Danica Pension to acquire SEB Pension Denmark — A unique opportunity with strong value creation Conference call – 14 December 2017 Jacob Aarup-Andersen, Group CFO Tonny Thierry Andersen, Head of Wealth Management Per Klitgård, CEO of Danica Claus Ingar Jensen, Head of IR
Acquisition of SEB Pension DK: Strong value creation for Danica & Danske Bank Group A unique opportunity to increase presence in Strong capital efficiency and attractive value core Danish pension market – SEB Pension creation DK strong fit for Danica Significant strengthening of Wealth Accelerates innovation in unique digital Management customer offerings 2
Strategic rationale A unique opportunity to increase presence in core Danish market Supports Wealth Enhance our Wealth Financially attractive Management strategy in Management Offering Life & Pensions • Return enhancing – SEB Pension • SEB leading on front end • Cross-selling potential plus DK pre-tax profit (before goodwill) IT-development potential from leveraging on expected at DKK 600-650m upon stronger distribution fully phased-in synergies • SEB very strong customer • Earnings neutral in 2018E satisfaction • Attractive customer base — High net worth with strong • • Significant scale benefits for Post retirement segment is an customer satisfaction combined entity attractive customer base with strong business potential • Significantly stronger position in • Limited capital impact — the Nordic pension market substantial buffers in traditional portfolio 3
Financial impact Strong capital efficiency and attractive value creation Low impact on capital Purchase price Funding via different DKK 5.0 bn. instruments to optimise the pro forma Solvency 2 capital • Valuing operations of SEB Pension • Senior debt issued at Danske Bank • Pro Forma Solvency II of 200% DK at DKK 5.0 bn ~ 11x normalised • PE Optimal mix of funding instruments • Short term CET1 impact of 40-60 to be aligned with overall Group bps at closing • Excess capital of 1.5 bn paid out to capital planning SEB Group pre closing • Final CET1 impact of <10 bps upon optimal capital structure • Goodwill on transaction expected at DKK 3.8 bn. Limited CET1 impact • We expect the transaction to be upon optimal capital structure rating neutral 4
Attractive value creation Significant merger benefits and synergies Asset Management Merger benefits Capital synergies synergies • • • We expect some capital synergies On- boarding of SEB Pension’s AuM Merger benefits are expected to be at Danica through the increased will enhance scale of overall asset minimum DKK 150m per annum scale of the insurance liabilities management (pre-tax) − Phasing 2019E, 2020E full year • • Contribution of healthy policyholder Center of excellence within impact buffer of around DKK 7 bn alternative investments • Integration costs are • • Additional information on capital Strong investment return for SEB expected to be approx. DKK 300- synergies will be provided in due customers in recent years 350m (pre-tax) expensed in 2018 course and 2019 • Merger benefits will primarily be derived from IT integration, premises relocation, and reduction of overlaps • Further reduction in cost will be delivered across the combined entity, including from natural attrition 5
SEB Pension DK - Attractive customers and a strong capital base SEB Pension DK at a glance 6th largest player in the No.1 on customer Multiple channel Strong setup within Danish pension market, satisfaction (Aalund) in 4 th largest in distribution risk management 7 out of last 9 years commercial market Pre-tax profit expected at DKK 600- Advanced, Total AuM of Traditional lifebook 650m upon fully customer focused has substantial buffers phased-in synergies DKK100 bn digital platforms [before goodwill] 6
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Overview of SEB Pension Denmark Key financials of SEB Pension Denmark (DKKm) Comments and key products SEB Pension Denmark is the 6th largest Life insurer in • 2014 2015 2016 H1 2017 Denmark, with around 200,000 policyholders 8,796 8,682 8,486 4,315 Gross premiums* 567 526 640 286 Profit before tax Total AuM of DKK 100 bn (FY 2016) • Net profit 448 430 537 258 Reserves 90,020 90,082 95,809 97,819 Products are distributed through multiple channels • Equity 4,477 4,836 4,428 3,564 n/a 4,855 4,142 4,323 Unrestricted Tier 1 The Time Pension (“Tidspension”) product is unit -linked with n/a 1,358 1,262 1,340 Solvency capital requirement • min. return guaranteed for certain policies AUM and Gross premiums split by product (FY 2016) Market shares (%, FY 2016)² Other³ Tidspension Unit-linked Traditional 20 100% 20 19 8% 17% 18% 75% 14 15 25% 49% 10 50% 10 8 6 5 5 25% 5 49% 34% 0% 0 AUM Gross premiums* PFA Danica/SEB Danica Nordea Liv Pension Sam- SEB Industriens Pension Pension Denmark pension Pension Pension Denmark *. Excludes Accident & Health Premiums; 2. Total premiums including Accident &Health; 3. Accident & Health and Shareholders’ equity 8
Disclaimer Important Notice This presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of Danske Bank A/S in any jurisdiction, including the United States, or an inducement to enter into investment activity. No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended (“Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. This presentation contains forward- looking statements that reflect management’s current views with respect to certain future events and potential financial performance. Although Danske Bank believes that the expectations reflected in such forward- looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of various factors many of which are beyond Danske Bank’s control. This presentation does not imply that Danske Bank has undertaken to revise these forward-looking statements, beyond what is required by applicable law or applicable stock exchange regulations if and when circumstances arise that will lead to changes compared to the date when these statements were provided. 9
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