Disposal
Prudential PLC
2 November 2001
Embargoed until 7:00am on Friday 2 November 2001
2 November 2001
Prudential and Winterthur form long-term alliance to offer general insurance
products in the UK
Highlights
* Prudential has agreed to transfer its UK personal lines general
insurance business to Winterthur. The transaction includes the formation
of a strategic alliance to offer Prudential branded general insurance
products in the UK. This alliance is part of Prudential's UK insurance
strategy to focus on its core medium and long-term savings businesses.
* The transaction is expected to generate value for Prudential of
approximately £810 million through a combination of upfront and future
payments and the release of capital from the general insurance business.
* General insurance will continue to be an important part of Prudential's
branded customer offering. As a result of the transaction, Prudential will
benefit from the opportunity to leverage Winterthur's market-leading
expertise and capabilities in the general insurance sector.
* For Winterthur and its UK subsidiary Churchill, the transaction is
expected to create considerable value through a dedicated focus on general
insurance and Churchill's distinctive customer service proposition and
generate a return of around 15 per cent. The transaction is broadly cash
neutral at completion and is expected to be accretive to earnings for
Winterthur's parent, Credit Suisse Group, in the first year.
* Winterthur and Churchill will gain the right to renew Prudential's
in-force portfolio of 1.9 million general insurance policies and will
actively cross-sell motor and household products to Prudential's four
million individual medium and long-term savings customers.
* The addition of Prudential's general insurance business continues
Churchill's strong record of profitable growth in the UK market. The
transaction creates a top five position in the UK with pro-forma gross
premium income of £1.9 billion in 2001, the third top five market position
for Winterthur in Europe. Prudential's portfolio also continues to
diversify Churchill's business mix with a strong performing household
business.
* The transaction will be positive for Prudential's customers and
employees. Churchill's customer service quality is widely credited as
being among the best in the industry. Churchill was recently voted one of
Britain's '50 Best Companies to Work For' in a survey conducted for the
Sunday Times.
* As part of the transaction, Prudential will transfer all of the
employees (approximately 1,200) and all of the infrastructure currently
supporting its general insurance business to Churchill. There are not
expected to be any operational redundancies.
This summary should be read in conjunction with the full text of this
announcement.
There will be an analysts' presentation on Prudential's UK insurance business
with an associated announcement at 8.30am.
Enquiries to:-
Prudential - Media Winterthur
Geraldine Davies +44 020 7548 3911 Anna-Marie +41 1 334 1970
Kappeler
Steve Colton +44 020 7548 3721
James Murray +44 20 7334 6363
Prudential - Analysts and Churchill
Investors
Rebecca Burrows +44 20 7548 3537 Martin Long +44 20 8313 3030
David Doyle +44 20 7548 3753 Kay Gorman +44 20 8313 5858
Lexicon Partners +44 20 7743 6330 CSFB +44 20 7888 8888
Andrew Sibbald Alistair McKay
Duncan Buck
Tony D'Souza
Lexicon Partners Limited, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for the Prudential Group
and for no one else in connection with the transaction and will not be
responsible to anyone other than the Prudential Group for providing the
protections afforded to customers of Lexicon Partners Limited nor for
providing advice in relation to the transaction.
Credit Suisse First Boston, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for the Credit Suisse
Group and for no one else in connection with the transaction and will not be
responsible to anyone other than the Credit Suisse Group for providing the
protections afforded to customers of Credit Suisse First Boston nor for
providing advice in relation to the transaction.
This communication may contain projections or other forward-looking statements
relating to the Credit Suisse Group or the Prudential Group that involve risks
and uncertainties. Readers are cautioned that these statements are only
projections and may differ materially from actual future results or events.
Readers are referred to the documents filed by the Credit Suisse Group and the
Prudential Group respectively with the SEC, specifically their most recent
filings on Form 20-F, which identify important risk factors that could cause
actual results to differ from those contained in the forward-looking
statements, including, among other things, risks relating to market
fluctuations and volatility, significant interest rate changes, credit
exposures, cross border transactions and foreign exchange fluctuations,
impaired liquidity, competition and legal liability. All forward-looking
statements are based on information available on the date of this announcement
and neither the Credit Suisse Group nor the Prudential Group assume any
obligation to update such statements unless otherwise required by applicable
law.
Prudential and Winterthur form long-term alliance to offer general insurance
products in the UK
Prudential Assurance Company, a subsidiary of Prudential plc ('Prudential'),
has agreed to transfer its UK general insurance business to Winterthur
Insurance ('Winterthur') and Churchill Group ('Churchill'), its UK subsidiary.
Winterthur and Churchill will gain the right to renew Prudential's in-force
portfolio of 1.9 million general insurance policies and will actively
cross-sell motor and household products to Prudential's four million
individual medium and long-term savings customers under Prudential's brand in
the UK for 15 years.
The provision of Prudential branded general insurance will remain an important
source of new customers to Prudential as it has retained the exclusive right
to cross-sell all other financial products to existing and new customers
covered by the long-term alliance.
The transaction is expected to generate value for Prudential of approximately
£810 million before tax as follows:
* A cash payment to Prudential of £353 million on completion;
* The release of capital currently employed to support the general
insurance business of approximately £200 million plus approximately £21
million representing the release of the net profit element in the unearned
premium reserve; and
* The agreement provides that Prudential and Winterthur will cooperate in
a commission and profit share arrangement which will provide future
payments to Prudential based upon the volumes of general insurance
business achieved over the term of the alliance. A conservative net
present value at a 12 per cent. risk discount rate of these payments,
which are likely to become material only from 2008, is £236 million.
Under the terms of the transaction Winterthur will assume responsibility, via
a reinsurance arrangement, for all of the underwriting risk of Prudential's
general insurance business with effect from completion. Under the reinsurance
arrangement, Prudential will transfer to Winterthur liabilities and
corresponding cash of approximately £320 million (this asset and liability
transfer is broadly value neutral for Prudential).
For Winterthur and its UK subsidiary Churchill, the transaction is expected to
create considerable value through a dedicated focus on general insurance and
Churchill's distinctive customer service proposition and generate a return of
around 15 per cent. The transaction is broadly cash neutral at completion and
is expected to be accretive to earnings for Winterthur's parent, Credit Suisse
Group, in the first year.
The net cash proceeds and capital released from the transaction will be
retained within the Prudential group for the future development of the group's
medium and long-term savings businesses.
The principal benefits of the strategic alliance are:
Prudential
* Prudential will benefit from the combination of its UK general insurance
business with a partner for whom the manufacture and distribution of
general insurance is a core activity.
* Prudential's general insurance customers will benefit from Winterthur's
and Churchill's major and continuing investment in technology and
infrastructure in the pursuit of exceptional customer service.
* The alliance will enable Prudential to maintain the Prudential brand in
the general insurance market whilst pursuing its wider strategy of
focusing on its core medium and long-term savings businesses.
* Prudential will release its existing capital and not be exposed to any
underwriting risk arising from general insurance following completion of
the transaction.
Winterthur and Churchill
* The transaction creates a top five general insurer in the UK with 2001
pro-forma gross premium income of £1.9 billion. Prudential's portfolio
also continues to diversify Churchill's business mix with a strong
performing household business.
* The alliance enables Winterthur and Churchill actively to cross-sell
motor and household insurance products to four million individual
Prudential branded medium and long-term savings customers.
* The sale to Winterthur of Prudential's in-force portfolio of 1.9 million
policies which has generated an underwriting profit before investment
income in every year since 1991.
* The potential to generate attractive financial returns on capital
through the application of Churchill's management expertise, market
leading service capabilities, information technology solutions and claims
management expertise.
Prudential Customers and Employees
* Prudential's general insurance customers will not be affected by the
sale of the business except that they will benefit from Churchill's strong
customer service culture and capability which is widely credited as being
among the best in the industry.
* All the operational employees (approximately 1,200) currently supporting
Prudential's general insurance business will transfer to Churchill which
was recently voted one of Britain's '50 Best Companies to Work For' in a
survey conducted for the Sunday Times.
The transaction remains subject to the satisfaction of certain conditions,
including the receipt of the necessary regulatory approvals. Completion is
expected to take place in January 2002.
Commenting on the announcement, Mark Wood, Chief Executive of Prudential's UK
& European Insurance Operations said:
'We are delighted to announce this major strategic alliance with Winterthur
and Churchill which will ensure that general insurance remains an integral
part of Prudential's product offering to its customers.'
'Winterthur and Churchill were chosen as our partners because of their
excellent track record in the UK insurance industry of providing value for
money products coupled with first class customer service. The transaction is
good news for shareholders, customers and employees alike.'
Commenting on the announcement, Manfred Broska, Chief Executive of Winterthur
Insurance said:
'This transaction reinforces Winterthur's strong presence in Europe. It
creates Winterthur's third top five market position in Europe in the
strategically important UK general insurance market. By leveraging our core
competence, this transaction progresses our strategy of profitable long-term
growth. We expect the transaction to achieve attractive financial returns for
the Credit Suisse Group.'
There will be an analysts' presentation on Prudential's UK insurance business
with an associated announcement at 8.30am.
- ENDS -
Enquiries to:-
Prudential - Media Winterthur
Geraldine Davies +44 020 7548 3911 Anna-Marie +41 1 334 1970
Kappeler
Steve Colton +44 020 7548 3721
James Murray +44 20 7334 6363
Prudential - Analysts and Churchill
Investors
Rebecca Burrows +44 20 7548 3537 Martin Long +44 20 8313 3030
David Doyle +44 20 7548 3753 Kay Gorman +44 20 8313 5858
Lexicon Partners +44 20 7743 6330 CSFB +44 20 7888 8888
Andrew Sibbald Alistair McKay
Duncan Buck
Tony D'Souza
Lexicon Partners Limited, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for the Prudential Group
and for no one else in connection with the transaction and will not be
responsible to anyone other than the Prudential Group for providing the
protections afforded to customers of Lexicon Partners Limited nor for
providing advice in relation to the transaction.
Credit Suisse First Boston, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for the Credit Suisse
Group and for no one else in connection with the transaction and will not be
responsible to anyone other than the Credit Suisse Group for providing the
protections afforded to customers of Credit Suisse First Boston nor for
providing advice in relation to the transaction.
This communication may contain projections or other forward-looking statements
relating to the Credit Suisse Group or the Prudential Group that involve risks
and uncertainties. Readers are cautioned that these statements are only
projections and may differ materially from actual future results or events.
Readers are referred to the documents filed by the Credit Suisse Group and the
Prudential Group respectively with the SEC, specifically their most recent
filings on Form 20-F, which identify important risk factors that could cause
actual results to differ from those contained in the forward-looking
statements, including, among other things, risks relating to market
fluctuations and volatility, significant interest rate changes, credit
exposures, cross border transactions and foreign exchange fluctuations,
impaired liquidity, competition and legal liability. All forward-looking
statements are based on information available on the date of this announcement
and neither the Credit Suisse Group nor the Prudential Group assume any
obligation to update such statements unless otherwise required by applicable
law.
Notes to Editors:
Prudential Group
Prudential is a leading retail international financial services group. In the
UK, it is one of the largest life insurance companies and pension annuity
providers. Its operations also include the UK and European investment manager,
M&G, and internet financial services brand Egg. In the US, Prudential owns
Jackson National Life, a top 20 life insurance company. Prudential is also the
largest UK insurer in Asia with operations in 12 countries and, in Europe, it
currently has operations in France and Germany where it has established strong
strategic alliances with local partners.
Prudential's general insurance business in the UK comprises predominantly
household and motor business. It does not include any commercial insurance
business.
Prudential's general insurance business is currently one of the largest UK
household and motor insurers with £333 million of gross premium income in
2000. It generated pre-tax operating profit of £33 million in the year to 31
December 2000.
Prudential's general insurance business is the UK's fifth largest household
insurer with 1.6 million household customers and a market share of
approximately 6 per cent.
Prudential can be visited on the net at www.prudential.co.uk
Prudential has been advised by Lexicon Partners, the independent corporate
advisory firm focussed on the financial institutions sector.
Winterthur Group
Winterthur is part of the Credit Suisse Group, one of the world's leading
global financial services companies with current assets under management of
over £615 billion and 80,000 staff worldwide.
The Churchill Group, which includes NIG (National Insurance and Guarantee),
Devitt Insurance Services Limited and Inter Group Insurance Services, is
currently ranked as the UK's 6th largest general insurer with a customer base
of 3.8 million and over 6,000 staff. Previous acquisitions by Churchill have
included the household portfolio of Refuge Assurance Company, the CGA Group
and the telebroker Anglia Countrywide.
Alliances - with blue chip companies such as Lloyds TSB, Alliance & Leicester,
Nationwide Building Society, Standard Life Bank, The Co-operative Bank, United
Friendly and AA Insurance Services Limited - have positioned Churchill as the
industry's leading corporate partnerships company.
In June 2001, Churchill entered into a partnership deal with AMP of Australia
to become the sole provider for their UK subsidiary Pearl Assurance's general
insurance business.
Credit Suisse Group, Winterthur and Churchill can be visited on the net at
www.creditsuisse.com, www.winterthur.com and www.churchill.com