Acquisition
Chesnara PLC
05 May 2005
NOT FOR RELEASE OR DISTRIBUTION IN THE US, CANADA, AUSTRALIA, THE REPUBLIC OF
IRELAND OR JAPAN
Chesnara plc ('Chesnara' or 'the Company')
Proposed acquisition of Irish Life (UK) Holdings plc and placing and open offer
to raise approximately £22 million
Highlights:
Acquisition
• Proposed acquisition of the holding company of City of Westminster
Assurance Company Limited ('CWA'), from Irish Life & Permanent plc
• CWA operates a closed life assurance and pensions book
• Cash consideration for the acquisition is £47.5 million
• Acquisition subject to FSA and shareholder approval
Fundraising
• Proposed placing and open offer to raise c.£22 million
• The placing and open offer has been fully underwritten by Numis
Securities Limited
• An Extraordinary General Meeting to approve the acquisition and to enable
the placing and open offer to proceed will take place on 31 May 2005
Graham Kettleborough (Chief Executive) of Chesnara, commented:
'This is an important first strategic step for Chesnara. We have acquired a
well-established run-off book, with cash flows which will help support our
objective of delivering steady, long term income to our investors. Since the
successful outsourcing of our back office at the beginning of the year, we have
looked at a number of opportunities and see real attractions in City of
Westminster. It matches our business profile well, will give us access to
additional management resources and, as an established run-off business, has
future surplus flows which can be predicted with a reasonable degree of
certainty. This is a good deal for Chesnara and its shareholders.'
Peter Fitzpatrick (Group Finance Director) of Irish Life & Permanent, commented:
'We've been looking at our strategic choices for the company for some time.
While we've been happy with the financial performance of the business, it had no
long term strategic significance for us and, therefore, it was incumbent on us
to explore other options. We're very happy with the deal we've reached with
Chesnara which we believe meets the needs of both policyholders in City of
Westminster Assurance and our own shareholders. We look forward to a continuing
relationship with the business through ILIM's involvement in the fund management
of the book.'
Enquiries:
Chesnara plc Tel: +44 (0) 7799 407519
Graham Kettleborough, Chief Executive
Numis Securities Limited
(Financial advisers and broker to Chesnara) Tel: +44 (0) 20 7776 1500
Malcolm Strang
Lee Aston
Cubitt Consulting
(Public relations advisers to Chesnara) Tel: +44 (0) 20 7367 5100
Michael Henman
Irish Life & Permanent plc Tel: +353 1 704 2000
David Went, Group Chief Executive
Peter Fitzpatrick, Group Finance Director
Hawkpoint Tel: +44 (0) 20 7665 4500
(Financial advisers to Irish Life & Permanent)
Hugh Elwes
Rupert Pepper
MRPA Consultants Tel: +353 1 678 8099
(Public relations advisers to Irish Life & Permanent)
Ray Gordon
This announcement, for which the directors of Chesnara plc are responsible, has
been issued by Chesnara plc This announcement does not constitute an offer of
securities for sale in the United States. The New Shares may not be offered or
sold in the United States, Canada, Australia, The Republic of Ireland or Japan
absent registration or an exemption from registration.
Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Chesnara
plc and for no one else in connection with this matter. Numis Securities Limited
will not be responsible to anyone other than Chesnara plc for providing the
protections afforded to the customers of Numis Securities Limited, nor for
providing advice in relation to the contents of this announcement or any matter
referred to herein.
Hawkpoint Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Irish
Life & Permanent plc and for no one else in connection with this matter.
Hawkpoint Partners Limited will not be responsible to anyone other than Irish
Life & Permanent plc for providing the protections afforded to the customers of
Hawkpoint Partners Limited, nor for providing advice in relation to the contents
of this announcement or any matter referred to herein.
Proposed acquisition of Irish Life (UK) Holdings plc
Proposed placing and open offer of 18,333,333 New Shares at 120p per Share,
incorporating an Open Offer of 8,625,545 New Shares on the basis of 1 New Share
for every 10 Existing Ordinary Shares
1. Introduction
Further to the announcement, on 25 April 2005, that Chesnara was in discussions
with Irish Life & Permanent, the boards of Chesnara and Irish Life & Permanent
are pleased to announce that they have entered into an agreement for Chesnara to
acquire the entire issued and to be issued share capital of Irish Life (UK)
Holdings plc ('Irish Life Holdings'). Irish Life Holdings is ultimately a
subsidiary of Irish Life & Permanent and is the holding company of City of
Westminster Assurance Company Limited, which operates a life assurance and
pensions book that is effectively closed to new business. The consideration for
the acquisition is £47.5 million, which will be paid in cash on Completion.
The Consideration will be financed by a mixture of existing cash resources of
Chesnara, new bank facilities which have been arranged for the purposes of the
Acquisition and by a placing and open offer to raise approximately £22 million
(before expenses).
In view of the size of the Acquisition in relation to Chesnara, the Acquisition
is conditional, inter alia, on the approval of Shareholders, which will be
sought at an Extraordinary General Meeting of the Company. The placing and open
offer will be conditional, inter alia, upon shareholder approval and the passing
of the resolution to approve the Acquisition.
2. Information on Chesnara
Detailed information on Chesnara is set out in Appendix 2 to this announcement.
3. Information on Irish Life Holdings and on CWA
Irish Life Holdings is ultimately a subsidiary of Irish Life & Permanent. Its
principal function is as a holding company for CWA, which operates a life
assurance book in the UK which is effectively closed to new business. In
addition, Irish Life Holdings owns Irish Life UK Trustees, which acts as trustee
to some of CWA's pension policies but has no other trading activities.
CWA's life assurance business consists of unit-linked and non-profit policies
only. The business includes protection plans, mortgage endowments, savings
plans, single premium bonds, pension policies and permanent health insurance
policies. As at 31 December 2004, there were approximately 86,000 policies in
force, with approximately 53 per cent. being regular premium policies.
Approximately 86 per cent. of these policies were unit-linked.
Policies within the CWA book were sourced from two main sources - approximately
66,000 of the current policies were originally sold by Irish Life Assurance's UK
branch and these were included in a transfer of business from Irish Life
Assurance to CWA at the end of 1996. The balance was written by City of
Westminster Assurance Company and City of Westminster Assurance Society. These
two companies were acquired by the Irish Life group in 1993, and subsequently
merged to form CWA.
The book was closed to new business in December 1995 but CWA still accepts a
small volume of new business where an existing policyholder has a contractual
entitlement. This includes regular and single premium increments to existing
plans, rebates received from the Department of Work and Pensions in relation to
the State Second Pension and vesting annuities when pension policyholders reach
their retirement age.
CWA's key business objective is to maintain maximum shareholder profitability at
minimum risk through the efficient and compliant administration of the existing
book. The company is based in Luton and employs nine permanent employees in its
retained operations. These operations include management of the company's
outsourcing arrangements, governance, compliance, actuarial, finance, risk
management and statutory/regulatory reporting functions.
The outsourcing arrangements are as follows:
• Administration and IT support functions are outsourced to CSC. This
includes premium collection, claims payments, policyholder enquiries, record
keeping, customer services and relevant control functions. This agreement
has been in place since February 1999, and relevant CWA staff transferred to
CSC as part of the agreement; and
• Irish Life Investment Managers provide investment management services for
both the unit-linked and non-linked funds, under an intra-group arrangement.
The services include fund management, fund accounting and unit pricing.
Following completion, it is intended that these arrangements will continue to
operate in substantially the same form as at present. The nine permanent
employees of CWA will be retained within the Chesnara Group. Irish Life
Investment Managers (which is not part of the CWA Group and therefore not part
of the Acquisition) will continue to provide investment management services on a
similar basis to those provided currently.
In the year ended 31 December 2004, the CWA Group achieved a pre-tax profit of
£7.4 million on net premium income (earned premiums, net of reinsurance) of
£39.8 million. Total assets of the CWA Group as at 31 December 2004 were £825.0
million, including assets held to cover linked liabilities of £664.3 million. As
at 31 December 2004, the embedded value of the CWA Group (using the current
assumptions of its directors) was £59.6 million after payment of the dividend in
respect of 2004 to Irish Life & Permanent of £4.6 million.
4. Background to and reasons for the Acquisition
Since listing in May 2004, Chesnara has indicated that it would consider
opportunities for consolidation. To this end the Directors have looked at a
number of potential acquisitions and believe that CWA offers a suitable and
attractive opportunity for shareholders, policyholders and management. In
particular:
• CWA is approximately 40 per cent. of the size of Chesnara and therefore
CWA represents both a manageable and sizeable addition;
• Chesnara is ungeared with a clean capital position, no significant
regulatory issues, a substantial surplus in solvency capital and minimal
with profits exposure. CWA also has a clean capital position, no significant
regulatory issues and no with profits exposure;
• Chesnara is the only 'pure play' listed life company and has no
substantial asset management operations. It concentrates solely on the
management of the closed life book. CWA also outsources its asset management
and concentrates on managing the closed life book;
• Chesnara has recently outsourced its back office and transferred 184 staff
under a TUPE arrangement to Liberata Financial Services Limited. CWA
outsourced its back office to CSC in 1999;
• Chesnara's strategic operating model envisions a virtual office with
acquisitions being transferred in under Part VII of FSMA 2000 arrangements,
thereby maintaining a focussed and skilled management team. The Directors
believe the experience of the CWA team will be valuable in progressing this
model;
• Chesnara and CWA's business mix are similar, being predominantly
unit-linked and non-linked;
• Chesnara's management are experienced in the run-off of life books as
demonstrated by, for example, their successful integration of the Premium
Life business, which was acquired in 1995. Chesnara's business model is to
offer fair service and value to policyholders and the Directors believe that
there is a cultural fit in this respect with CWA's activities since closing
to new business; and
• The Directors believe that the acquisition will enhance the short, medium
and long-term cash flow of the Enlarged Group.
The Directors believe that Chesnara, with its well capitalised financial
structure and simple operating model based on working with blue chip outsourcing
partners will provide greater security to both Chesnara and CWA's policyholders.
The Directors also believe that Chesnara's strategy of controlled growth through
value-enhancing acquisition should further increase security through increased
scale and should also reduce costs with benefits being passed on, where
appropriate, to policyholders. Furthermore, the Directors are confident that the
fact that Chesnara's sole focus is the professional, efficient and effective
management of the run off of life companies will provide a further measure of
confidence.
5. Current trading and prospects of the Enlarged Group
As a company that has been in run off for a number of years, CWA's future
surplus flows can be predicted with a reasonable degree of certainty. Chesnara
is less mature as a run off business and therefore it has, in the past, suffered
from volatile results. In its results for the year ended 31 December 2004, it
was noted that 'In the first six months of the year the results were adversely
affected by mortgage endowment mis-selling claims experience. However, the
considered action taken in response to this challenge resulted in a more
positive second half.''
Since the year end, the Company has continued to benefit from strong surplus
flows and the Directors look forward with confidence to the year ahead. With the
addition of the more predictable surplus flow from CWA added to the recent
improvement in Chesnara's financial performance, the Board is confident that the
Enlarged Group can deliver a stable and progressive dividend flow to
Shareholders.
6. Principal terms of the Acquisition
The Acquisition will be effected pursuant to the terms of the Acquisition
Agreement. The consideration for the Acquisition is £47.5 million, payable in
cash on completion.
The Acquisition is conditional, inter alia, on:
(a) Admission;
(b) the FSA approving the change of control of the CWA Group; and
(c) Shareholder approval.
The Directors expect that the Acquisition will complete on or around 2 June 2005
(assuming that all conditions are satisfied). The Financial Services and Markets
Act 2000 requires the FSA to process a notification of proposed change of
control of a regulated business within 3 months from the date of receipt of a
valid notification but the Directors believe that this condition should be
satisfied prior to the end of the three month period.
7. Details of the Placing and Open Offer
General
The Company is proposing to raise approximately £22 million before expenses
(approximately £20.8 million net of expenses) through the Placing and Open
Offer, which have been fully underwritten by Numis.
The New Shares will represent, in aggregate, approximately 17.5 per cent. of the
enlarged issued ordinary share capital on Admission. The New Shares will be
issued credited as fully paid and will rank in full for all dividends and
distributions declared, paid or made on the Ordinary Shares after their issue
and otherwise pari passu in all respects with the Existing Ordinary Shares.
The Placing and Open Offer are conditional, inter alia, upon:
(a) the passing of the Resolution;
(b) the Placing Agreement becoming unconditional and not having been
terminated in accordance with its terms;
(c) the Acquisition Agreement being completed in accordance with its terms;
(d) Admission by no later than 10 August 2005.
The Placing
The Placing comprises an issue of 9,707,788 New Shares at 120p per share (to
raise approximately £11.65 million gross) to institutional and other investors.
The Placing is fully underwritten by Numis.
The Placing Shares have been placed by Numis on behalf of the Company at the
Issue Price and are being placed firm (that is, not subject to clawback under
the Open Offer).
The Placing is conditional upon, inter alia, admission of the Placing Shares and
the Open Offer Shares to the Official List and to trading on the London Stock
Exchange's market for listed securities, all conditions to the Acquisition being
satisfied (except for Admission) and the Acquisition Agreement not having been
rescinded or terminated in accordance with its terms prior to Admission.
The Placing Shares shall rank pari passu in all respects with the Existing
Ordinary Shares. The Placing Shares will be issued in registered form, may be
held in uncertificated form and are/will be eligible for settlement within
CREST.
The Open Offer
The Open Offer of 8,625,545 New Shares at 120p per share (to raise approximately
£10.35 million gross) is being made by Numis Securities Limited as an agent for
and on behalf of Chesnara. The Open Offer is being fully underwritten by Numis.
Numis has conditionally placed the Open Offer Shares, subject to clawback to the
extent that valid applications are received from Qualifying Shareholders under
the Open Offer.
Under the Open Offer, the Open Offer Shares are being offered to Qualifying
Shareholders at 120p per share, payable in full on application on the following
basis:
1 Open Offer Share for every 10 Existing Ordinary Shares held on the Record Date
and so in proportion for any other number of Existing Ordinary Shares held on
the Record Date. Where appropriate, the entitlements of Qualifying Shareholders
will be rounded down to the nearest whole number of Open Offer Shares.
The Open Offer (and the placing of the Open Offer Shares) is conditional upon,
inter alia, Admission, all conditions to the Acquisition being satisfied (except
for Admission) and the Acquisition Agreement not having been rescinded or
terminated in accordance with its terms prior to Admission.
The Open Offer Shares shall rank pari passu in all respects with the Existing
Ordinary Shares. The Open Offer Shares will be issued in registered form, may be
held in uncertificated form and will be eligible for settlement within CREST.
Shareholders should be aware that the Open Offer is not a rights issue and that
entitlements to New Shares under the Open Offer will not be tradable or sold in
the market for the benefit of those who do not apply under the Open Offer.
Application Forms are personal to shareholders and may not be transferred except
to satisfy bona fide market claims.
8. Use of proceeds
The Directors intend that the net proceeds of the Placing and of the Open Offer
(amounting to approximately £20.8 million) will be applied to part finance the
consideration payable for the Acquisition. The Placing and Open Offer are
conditional upon the Acquisition proceeding to completion.
9. Directors' intentions
The executive directors have undertaken to take up their entitlements under the
Open Offer, representing, in aggregate, 3,343 New Shares. The non-executive
Directors (who have beneficial interests in Ordinary Shares) have undertaken not
to take up their entitlements under the Open Offer, representing, in aggregate,
13,020 New Shares. These New Shares have been placed firm by Numis pursuant to
the Placing and Open Offer Agreement.
A prospectus, which will include a notice convening the EGM, will be posted to
Shareholders in due course.
10. Expected timetable of principal events
Record date for the Open Offer 29 April 2005
Latest time and date for receipt of completed Forms of Proxy 11.00a.m. on 27 May 2005
Latest time and date for splitting of Application Forms (to satisfy bona fide market 3.00p.m. on 24 May 2005
claims only)
Latest time and date for receipt of Application Forms and payment in full under the Open 3.00p.m. on 26 May 2005
Offer
EGM 31 May 2005
Date of Admission 2 June 2005
Expected date for crediting of CREST Accounts 2 June 2005
Despatch of share certificates in respect of New Shares to be held in certificated form 9 June 2005
Appendix 1
Definitions
The following definitions shall apply to other words and phrases used in this
announcement, except where the context requires otherwise.
''Acquisition'' The proposed acquisition of Irish Life (UK) Holdings PLC;
''Acquisition Agreement'' The agreement dated 4 May 2005 between (1) the Company and (2) Irish Life relating
to
the acquisition of Irish Life (UK) Holdings;
''Admission'' Admission of the New Shares to (i) listing on the Official List; and (ii) trading
on
the London Stock Exchange's markets for listed securities;
''Board'' or ''Directors'' the directors of Chesnara
''Chesnara'' or ''the Company'' Chesnara plc, incorporated and registered in England and Wales under the Companies
Act
with registered number 4947166;
''Chesnara Group'' Chesnara its subsidiary undertakings;
''Chesnara Shares'' ordinary shares in Chesnara, having a nominal value of 5 pence each;
''Chesnara Shareholders'' or '' holders of Chesnara Shares;
Shareholders''
''EGM'' or ''Extraordinary General an extraordinary general meeting of Chesnara, notice of which will be set out in
the
Meeting'' prospectus to be sent to Shareholders;
''Existing Ordinary Shares'' the 86,255,452 Ordinary Shares currently in issue;
'Irish Life & Permanent' Irish Life & Permanent plc
'Irish Life Holdings' Irish Life (UK) Holdings PLC
''Issue Price'' 120 p per New Share;
''London Stock Exchange'' the London Stock Exchange plc or any registered investment exchange for the
purposes of
the Financial Services and markets Act 2000 which may take over the function of
the
London Stock Exchange plc;
''Numis'' Numis Securities Limited;
''Official List'' the Official List of the UK Listing Authority;
''Open Offer'' the conditional invitation made by Numis, acting as agent for the Company, to
Qualifying Shareholders to subscribe for the New Shares at the Issue Price on the
terms
and conditions to be set out in the Prospectus to be issued by the Company in
relation
to the Placing and Open Offer and the Acquisition and the accompanying application
form;
''Open Offer Shares'' the 8,625,545 New Shares conditionally placed by Numis, subject to clawback to
satisfy
valid applications by Qualifying Shareholders under the Open Offer;
''Overseas Shareholders'' Shareholders resident in, or citizens of jurisdictions outside of the UK;
''Placing'' the placing by Numis of the New Shares at the Issue Price pursuant to the Placing
Agreement;
''Placing Agreement'' the conditional agreement dated 4 May 2005 between (1) Numis and (2) the Company,
further details of which will be set out in the Prospectus;
''Placing Shares'' the 9,707,788 New Shares that have been placed firm by Numis, pursuant to the
Placing
Agreement;
''Proposals'' the Acquisition and the Placing and Open Offer;
''Qualifying Shareholders'' holders of Existing Ordinary Shares on the register of members as at the Record
Date
(other than certain Overseas Shareholders to whom the Open Offer will not be
extended);
''UK'' or ''United Kingdom'' the United Kingdom of Great Britain and Northern Ireland;
''UK Listing Authority'' the Financial Services Authority acting in its capacity as the competent authority
for
the purposes of Part VI of the Financial Services and Markets Act 2000 and in the
exercise of its functions in respect of the admission to the Official List
otherwise
than in accordance with Part VI of the Financial Services and Markets Act 2000;
''US'' the United States of America;
''US Securities Act'' the United States Securities Act of 1993, as amended.
Appendix 2
Information on Chesnara
Chesnara, which was listed on the Official List on 25 May 2004, was formed to
become the holding company of the life assurance activities formerly owned by
Countrywide Assured Group plc (''CAG''). Chesnara's principal subsidiary,
Countrywide Assured plc (''CA'') was established in 1988 as the life assurance
division of CAG, selling mortgage-related life assurance products through CAG's
financial services division. In 1995, CA acquired Premium Life Assurance Company
Limited, a life assurance company, and integrated it into its existing
operations. In August 2002, CAG entered into a distribution agreement with
Friends Provident Life and Pensions Limited (''Friends Provident''), which
resulted in new business being switched to Friends Provident in August 2003. As
part of these arrangements, the Company continued to write significant volumes
of protection business under a reinsurance agreement with Friends Provident from
September 2002 to August 2003, at which point CAG's business was placed directly
with Friends Provident. Following the consequent substantial closure to new
business CA continues to administer an existing portfolio of some 208,000
policies which, by number are 38 per cent. endowment, 48 per cent. protection
and whole life and 14 per cent. other. This split reflects the Company's history
of providing mortgage-related policies to the estate agency-based financial
services sales force of CAG and a strategic decision to exit the endowment
market in 2001 and sell only protection products in this marketplace. Most of
the endowment and other investment-related business is unit-linked and although
there is a small amount of with profits business (less than 2.5 per cent. by
policy count) this is wholly reinsured to Guardian Assurance plc (''Guardian'').
Guardian is a subsidiary of Aegon N.V., one of the world's largest insurance
groups. The investment management of the related unit-linked funds is
predominantly outsourced to Schroders plc and Henderson Global Investors plc
with the remainder being managed by Invesco Perpetual Asset Management Limited.
CA continues to sell and market Guaranteed Income and Growth Bonds through
Independent Financial Advisers and directly to investors, resulting in £73.5
million of single premium income in 2004 (2003: £23.1 million). In addition it
sells a small amount of life protection business to existing customers, as well
as offering them a limited range of other financial products supplied by third
parties. Chesnara is not currently seeking any new major distribution outlets
but will consider writing new business, in partnership with third party
distributors, where acceptable levels of risk and reward are available.
Objectives of the Business
Chesnara's priority is to maximise shareholder returns through the efficient and
compliant management of the existing business. It will seek to add value
through the sale of Guaranteed Income and Growth Bonds and may also choose to
sell other low risk products in order to enhance future cash flows. In addition,
the Directors believe that there are opportunities for consolidation in the
small to medium sector of closed books and run-off situations in the life
assurance industry. The Board will, therefore, continue to investigate these
where there is potential to enhance shareholder value.
As Chesnara has successfully concluded the outsourcing of its back office to
Liberata Financial Services Limited (''Liberata''), a significant element of its
expense base is now directly linked to the reducing policy base. This removes
the fixed and semi-fixed cost issues that would have had a potentially damaging
effect on shareholder returns. The Company's focus on customer retention has
been captured in the service and performance levels agreed with Liberata and
therefore, barring external factors, the Directors believe that a reasonably
predictable level of income can be expected to flow from the policy base.
Chesnara management retains regulatory responsibility for the business and will
build on these requirements to ensure that key risks are identified and managed
to maximise the flow of emerging surplus. As CA is regulated, as described
below, management will operate with a level of prudence but will seek to ensure
that shareholders receive distributions consistent with the constraints on the
business. In the absence of any value-enhancing consolidation opportunities or
other developments that require capital then there is, in the medium term, the
possibility of the release of surplus capital to shareholders.
The following is a summary of the key strengths and resources which the
Directors believe underpin the Group's ability to meet its objectives:
• Financial strength - Chesnara has a strong balance sheet and is well
capitalised. CA maintains capital resource cover well in excess of
regulatory capital requirements.
• Knowledge and experience - Chesnara has a strong Board and management team
with an average of over 15 years' experience in managing life assurance
business. The senior management team also has experience in the integration
and management of closed books within a highly regulated environment.
• Regulatory record - Chesnara has a strong focus on compliance and risk
management and it maintains a close relationship with CA's primary
regulator, the FSA. All issues raised in its last formal FSA ''Arrow''
assessment in 2002 were cleared in good time and, although there are some
points that have been raised as a result of themed reviews, we regard these
as being of minor consequence. The next formal Arrow assessment is scheduled
for the second quarter of 2005.
• Future development costs - as a consequence of outsourcing the back office
to Liberata, future development costs are likely to be lower than as a stand
alone entity as, following migration, they will be incurred on a shared
platform. This arrangement also offers the benefit of consultation with
other platform users in the definition of development requirements. Such
developments are expected to be funded out of emerging surplus and these, to
a degree, are allowed for in calculating the value of the business. Some
development costs may, under the terms of the policies, be passed to
policyholders and this will limit the effect on shareholder returns.
In the year ended 31 December 2004, Chesnara recorded profit before tax of £4.6
million, and as at 31 December 2004 had net assets of £74.0 million and an
embedded value of £143.1 million.
This information is provided by RNS
The company news service from the London Stock Exchange