Helvetia launches a placement of new shares to partly finance the acquisition of Caser Mittwoch, 17. Juni 2020 - 17:46
Media release
St.Gallen, 17 June 2020
Helvetia launches a placement of new shares to partly finance the acquisition of Caser
Helvetia launches the private placement of new shares by way of an accelerated bookbuilding process to partly finance the acquisition of the Spanish insurer Caser announced in January 2020. The anchor shareholder Patria Genossenschaft unreservedly supports the acquisition of Caser and will acquire new shares in proportion to its current stake in Helvetia as part of the placement.
Helvetia Holding AG ("Helvetia" or the "Company") launches the private placement of up to 3.4 million new registered shares (the "New Shares") with a par value of CHF 0.02 per share (the "Share Placement"). In January 2020, Helvetia announced the acquisition of a 70% majority interest in the Spanish insurer Caser (Caja de Seguros Reunidos, Compañía de Seguros y Reaseguros S.A.) for around EUR 780 million (the "Acquisition"). The required regulatory approvals have now been obtained. The net proceeds from the Share Placement will be used to partly finance the Acquisition. As previously communicated, Helvetia intends to finance the remaining part of the Acquisition by issuing hybrid capital subject to market conditions. The Acquisition is expected to further strengthen Helvetia's European business as a second pillar, significantly expand Helvetia's attractive non-life business and increase its distribution capabilities in Spain.
The New Shares, corresponding to up to 6.8% of Helvetia's currently issued share capital, will be issued from the Company's existing authorised share capital. The Share Placement excludes subscription rights for existing shareholders. The New Shares will be offered via a private placement exclusively to professional investors in Switzerland and qualified investors outside of Switzerland and the US. The issue price of the New Shares (the "Issue Price") will be determined in an accelerated bookbuilding process, which will start immediately. The Issue Price as well as the number of New Shares to be issued will be announced upon completion of the bookbuilding process, which is expected prior to market opening on or around 18 June 2020.
Helvetia's anchor shareholder Patria Genossenschaft unreservedly supports the acquisition and has committed to purchase New Shares at the Issue Price in proportion to its current shareholding of 34.09% in Helvetia.
The New Shares are expected to be listed and admitted to trading on SIX Swiss Exchange as per 22 June 2020. Payment and settlement is expected to take place on or around 22 June 2020. The New Shares will rank pari passu with the existing shares.
In connection with the Share Placement, both Helvetia and Patria Genossenschaft have agreed to a 120-day lock-up period after the listing of the New Shares, subject to certain exceptions.
This media release is also available on our website www.helvetia.com/media.
For further information please contact:
Analysts Susanne Tengler Head of Investor Relations Phone: +41 58 280 57 79 | Media Jonas Grossniklaus Senior Manager Corporate Communications & PR Phone: +41 58 280 50 33 |
In over 160 years, the Helvetia Group has grown from a number of Swiss and foreign insurance companies into a successful international insurance group. Today, Helvetia has subsidiaries in its home market Switzerland as well as in the countries that make up the Europe market area: Germany, Italy, Austria and Spain. With its Specialty Markets market area, Helvetia is also present in France and in selected regions worldwide. Some of its investment and financing activities are managed through subsidiaries and fund companies in Luxembourg. The Group is headquartered in St.Gallen, Switzerland.
Helvetia is active in the life and non-life business, and also offers customised specialty lines and reinsurance cover. Its business activities focus on retail customers as well as small and mediumsized companies and larger corporates. With some 6,800 employees, the company provides services to more than 5 million customers. With a business volume of CHF 9.45 billion, Helvetia generated an IFRS result after tax of CHF 538.1 million in financial year 2019. The registered shares of Helvetia Holding are traded on the SIX Swiss Exchange under the symbol HELN.
Important information
This press release is for information purposes only and is not intended to constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, Australia, Canada, Japan, or any other jurisdiction. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any state or other jurisdiction of the United States of America, and may not be offered or sold within the United States of America except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. This press release does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person or in the United States of America or in any other jurisdiction.
The offer referred to herein, when made in member states of the European Economic Area ("EEA") and the United Kingdom, is only addressed to and directed to “qualified investors” within the meaning of Article 2(e) the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and includes any relevant delegated regulations.
If located in a relevant state, each person who initially acquires any securities, and to the extent applicable any funds on behalf of which such person acquires such securities that are located in a relevant state, or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor as defined above.
The offer of the Shares will be made pursuant to exemptions under the Prospectus Regulation from the requirement to produce a prospectus in connection with offers of securities.
MiFID II product governance / Retail investors, professional investors and ECPs target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Shares has led to the conclusion that: (i) the target market for the Shares is eligible counterparties and professional clients, each as defined in Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (as amended, "MiFID II") and (ii) all channels for distribution of the Shares to eligible counterparties and professional clients are appropriate, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable. The target market and distribution channel(s) may vary in relation to sales outside the EEA in light of local regulatory regimes in force in the relevant jurisdiction. Any person subsequently offering, selling or recommending the Shares (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Shares (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
For readers in the United Kingdom, this announcement is only being distributed to and is only directed at Qualified Investors who are (i) outside the United Kingdom or (ii) investment professionals falling within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The Shares are expected to only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
Cautionary note
This document was prepared by Helvetia Group and may not be copied, altered, offered, sold or otherwise distributed to any other person by any recipient without the consent of Helvetia Group. The German version of this document is decisive and binding. Versions of the document in other languages are made available purely for information purposes. Although all reasonable effort has been made to ensure that the facts stated herein are correct and the opinions contained herein are fair and reasonable, where any information and statistics are quoted from any external source such information or statistics should not be interpreted as having been adopted or endorsed as accurate by Helvetia Group. Neither Helvetia Group nor any of its directors, officers, employees and advisors nor any other person shall have any liability whatsoever for loss howsoever arising, directly or indirectly, from any use of this information. The facts and information contained in this document are as up to date as is reasonably possible but may be subject to revision in the future. Neither Helvetia Group nor any of its directors, officers, employees or advisors nor any other person makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this document.
This document may contain projections or other forward-looking statements related to Helvetia Group which by their very nature involve inherent risks and uncertainties, both general and specific, and there is a risk that predictions, forecasts, projections and other outcomes described or implied in forward-looking statements will not be achieved. We caution you that a number of important factors could cause results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include: (1) changes in general economic conditions, in particular in the markets in which we operate; (2) the performance of financial markets; (3) changes in interest rates; (4) changes in currency exchange rates; (5) changes in laws and regulations, including accounting policies or practices; (6) risks associated with implementing our business strategies; (7) the frequency, magnitude and general development of insured events; (8) mortality and morbidity rates; (9) policy renewal and lapse rates as well as (10), the realisation of economies of scale as well as synergies. We caution you that the foregoing list of important factors is not exhaustive; when evaluating forward-looking statements, you should carefully consider the foregoing factors and other uncertainties. All forward-looking statements are based on information available to Helvetia Group on the date of its publication and Helvetia Group assumes no obligation to update such statements unless otherwise required by applicable law.
