J.C. Flowers & Co. acquires Fidea (Belgium)...
Regulated information* -Â 17 October 2011 (Outside trading hours)
KBC Group has reached an agreement with J.C. Flowers & Co. for the sale of its
subsidiary Fidea for a total consideration of 243,6 million euros, including
22,6 million euros pre-completion dividend and subject to pricing adjustments on
closing accounts.
* With this transaction, Fidea will become part of an international well-
established private equity group specialised in participations/investments
in the financial services sector. Besides Fidea the portfolio of J.C.
Flowers & Co. already contains a number of financial groups such as Pension
Corporation (U.K.), NIBC Bank N.V. (The Netherlands) and BTG Pactual
(Brazil). Through its investment funds, J.C. Flowers & Co. has owned and
operated financial institutions, including insurance companies, across
Europe for many years.
 ·    Today's announcement fits in with the refocus strategy that KBC
communicated at the end of 2009. The divestment of Fidea is a further step in
implementing this plan and will not adversely affect the strength of KBC's
business model in its core markets. Indeed, KBC will continue to provide banking
and insurance services under the KBC brand name in Flanders and Brussels through
its network of 736 bank branches, 19 private banking branches, 13 corporate
branches and 513 insurance agencies. It will continue to do the same under the
CBC name in Brussels and Wallonia through 88 bank branches, 13 corporate
branches, 7 private banking branches and 75 insurance agencies.
 ·    J.C. Flowers pays a total consideration for Fidea of 243,6 million euros,
including 22,6 million euros pre-completion dividend and subject to pricing
adjustments on closing accounts. A potential 'conditional earn out' is subject
to Fidea's future results.
    In total, this deal will free up around  0.1 billion euros in capital for
KBC, primarily by reducing risk-weighted assets by 1.8 billion euros, but also
taking into account that the transaction will ultimately have a negative impact
of approximately 0.1 billion euros on KBC's P&L. The overall positive impact on
KBC's tier-1 ratio is around 0.1% (impact calculated on 30 June 2011).
 ·    Fidea is a well-established player on the Belgian insurance market and a
renowned brand. The company offers both life and non-life insurance products to
private customers, the self-employed and companies. It sells its policies
through independent insurance brokers and - within a bancassurance co-operation
agreement - through Centea's and Crédit Agricole's network of agents.
 ·    The Fidea brand and management team will be maintained and Fidea will
continue to operate out of Antwerp.
 ·    In order to ensure continuity of service, KBC will continue providing,
among other things, IT-related support to Fidea during the transition phase
estimated to last three years.
 ·    The closing of the transaction is subject to customary regulatory
approvals and is expected to be completed in the first quarter of 2012.
 ·    In this deal, J.C. Flowers & Co. was advised by Credit Suisse, Deloitte
and Cleary Gottlieb Steen & Hamilton, while KBC Group was advised by KBC
Securities, Morgan Stanley, Eubelius and Linklaters.
Jan Vanhevel, KBC group CEO: 'Today's deal is yet another step in the
implementation of our updated strategy. The divestment of Fidea is one of the
difficult choices we have had to make to meet the demands of the European
Commission. On the other hand, we are pleased that J.C. Flowers & Co. - a well-
established and reputable group with strong expertise and experience in the
banking and insurance sector - has chosen Fidea to be its first major investment
on the Belgian market. The company will build on the existing expertise and
know-how at Fidea, to the benefit of the staff, the brokers and the customers.
Johan Thijs, CEO of KBC's Belgium Business Unit and Chairman of Fidea's Board of
Directors: 'Fidea is one of the strongest insurance brands in Belgium, with a
long and rich history, and dedicated staff who provide a top-quality service to
their network of independent brokers. Personally speaking, therefore, it is with
a heavy heart that we have to bid farewell to our Fidea colleagues, with whom we
have had a successful working relationship for many years. We wish them the very
best for the future.
 KBC itself will obviously continue to focus on its core activity as a
bancassurer in its core markets of Belgium and Central and Eastern Europe. In
Belgium, we will operate as before through our comprehensive network of KBC and
CBC bank branches and insurance agencies.'
J. Christopher Flowers, Chairman of J.C. Flowers & Co.: "We are very pleased to
invest in Fidea, which we consider to be one of the premier insurance brands
within Belgium led by an excellent management team. We look forward to helping
Fidea chart a new course for the company outside of KBC Group, and we are eager
to get started right away to help continue the growth of Fidea as an independent
company. We believe that our deep experience in financial services, including
most importantly, owning and operating insurance companies, will enable us to
support Fidea to continue its excellent work providing its customers and brokers
with leading insurance products."
Edwin Schellens, Fidea CEO: 'We consider this acquisition to be a positive and
reassuring development for our customers, employees, brokers and bank agents.
The period of uncertainty is now over for all of the parties involved. We've
gotten to know our new shareholder, J.C. Flowers & Co., as a real insurance
specialist who fully supports our customer-oriented model. We look forward to
working with J.C.Flowers in developing a new strategy as a stand-alone insurance
company with a view to strengthening further our client focus and service and
enhancing our capital strength and profitability. We are pleased that our
customers, staff, brokers and agents will benefit from the commitment and
support of our new owner.'
* This news item contains information that is subject to the transparency
regulations for listed companies.
Fidea-JC EN.pdf:
http://hugin.info/133947/R/1554921/479532.pdf
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Source: KBC Groep via Thomson Reuters ONE
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