Acquisition(s)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Acquisition of Moderna Life by Chesnara
Chesnara plc ("Chesnara") is pleased to announce that it has agreed terms and
entered into an agreement to acquire the entire issued share capital of Moderna
Försäkringar Liv AB ("Moderna Life"), from Moderna Finance AB, for a total
consideration of SEK250 million (£20.1m), payable in cash on completion (the
"Acquisition").
Moderna Life is a Stockholm-based unit-linked life insurance company which
specialises in corporate and personal pension arrangements and life assurance
policies. Primarily it aggregates client funds into a range of investment
providers and provides policy wrappers. It sells through the independent
financial adviser channel, has approximately a 9 per cent. market share of the
Swedish unit-linked pension business and also operates in Norway. It was set up
in 2000, with the unit-linked business being launched in 2002 and currently has
63 employees. The business is currently owned by Moderna Finance AB, which in
turn is owned by Glitnir Bank in Iceland. Moderna Finance AB recently sold its
non-life insurance operations to TrygVesta.
Moderna Life is being acquired at an effective 63 per cent. discount to the
Chesnara directors' estimate of embedded value of SEK670 million as at 31
December 2008. The Acquisition is expected to have a positive impact on the
embedded value per share of the Company.
Chesnara has a clear objective to make strategic acquisitions in the financial
services sector and in areas related to its core UK life operations. The
acquisition of Moderna Life is value enhancing and represents an attractive
opportunity to grow a new division which is complementary to Chesnara's UK
business.
* Moderna Life is a high quality, respected Swedish life insurer, backed by a
strong and capable management team which has built a successful business;
* The business has developed solid distribution relationships, underpinned by
innovative IT solutions and high service levels;
* Chesnara is in a strong capital position to support Moderna Life's expected
growth;
* Moderna Life has no exposure to annuity linked products or corporate bonds
and has no material product guarantees;
* The size of Moderna Life is such that the Acquisition will not materially
affect Chesnara's ability to focus on other acquisition opportunities;
* Chesnara remains committed to maintaining its progressive dividend policy.
In the financial year ended 31 December 2008, Moderna Life had an operating
income of SEK152.1 million, reported a loss on ordinary activities before tax
and appropriations of SEK (31.1) million and had gross assets of SEK7,839
million (including assets to cover unit linked policies of SEK6,638 million).
Moderna Life had in excess of 74,000 in-force policies as at 31 December 2008.
The results of Moderna Life will be presented using Chesnara's accounting
policies in the Circular to be sent to shareholders (as noted below).
Mikael Claesson, who has over 19 years of experience in the life insurance
sector, is the CEO of the business. He is supported by a strong and experienced
management team drawn from the Swedish life industry.
The acquisition is subject to approval from the Finansinspektionen (Swedish
FSA). The acquisition is a Class 1 transaction for Chesnara under the Listing
Rules and is conditional on the approval of Chesnara shareholders at an
Extraordinary General Meeting, notice of which will be included in a Circular
to be sent to shareholders in due course.
Commenting on the acquisition, Graham Kettleborough, Chief Executive Officer of
Chesnara plc said:
"In my opinion, this is a high quality business which is well positioned in the
market, which we have bought at an attractive price. Mikael Claesson and his
team have built an impressive business and we look forward to providing an
environment in which it can continue to be successfully developed."
Mikael Claesson commented:
"We are delighted to have found such a strong owner in Chesnara, which has a
robust balance sheet and a good understanding of our business. We can continue
to challenge the oligopoly in the Swedish unit-linked market as an independent
alternative for the independent financial adviser channel."
Based on an exchange rate of £:SEK 12.418 as at 18:20 on 16.04.09
Nothing in this announcement constitutes a profit forecast, and the impact of
this acquisition on Chesnara's embedded value per share is not the only factor
likely to give rise to a change from the figures reported in the previous
financial period
For further enquiries, please contact:
Chesnara plc
Graham Kettleborough, CEO
Tel: +44 (0) 7799 407519
Press
Michael Henman, Cubitt Consulting
Tel: +44 (0) 207 367 5100
Hawkpoint Partners Limited
Hugh Elwes, Managing Director
Tel: + 44 (0) 207 665 4500
Notes to editors:
Chesnara plc, which listed on the London Stock Exchange in May 2004, is the
owner of Countrywide Assured plc (`CA'). CA is a life assurance subsidiary that
is substantially closed to new business. In June 2005 Chesnara acquired City of
Westminster Assurance (`CWA') for £47.8m. With effect from 30 June 2006, CWA's
policies and assets were transferred into CA plc. Chesnara's operating model is
to maintain a relatively small governance team. Chesnara continues to seek
acquisition opportunities in the financial services sector in areas related to
its core life operations.
This announcement does not constitute, or form part of, an offer to sell, or
the solicitation of an offer to subscribe for or buy any securities, nor the
solicitation of any vote or approval in any jurisdiction.
Hawkpoint Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial adviser and
sponsor to Chesnara and is acting for no-one else in connection with the
Acquisition and will not be responsible to anyone other than Chesnara for
providing the protections afforded to clients of Hawkpoint Partners Limited nor
for providing advice in connection with the Acquisition or any other matter
referred to herein.
Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on Chesnara's current expectations, estimates and projections about its
industry, its beliefs and assumptions. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates," and similar expressions
are intended to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors, some of which are beyond Chesnara's control,
are difficult to predict and could cause actual results to differ materially
from those expressed or forecasted in the forward-looking statements. These
factors include, amongst others, the ability to consummate the transaction; the
ability of Chesnara to successfully integrate Moderna Life's operations and
employees; the ability to realise anticipated synergies; dependence on key
personnel; and financial and insurance risk management. Chesnara cautions
Shareholders not to place undue reliance on these forward-looking statements,
which reflect the view of Chesnara only as of the date of this announcement.
The forward-looking statements made in this announcement relate only to events
as of the date on which the statements are made. Chesnara will not undertake
any obligation to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances or unanticipated
events occurring after the date of this announcement except as required by law
or by any appropriate regulatory authority.