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Achmea Investor Presentation “The leading Dutch insurance company with strong brands, multi-channel distribution strategy, well-diversified product range and conservative investment profile” January 27, 2015 Contents Key investment Introduction considerations Recent results Wrap-up Appendices General outline of the deal Achmea overview Strategic agenda 2 Indicative Undated (Perpetual) Subordinated Option B Notes Term Sheet Issuer Achmea B.V. Instrument € [•]m Undated (Perpetual) Subordinated Option B Notes (the “Notes”) Expected Instrument Rating (S&P) [BBB], based on an A- Issuer rating Interest [•]% p.a. payable annually in arrear to [•] 2025 (10 years from effective date), reset to 3m Euribor + [•]bps (100bps over initial credit spread) on [•] 2025 and every 3 months thereafter, payable quarterly in arrear The Notes constitute subordinated obligations of the Issuer and rank pari passu and without any preference among themselves, ranking in a winding up and insolvency related events junior to unsubordinated Status / Subordination unsecured creditors of the Issuer, pari passu with other subordinated obligations that do not rank or are not expressed by their terms to rank junior to the Notes and senior to share capital Optional Redemption Dates [•] 2025 (the “First Call Date”) and each interest payment date thereafter, subject to regulatory approval Final Maturity Date Undated (Perpetual) In case of a tax call (due to gross up for WHT or loss of tax deductibility), Capital Disqualification Event (loss of regulatory capital treatment) or a Rating Methodology Event (loss of S&P equity credit), the Issuer Special Event Redemption / Substitution / may redeem/substitute (from year 5) or vary terms (at any time) to remedy such event, provided the terms of the resulting notes are not materially less favourable to investors. Any redemption, substitution and Variation variation is subject to regulatory approval, if required, and other conditions being satisfied. Redemption in each case at par plus accrued interest and arrears of interest (if any). Accrued and arrears of interest (if any) must be settled in case of any substitution or variation If the Issuer is or would become insolvent or a breach of capital requirements is occurring or would occur or if consent from the Regulator for redemption is required but not obtained then such redemption will Redemption Deferral be deferred until the conditions to redemption are met No interest payment shall be made on an interest payment date in respect of which a breach of minimum capital requirements (SCR under Solvency II) has occurred or would occur if payment is made or if the Mandatory Interest Deferral Date Issuer is insolvent or if following such payment the Issuer would become insolvent Optional Interest Deferral Any interest payment date other than a Compulsory Interest Payment Date or a Mandatory Interest Deferral Date Arrears of Interest Interest deferred is cash cumulative and compounding at the prevailing rate of interest – must be settled on resumption of payment on the Notes and on certain other events The Issuer cannot exercise its discretion to defer interest on an interest payment date if in the six months prior to such date, a Compulsory Interest Payment Event has occurred (unless such date is a Mandatory Compulsory Interest Payment Date (Dividend Interest Deferral Date in which case the Issuer must defer interest) Pusher) “Compulsory Interest Payment Event” means: (i) any declaration/payment of dividend/distribution on the Issuer’s share capital; (ii) any repurchase of the Issuer’s share capital (subject to exceptions) Governing Law / Listing / Denoms Dutch / Dublin / €100k + €1k 3 Achmea overview Gross written premiums by segment Strong brands, diversified products, 31/12/2013 – Total: €22.2 billion focus on insurance . A strong and solid insurance group with mutual roots . Clear market leader in Dutch insurance: Property & Casualty #1, Income Protection #2, Turkey 25% Health #1, Pension #5 and Life #2 Pension & Life 13% Greece 30% 16% Non-life Slovakia 24% . Interpolis, Centraal Beheer and Zilveren Kruis International 6% are among the most recognised brands in the Health 65% Ireland 13% Netherlands Other 8%* . Distribution mainly through direct & banking channels, well positioned for future market developments . Strong Solvency II position of 196%** . A+ rating on the core insurance subsidiaries and conservative leverage position (24.4%) * Other includes operations in Russia. Russian operations were sold in September 2014. ** Solvency II ratio (partial internal model) as of 31/12/2013. Solvency I ratio 217% (IGD) as of 30/06/2014. 4 Achmea was founded more than 200 years ago Founding of mutual co- Founding of Founding of health insurer Centraal Beheer and Avéro AVCB and Zilveren Kruis operative in Achlum Centraal Beheer Zilveren Kruis merged into AVCB merged into Achmea 1811 1909 1949 1992 1995 Aquisition of Achmea merged with Merger with Agis and Merger with DFZ and A new episode for Interamerican Greece Rabobank subsidiary acquisition of Sigorta acquisition of Independer Achmea: change Interpolis Turkey Celebrating our programme Acceleration bicentenary & Innovation 1999 2005 2007 2011 2013 5 Ownership structure - Stability through two major cooperative shareholders Achmea Association¹ Rabobank Netherlands¹ Other¹ Preference shareholders 65.3% 29.2% 5.5% 100% Ordinary shares² Achmea subholding² 94.5% 5.5% The mission of Achmea Association is to support the continuity of Achmea and to look after the collective interests of customers ¹ Owners of Capital rights ² Owner of voting rights 6 Strong commercial % Rabobank customers New insurance sales through Rabobank (% Interpolis) alliance with Rabobank . Our insurance products are distributed through the banking channel under our 2% 1% Interpolis label 23% . Preferential distribution of Interpolis products through Rabobank branches; approximately 75% 98% of retail insurance products sold through 98% 99% Rabobank are Achmea insurance products 77% . Currently, only 1 out of every 4 customers of Rabobank is insured through Interpolis; both Achmea and Rabobank aim to increase this 25% Retail Small enterprises* Wholesale . Greenfield operation in Australia in co- operation with Rabobank started in 2013, with a possible extension to other growth markets. Retail Focus is on non-life, mainly agricultural sector * Definition of small enterprises: 5 employees or less such as live stock, machinery, crop insurance etc. 7 Achmea’s omni-channel, multi-brand marketing & distribution strategy Line of Business Market leader/ top-3 Property Income Life & Banking Intention to grow Power Health Pension - & Casualty Protection standard products Defend market Brands Channel share No presence Term life Consumer insurance Phone Business Online 2 Broker Consumer 2 Business Consumer Collective 8 Achmea’s omni-channel, multi-brand marketing & distribution strategy (cont’d) Line of Business Market leader/ top-3 Property Income Life & Banking Intention to grow Focus Health Pension - & Casualty Protection standard products Defend market Brands Channel share No presence Consumer Phone Consumer Online 2 Broker 2 Business Collective Consumer 9 We made significant progress in recent years . With our improvement program `House of Initiatives´ and other measures we reduced our costs by €450 million between 2008 and 2013 . Over the years the number of FTEs has reduced steadily by more than 5,000 . Significant progress in reshaping our business portfolio: divesting operations in Cyprus, Luxembourg, Belgium, France, Romania, Bulgaria and Russia, as well as occupational health services provider Achmea Vitale and Achmea Health Centers . Closed life book managerially separated to control costs while keeping high level of service . Acquisitions to strengthen the Group´s core activities and commercial effectiveness, such as health insurer De Friesland Zorgverzekeraar and online aggregator Independer 10 Acceleration & Innovation starts a new chapter for Achmea Through our strategy in recent years we have streamlined our company. As the market leader with strong brands and high customer satisfaction, we are now taking the next step to the future with a view to increasing our customer focus, cutting costs for customers and investing in online services . Acceleration & Innovation starts a new episode in the history of our Group, reshaping the way we do business . The change in the program aims at improving online customer service while bringing down costs and FTEs . New measures are being put in place. As consumer behavior changes faster than ever and pressure on our earnings model remains . Good starting position to realize goals of Acceleration & Innovation with strong financial and commercial basis combined with a unique identity . Operational improvements and other initiatives will lead to a reduction of staff of 4,000 FTEs and a drop in our operational expenses of €450 million by the end of 2016 . Total restructuring costs in 2014 amount to approximately €230 million 11 Change program Acceleration & Innovation, our management agenda Customer driven Changes for employees . Redesign distribution . Investment in sustainable organisation employability via training and support . Investments in online services of our brands . Flexible employment terms for even better customer service . Customer’s voice a Customer permanent factor in our driven . Good employership is key business operations Responsible return Competitive costs . Greater commercial Medewerkers