 Perpetual Fixed Rate Resettable Restricted Tier 1 Notes
Issue Price: 100 per cent.
This prospectus constitutes a prospectus (the Prospectus) for the purposes of Article 5.3 of the Directive 2003/71/EC of the European Parliament and
of the Council dated 4 November 2003, as amended, which includes the amendments made by Directive 2010/73/EU of the European Parliament and
of the Council dated 24 November 2010 and by Directive 2013/50/EU of the European Parliament and of the Council dated 22 October 2013 (the
Prospectus Directive) and the relevant implementing measures in the Grand-Duchy of Luxembourg.
The USD625,000,000 perpetual fixed rate resettable restricted Tier 1 notes (the Notes) of SCOR SE (the Issuer or SCOR) will be issued on 13
March 2018 (the Issue Date) in the denomination of USD200,000 each. The Notes are deeply subordinated obligations of the Issuer, as further
specified in "Terms and Conditions of the Notes Status of the Notes".
The Notes are perpetual notes in respect of which there is no fixed maturity or redemption date. Holders of Notes have no right to require the Issuer to
redeem or purchase the Notes at any time. The Issuer shall be entitled to redeem the Notes only in accordance with the provisions specified in "Terms
and Conditions of the Notes -- Redemption, Purchase and Replacement". The Issuer shall have the right (subject, in particular, to the Prior Approval
of the Relevant Supervisory Authority) to redeem the Notes, in whole but not in part, on the First Call Date and 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) redeem the Notes at any time on the occurrence of certain events affecting the
withholding tax or deductibility treatment of the Notes or following a Rating Event, a Capital Disqualification Event, an Accounting Event or if the
conditions for a Clean-up Call are satisfied, as set out in "Terms and Conditions of the Notes -- Redemption, Purchase and Replacement".
Each Note will bear interest on its Prevailing Principal Amount (i) from (and including) the Issue Date to (but excluding) 13 March 2029 (the First
Call Date), at a fixed rate of 5.25 per cent. per annum payable semi-annually in arrear on 13 March and 13 September in each year, commencing on
13 September 2018 and (ii) from (and including) the First Call Date, at the relevant Reset Rate of Interest payable semi-annually in arrear on 13
March and 13 September in each year, commencing on 13 September 2029, as further specified in "Terms and Conditions of the Notes -- Interest".
The Issuer may elect at any time to cancel (in whole or in part) any Interest Payment (as defined herein) otherwise scheduled to be paid on an
Interest Payment Date and shall, save as otherwise permitted pursuant to the Conditions, cancel an Interest Payment upon the occurrence of a
Mandatory Interest Cancellation Event (as defined herein) with respect to that Interest Payment. The cancellation of any Interest Payment shall not
constitute a default or event of default for any purpose on the part of the Issuer. Any Interest Payment (or part thereof) which is cancelled in
accordance with the Conditions shall not become due and payable in any circumstances.
Upon the occurrence of a Trigger Event (as defined herein), any interest which is accrued and unpaid up to (and including) the Write-
Down Date (as defined herein) shall be automatically cancelled and the Issuer shall without the need for the consent of the Noteholders
write-down the Notes by reducing the Prevailing Principal Amount (as defined herein). A Write-Down (as defined herein) of the Notes shall
not constitute a default or an event of default in respect of the Notes or a breach of the Issuer's obligations or duties or a failure to perform
by the Issuer in any manner whatsoever, and shall not entitle Noteholders to petition for the insolvency or dissolution of the Issuer or to
take any other action. Following any reduction of the Prevailing Principal Amount, the Issuer may, at its discretion, increase the Prevailing
Principal Amount of the Notes on any date and in any amount that it determines in its discretion (either to the Principal Amount or to any
lower amount) provided that several conditions are met, as set out in "Terms and Conditions of the Notes Discretionary Reinstatement".
The Notes do not contain events of default.
The Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) is the competent authority in Luxembourg, pursuant to the
Prospectus Directive and the Luxembourg law on prospectuses for securities of 10 July 2005 as amended by a law dated 3 July 2012, for the purpose
of approving this Prospectus. 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) of the Luxembourg Stock Exchange. By approving this
Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the transaction or the solvency of the Issuer in line with the
provisions of article 7 (7) of the Luxembourg law on prospectuses for securities.
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 are expected to be rated A- by Standard & Poor's Credit Market Services France, a division of The McGraw-Hill Companies, Inc. (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. 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.
Copies of this Prospectus are available on the websites of the Luxembourg Stock Exchange (www.bourse.lu). Copies of 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 (www.scor.com).

i

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.
Joint Structuring Advisors
BNP Paribas
Citigroup
Joint Bookrunners and Joint Lead Managers
Barclays
BNP Paribas
Citigroup
Crédit Agricole CIB
Deutsche Bank
Natixis

ii

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.
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 of listing of the Notes on the Official List and admission to trading of the Notes
on the Regulated Market of the Luxembourg Stock Exchange, 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 5.3 of the Prospectus Directive and the
relevant implementing measures in the Grand Duchy of Luxembourg, 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.
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.

iii

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
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 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 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). 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 2002/92/EC (as amended, the Insurance Mediation Directive), 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 has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
Restrictions on marketing and sales to retail investors:
The Notes are not intended to be sold and should not be sold to retail clients in the European Economic
Area, as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and
Mutual Society Shares) Instrument 2015, as amended or replaced from time to time, other than in
circumstances that would not (were the Notes within the scope of such rules) give rise to a contravention
of those rules by any person.
The Notes are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities with features similar to the Notes to retail investors. In
particular, in June 2015, the UK Financial Conduct Authority published the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1
October 2015 (the PI Instrument). The rules set out in the PI Instrument (as such rules may be amended or
replaced from time to time) are referred to below as the PI Rules.
By purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial interest therein) from
the Issuer and/or any Joint Lead Manager, each prospective investor represents, warrants, agrees with, and
undertakes to, the Issuer and the Joint Lead Managers that:
1. it is not a retail client in the EEA (as defined in the PI Rules);
2. it will not:
(A) sell or offer the Notes (or any beneficial interest therein) to retail clients in the EEA; or

iv

(B) communicate (including the distribution of this Prospectus) or approve an invitation or inducement to
participate in, acquire or underwrite the Notes (or any beneficial interests therein) where that invitation or
inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in
the EEA (in each case within the meaning of the PI Rules),
in any such case other than (i) in relation to any sale or offer to sell Notes (or any beneficial interest therein)
to a retail client in or resident in the United Kingdom (the UK), in circumstances that would not (were the
Notes within the scope of the PI Rules) give rise to a contravention of the PI Rules by any person and/or (ii)
in relation to any sale or offer to sell Notes (or any beneficial interest therein) to a retail client in any EEA
member state other than the UK, where (a) it has conducted an assessment and concluded that the relevant
retail client understands the risks of an investment in the Notes (or such beneficial interest therein) and is
able to bear the potential losses involved in an investment in the Notes and (b) it has at all times acted in
relation to such sale or offer in compliance with MiFID II to the extent it applies to it or, to the extent MiFID
II does not apply to it, in a manner which would be in compliance with MiFID II if it were to apply to it; and
3. it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or
outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes (and any beneficial
interest therein), including (without limitation) any such laws, regulations and regulatory guidance relating
to determining the appropriateness and/or suitability of an investment in the Notes (or any beneficial interest
therein) by investors in any relevant jurisdiction.
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 public offering 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 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 and France; 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) US$, $,
USD, U.S. dollars and dollars refer to the currency of the United States of America (b) CHF refers to the
currency of Switzerland and (c) , 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)

v

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.

vi

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 and Total Investments.
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 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 34 to 37 of the 2016 DDR and pages 32 to
35 of the 2017 DDR.

vii

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.

viii

TABLE OF CONTENTS
Section
Page
Persons Responsible for the Information Given in the Prospectus ..................................................................... 1
Risk Factors ........................................................................................................................................................ 2
General Description of the Notes ..................................................................................................................... 39
Documents Incorporated by Reference ............................................................................................................ 58
Cross-Reference List ........................................................................................................................................ 59
Terms and Conditions of the Notes .................................................................................................................. 62
Use of Proceeds ................................................................................................................................................ 87
Description of the Issuer ................................................................................................................................... 88
Taxation ............................................................................................................................................................ 89
Subscription and Sale ....................................................................................................................................... 92
General Information ......................................................................................................................................... 95

ix

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
To the best knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), 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