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Renaissance Insurance announces indicative price range for IPO
NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED HEREIN IS FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR TO ANY PERSON IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.
Renaissance Insurance announces indicative price range for IPO
Moscow, 11 October 2021 – Renaissance Insurance Group PJSC (“Renaissance Insurance” or the “Company”, and together with its consolidated subsidiaries, the “Group”), a Russian diversified independent insurance company, today announces the indicative price range for its initial public offering (the “Offering”) and planned listing of ordinary shares (the “Ordinary Shares”) on Moscow Exchange, and the publication of the offering memorandum in respect of the Offering (the “Offering Memorandum”).
The indicative price range in respect of the Offering (the “Offering Price Range”) has been set at between RUB 120 and RUB 135 per Ordinary Share. This would result in an expected market capitalisation of between RUB 67.2 billion and RUB 73.3 billion on a post-money basis¹.
Boris Jordan, President and Chairman of the Board of Directors of Renaissance Insurance, said:
“I am delighted with the positive response we have received to the proposed IPO of Renaissance Insurance from the global investment community. We believe that Renaissance Insurance represents an attractive opportunity for a wide range of investors to gain exposure to a digital pioneer in an expanding market with strong long-term growth prospects. As a nimble and dynamic tech-enabled player, our company is leading the way at an exciting time in the development of the Russian insurance market and pioneering a uniquely customer-friendly offering. We are well positioned to leverage our highly efficient digital platform to act as a consolidator of the Russian insurance market while also capturing emerging and exciting growth opportunities and partnering with the leaders of Russia’s new economy. I believe that the growth potential created by our digital-first model, combined with an attractive dividend policy that sets a target payment level of 50% of consolidated net profit on an annual basis, make Renaissance Insurance an attractive proposition for both international institutions and the domestic retail investment audience alike, and look forward to telling our story to investors over the coming days.”
Offering highlights
- The Offering Price Range has been set at between RUB 120 and RUB 135 per Ordinary Share, implying an expected market capitalisation of between RUB 67.2 billion and RUB 73.3 billion on a post-money basis.
- The Offering size is expected to total up to RUB 25.2 billion (excluding any Over-Allotment Option, as defined below) and includes an offering of Primary Shares by the Company totalling to up to RUB 18 billion, and an offering of Secondary Shares by the Selling Shareholders (as defined below) totalling up to RUB 7.2 billion.
- Proceeds from the primary component of the Offering will be used to accelerate the Group’s development by financing organic growth, investments in further digital initiatives, potential value-accretive acquisitions.
- The Selling Shareholders comprise (i) Sputnik Management Services Limited and its affiliate LLC “Holding Renaissance Insurance” (whose main ultimate beneficial owners are Boris Alexis Jordan, Mary Louise Ferrier, Dmitry Bakatin and Sergei Riabtsov), (ii) NOTIVIA LTD (beneficially owned by Baring Vostok), (iii) Laypine Ltd (owned by Alexander Abramov), (iv) Bladeglow Limited (owned by Alexander Frolov), and (v) Andrey Gorodilov.
- In addition, for the purposes of potential stabilisation, certain Selling Shareholders are expected to grant a stabilising manager (the “Stabilising Manager”) a call option to require such Selling Shareholders to sell up to a certain number of shares (the “Over-Allotment Option”). The aggregate number of shares subject to the Over-Allotment Option will not exceed 10% of the Offering.
- The Company is expected to apply for admission of the Ordinary Shares to trading on the Moscow Exchange under the symbol “RENI” on or about 20 October 2021.
- The Offering is expected to comprise an offering of the Ordinary Shares (i) in the Russian Federation, (ii) otherwise outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (iii) within the United States to certain qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act.
- The Company and its shareholders have agreed to be subject to customary lock-up arrangements for a period of 180 days.
- The Ordinary Shares are expected to be admitted to Level 1 of the List of Securities Admitted to Trading on Moscow Exchange. Prior to this Offering, there has been no public market for the Ordinary Shares.
- Credit Suisse, J.P. Morgan and VTB Capital are acting as Joint Global Coordinators and Joint Bookrunners. BCS Global Markets is acting as the Senior Bookrunner. Renaissance Capital, Sberbank, Tinkoff and Sova Capital are acting as Joint Bookrunners.
Additional details will be disclosed in the Offering Memorandum published by the Company, which will be made available on the Company’s website at www.renins.ru.
The final price in respect of the Offering (the “Offering Price”) will be determined following a bookbuilding process, which commences today. The Offering Price is expected to be announced on or around 20 October 2021 (the “Pricing Date”). Subject to acceleration or extension of the timetable for the Offering, trading in ordinary shares of the Company on Moscow Exchange is expected to commence on or about the Pricing Date subject to the closing of the Offering.
Renaissance Insurance highlights
- Digital disruptor in the Russian insurance market. Renaissance Insurance has successfully pioneered digital innovations that differentiate it from competitors and drive organic growth. Digitalisation runs through the Group’s entire value chain from distribution (direct online and indirect channels, as well as partnerships and digitalisation of traditional channels), underwriting and claims handling, to back office and operational efficiency. All of the Group’s initiatives and their successful implementations are supported by an agile organisational structure and an entrepreneurial culture that are quick to adapt and deliver. The Group’s innovative digital products include the Budu app, the gateway to the Group’s Digital Health ecosystem, which is designed to capitalise on the high growth potential that the Group sees in the Russian digital health services market and opportunities for offering related B2C and B2B services.
- Leading independent Russian insurer across life and non-life segments. The Group is a market leader in life insurance and the fourth largest non-life insurance company among the independent (non-captive, non-state) insurance players in Russia, based on gross written premiums (GWP) for the years ended 31 December 2020 and 2019. In 2020, the Group had 11% market share by total GWP in the life segment, more than double that of the second largest independent life insurer in Russia. In non-life insurance, the Group had a 3.4% market share by total GWP during the same period. Based on total GWP, the Group was the eighth largest insurance company in Russia in 2020. Non-Life GWP represented 45% and Life GWP represented 55% of the Group’s total GWP for the year ended 31 December 2020.
- Superior growth and substantial potential of Russian insurance market. The Russian insurance market has grown faster than the global average, with a CAGR for GWP of 11% between 2010 and 2020. Sector GWP reached RUB 1,537 billion in 2020, approximately three times the level of 2010, according to the Central Bank of Russia (CBR) data. Between 2010 and 2020, the more mature non-life insurance sector demonstrated attractive growth with a CAGR of 8%, while the emerging life insurance sector grew tremendously with a CAGR of 34%. At the same time, the market remains significantly underpenetrated compared to other EMEA markets, indicating further fundamental potential for accelerated expansion. According to KPMG, the Russian insurance market is expected to expand at a CAGR of 11% between 2020 and 2024, with GWP reaching RUB 2.3 trillion.
- Robust financial performance, with faster growth and superior profitability compared to peers. Renaissance Insurance achieved a compound annual growth rate (CAGR) of 17% for GWP from 2017 to 2020, almost double the annual CAGR for GWP (9%) of the other top-10 insurance players, according to the Company and CBR data. The recent growth is in line with the Group’s long-term trends: the Group grew its GWP by 6.5x between 2010 and 2020, from RUB 12.8 billion² to RUB 82.8 billion, primarily driven by organic expansion and value accretive M&A transactions. This attractive growth profile has been accompanied by high profitability. The Group’s return on tangible equity (RoATE) for the years ended 31 December 2020 and 31 December 2019 reached 29% on average, significantly higher than the 19% on average achieved by the other top-10 players³ for the same period, based on companies’ IFRS financial statements. Net profit grew at a CAGR of 18% from approximately RUB 3.4 billion in 2018 to approximately RUB 4.7 billion in 2020. Under its dividend policy, the Company aims to pay out dividends in the amount of at least 50% of consolidated net profit on an annual basis. Decisions on the recommended dividend amount will be made subject to the Group’s investment needs in terms of business development (including M&A), the achievement of key strategic goals and compliance with capital adequacy and other regulatory requirements.
- Experienced management team with a strong leadership track record supported by highly regarded founder and entrepreneurial long-term shareholders. The Renaissance Insurance management team has many years of successful experience at Russian financial and non-financial companies. Key members of the team have worked at the Group for more than 10 years. Renaissance Insurance CEO Yulia Gadliba has been voted one of Russia’s top women CEOs by Forbes Russia for the past three years. Renaissance Life Ltd CEO Oleg Kiselev has been with the Company since its foundation and has been a key player in the development of the Russian life insurance market. The Company was founded by Boris Jordan, a US-Russian businessman and entrepreneur who has built successful businesses in the US, Europe and Russia (and has taken US and European businesses public). In addition to LLC “Holding Renaissance Insurance” (52.12%), whose main ultimate beneficial owners are Boris Alexis Jordan, Mary Louise Ferrier, Dmitry Bakatin and Sergei Riabtsov, the Group’s shareholders include NOTIVIA LTD (12.08%) beneficially owned by Baring Vostok, Centimus Investments (9.99%) owned by Roman Abramovich, Laypine Ltd (9.55%) owned by Alexander Abramov, Bladeglow Limited (4.77%) owned by Alexander Frolov, Andrey Gorodilov (4.33%) and Sputnik Management Services Limited (7.16%) whose ultimate beneficial owners are the main ultimate beneficial owners of Holding Renaissance Insurance LLC, all of whom recognise the substantial potential of the Russian insurance market.
In 1H 2021, GWP reached RUB 47.7 billion, an increase of 38% year-on-year; non-life GWP rose by 23% and life GWP grew by 53% year-on-year during the first six months of 2021. The GWP increases for both business lines during 1H 2021 were faster than the overall growth of their respective market segments during the same period.
Russian insurance sector segment overview
Key segments in the non-life insurance sector are:
For more information please contact:
Renaissance Insurance PR: pr@renins.com
Renaissance Insurance IR: ir@renins.com
EM (communications advisor to Renaissance Insurance Group)
Daria KhilenkovaSamuel VanDerlip
khilenkova@em-comms.comvanderlip@em-comms.com
+7 916 805 4926+44 7554 993 032
IMPORTANT NOTICE
This press release is an advertisement and not a prospectus and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities of Renaissance Insurance Group Public Joint Stock Company (the “Company” and, the “Securities”, as applicable) or rights to subscribe for the Securities to any person in Australia, Canada, Japan, the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the “Securities Act”) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the Securities may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the Securities have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the Securities in the United States.
This press release is being distributed to and directed at persons in member states of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 and amendments thereto (the “Prospectus Regulation”) (“Qualified Investors”).
In addition, in the United Kingdom, this press release is being distributed to and is directed only at persons who are “qualified investors”, within the meaning of Article 2(e) of the EU Prospectus Regulation as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal Act) 2018 who are (i) persons who have professional experience in matters relating to investments who fall within the definition of “investment professionals” as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”).
This communication does not constitute an offer of the securities referred to herein to the public in the United Kingdom and investment or investment activity, or controlled investment or controlled activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA. No person that is not a Relevant Person should or Qualified Investor may act or rely on this press release or any of its contents.
Solely for the purposes of the product governance requirements contained within (a) Regulation (EU) 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA ("U.K. MiFIR"); and (b) the FCA Handbook Product Intervention and Product Governance Sourcebook, (together, the "U.K. MiFIR Product Governance Rules") and/or Article 9(8) of Commission Delegated Directive 2017/593 (the “Delegated Directive”) regarding the responsibilities of Manufacturers under the Product Governance Requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments as amended (“MiFID II”); (b) Articles 9 and 10 of the Delegated Directive; and (c) the local implementing measures (the “MiFID II Product Governance Requirements”), the Securities the subject of the Offering have been subject to a product approval process, which has determined that such Securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the UK Product Governance Requirements and/or the MiFID II Product Governance Requirements, in each case to the extent applicable) should note that: the price of the Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Credit Suisse International, J.P. Morgan Securities plc, VTB Capital plc, BCS Prime Brokerage Limited, Renaissance Securities (Cyprus) Limited, Sberbank CIB (UK) Limited and Sova Capital Limited will only procure investors who meet the criteria of professional clients and eligible counterparties. Each distributor is responsible for undertaking its own target market assessment in respect of the Securities and determining appropriate distribution channels.
In connection with the Offering, an affiliate of Renaissance Securities (Cyprus) Limited (the “Stabilising Manager”) acting as a market-maker (the “Market-Maker”), will, to the extent permitted by applicable laws, regulations and rules of the Central Bank of Russia and/or the Moscow Exchange, purchase for stabilisation purposes an amount of Securities to be specified in the pricing statement to be prepared by the Company in connection with the Offering on the Moscow Exchange during the Stabilisation Period (as defined in the Offering Memorandum to be published by the Company in connection with the Offering), with a view to supporting the market price of the Securities at a level higher than the one that might otherwise prevail in the open market, in accordance with the agreement between the Company, the Market-Maker and the Moscow Exchange. There will be no obligation on the part of the Stabilising Manager or any person acting on behalf of the Stabilising Manager to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. Except as required by law or regulation, neither the Stabilising Manager nor any person acting on behalf of the Stabilising Manager intends to disclose the extent of any stabilisation transactions conducted in relation to the Offering.
These materials do not contain or constitute an offer, or an invitation to make offers, sell, purchase, exchange or transfer any Securities in the Russian Federation, and do not constitute an advertisement of any Securities in the Russian Federation. This communication does not constitute or form part of individual investment advice, investment consulting or personal recommendation (within the meaning of the federal legislation of the Russian Federation (including, without limitation, Federal Law dated April 22, 1996 No. 39-FZ “On the Securities Market”, as amended)).
None of Credit Suisse International, J.P. Morgan Securities plc, VTB Capital plc, BCS Prime Brokerage Limited, Renaissance Securities (Cyprus) Limited, JSC “Sberbank CIB”, Sberbank CIB (UK) Limited, Sova Capital Limited or Tinkoff Bank (collectively, the “Banks”) or the expected Selling Shareholders nor any of their respective affiliates, directors, officers, employees, advisers, agents or any other person, accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this press release (or whether any information has been omitted from this press release) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this press release or its contents or otherwise arising in connection therewith. Accordingly, each of the Banks, the expected Selling Shareholders and their respective affiliates, directors, officers, employees, advisers, agents and any other person acting on any of their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this press release, whether in tort, contract or otherwise which they might otherwise have in respect of this press release or its contents or otherwise arising in connection therewith.
Each Bank is acting exclusively for the Company and no one else in connection with the matters referred to in this press release, and will not regard any other person as their respective clients in relation to the matters referred to in this press release and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the matters referred to in this press release, the contents of this press release or any transaction, arrangement or other matter referred to herein.
Certain statements in this communication are not historical facts and are “forward looking” within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, financial position and future operations and development, our business strategy and the trends we anticipate in the industries and the political and legal environment in which we operate and any other information that is not historical information. By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward looking statements. We do not intend and we do not assume any obligation to update any forward looking statement contained herein.
The date of the admission of the Securities to trading on the Moscow Exchange (the "Admission") may be influenced by factors such as market conditions. There is no guarantee that the Admission will occur, and you should not base your financial decisions on the Company's intentions in relation to the Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of the Securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
Nothing contained herein constitutes or should be construed as: (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.
For the avoidance of doubt, the contents of the Company’s website are not incorporated by reference into, and do not form part of, this announcement.
_______________________________
¹ Market capitalization range provided assumes RUB 18 billion of primary proceeds
² Calculated as a sum of GWP of Renaissance Insurance and Renaissance Life on a stand-alone basis.
³ Excluding Sberbank Insurance and VTB-SOGAZ, the largest banking group captive player and a company with different business structure.
⁴ Administrative Cost Ratio is calculated as administrative expenses divided by gross written premiums.
⁵ Net Profit Ratio is calculated as net profit divided by gross written premiums.
⁶ Return on Tangible Equity is calculated as the sum of net profit for the last 12 months adjusted for amortisation of value of business in force divided by the average total equity adjusted for goodwill plus intangible assets plus value of business in force for the specified period.
Russian insurance sector segment overview
Key segments in the non-life insurance sector are:
- Motor insurance is the largest insurance group of non-life products and one of the pioneer products in the Russian insurance market. The product offering consists of two main insurance products: motor own damage (MOD) and compulsory third-party liability (CMTPL).
- Health insurance consists of two products, voluntary medical insurance (VMI, both corporate and individual) and travel insurance.
- Accident insurance, primarily general accident insurance, with an insignificant share of transport passengers’, patients’ and employees’ accident insurance.
- Property insurance, consisting of corporate and individual property insurance.
- Savings insurance, which includes endowment life insurance, a programme that enables customers to create targeted savings regardless of negative life and health outcomes; and investment life insurance, which is a single premium savings product with a significant investment component combined with a guarantee of a premium refund upon maturity and risk coverage;
- Credit life insurance, which covers the debt of a borrower in the event of the policyholder’s death, permanent and/or temporary disability, sickness, unemployment, etc.
- Other life insurance products, such as risk insurance, for instance, formed less than 5% of the life insurance GWP in 2020.
For more information please contact:
Renaissance Insurance PR: pr@renins.com
Renaissance Insurance IR: ir@renins.com
EM (communications advisor to Renaissance Insurance Group)
Daria KhilenkovaSamuel VanDerlip
khilenkova@em-comms.comvanderlip@em-comms.com
+7 916 805 4926+44 7554 993 032
IMPORTANT NOTICE
This press release is an advertisement and not a prospectus and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities of Renaissance Insurance Group Public Joint Stock Company (the “Company” and, the “Securities”, as applicable) or rights to subscribe for the Securities to any person in Australia, Canada, Japan, the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the “Securities Act”) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the Securities may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the Securities have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the Securities in the United States.
This press release is being distributed to and directed at persons in member states of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 and amendments thereto (the “Prospectus Regulation”) (“Qualified Investors”).
In addition, in the United Kingdom, this press release is being distributed to and is directed only at persons who are “qualified investors”, within the meaning of Article 2(e) of the EU Prospectus Regulation as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal Act) 2018 who are (i) persons who have professional experience in matters relating to investments who fall within the definition of “investment professionals” as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”).
This communication does not constitute an offer of the securities referred to herein to the public in the United Kingdom and investment or investment activity, or controlled investment or controlled activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA. No person that is not a Relevant Person should or Qualified Investor may act or rely on this press release or any of its contents.
Solely for the purposes of the product governance requirements contained within (a) Regulation (EU) 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA ("U.K. MiFIR"); and (b) the FCA Handbook Product Intervention and Product Governance Sourcebook, (together, the "U.K. MiFIR Product Governance Rules") and/or Article 9(8) of Commission Delegated Directive 2017/593 (the “Delegated Directive”) regarding the responsibilities of Manufacturers under the Product Governance Requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments as amended (“MiFID II”); (b) Articles 9 and 10 of the Delegated Directive; and (c) the local implementing measures (the “MiFID II Product Governance Requirements”), the Securities the subject of the Offering have been subject to a product approval process, which has determined that such Securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the UK Product Governance Requirements and/or the MiFID II Product Governance Requirements, in each case to the extent applicable) should note that: the price of the Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Credit Suisse International, J.P. Morgan Securities plc, VTB Capital plc, BCS Prime Brokerage Limited, Renaissance Securities (Cyprus) Limited, Sberbank CIB (UK) Limited and Sova Capital Limited will only procure investors who meet the criteria of professional clients and eligible counterparties. Each distributor is responsible for undertaking its own target market assessment in respect of the Securities and determining appropriate distribution channels.
In connection with the Offering, an affiliate of Renaissance Securities (Cyprus) Limited (the “Stabilising Manager”) acting as a market-maker (the “Market-Maker”), will, to the extent permitted by applicable laws, regulations and rules of the Central Bank of Russia and/or the Moscow Exchange, purchase for stabilisation purposes an amount of Securities to be specified in the pricing statement to be prepared by the Company in connection with the Offering on the Moscow Exchange during the Stabilisation Period (as defined in the Offering Memorandum to be published by the Company in connection with the Offering), with a view to supporting the market price of the Securities at a level higher than the one that might otherwise prevail in the open market, in accordance with the agreement between the Company, the Market-Maker and the Moscow Exchange. There will be no obligation on the part of the Stabilising Manager or any person acting on behalf of the Stabilising Manager to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. Except as required by law or regulation, neither the Stabilising Manager nor any person acting on behalf of the Stabilising Manager intends to disclose the extent of any stabilisation transactions conducted in relation to the Offering.
These materials do not contain or constitute an offer, or an invitation to make offers, sell, purchase, exchange or transfer any Securities in the Russian Federation, and do not constitute an advertisement of any Securities in the Russian Federation. This communication does not constitute or form part of individual investment advice, investment consulting or personal recommendation (within the meaning of the federal legislation of the Russian Federation (including, without limitation, Federal Law dated April 22, 1996 No. 39-FZ “On the Securities Market”, as amended)).
None of Credit Suisse International, J.P. Morgan Securities plc, VTB Capital plc, BCS Prime Brokerage Limited, Renaissance Securities (Cyprus) Limited, JSC “Sberbank CIB”, Sberbank CIB (UK) Limited, Sova Capital Limited or Tinkoff Bank (collectively, the “Banks”) or the expected Selling Shareholders nor any of their respective affiliates, directors, officers, employees, advisers, agents or any other person, accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this press release (or whether any information has been omitted from this press release) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this press release or its contents or otherwise arising in connection therewith. Accordingly, each of the Banks, the expected Selling Shareholders and their respective affiliates, directors, officers, employees, advisers, agents and any other person acting on any of their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this press release, whether in tort, contract or otherwise which they might otherwise have in respect of this press release or its contents or otherwise arising in connection therewith.
Each Bank is acting exclusively for the Company and no one else in connection with the matters referred to in this press release, and will not regard any other person as their respective clients in relation to the matters referred to in this press release and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the matters referred to in this press release, the contents of this press release or any transaction, arrangement or other matter referred to herein.
Certain statements in this communication are not historical facts and are “forward looking” within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, financial position and future operations and development, our business strategy and the trends we anticipate in the industries and the political and legal environment in which we operate and any other information that is not historical information. By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward looking statements. We do not intend and we do not assume any obligation to update any forward looking statement contained herein.
The date of the admission of the Securities to trading on the Moscow Exchange (the "Admission") may be influenced by factors such as market conditions. There is no guarantee that the Admission will occur, and you should not base your financial decisions on the Company's intentions in relation to the Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of the Securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
Nothing contained herein constitutes or should be construed as: (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.
For the avoidance of doubt, the contents of the Company’s website are not incorporated by reference into, and do not form part of, this announcement.
_______________________________
¹ Market capitalization range provided assumes RUB 18 billion of primary proceeds
² Calculated as a sum of GWP of Renaissance Insurance and Renaissance Life on a stand-alone basis.
³ Excluding Sberbank Insurance and VTB-SOGAZ, the largest banking group captive player and a company with different business structure.
⁴ Administrative Cost Ratio is calculated as administrative expenses divided by gross written premiums.
⁵ Net Profit Ratio is calculated as net profit divided by gross written premiums.
⁶ Return on Tangible Equity is calculated as the sum of net profit for the last 12 months adjusted for amortisation of value of business in force divided by the average total equity adjusted for goodwill plus intangible assets plus value of business in force for the specified period.
¹ According to Expert RA ranking for Q1 2021
² According to audited IFRS financial statements for FY 2020
³ Total investment portfolio managed by the company and third-party providers
⁴ According to Masmi research for February 2021, and according to sravni.ru for June 2021.
² According to audited IFRS financial statements for FY 2020
³ Total investment portfolio managed by the company and third-party providers
⁴ According to Masmi research for February 2021, and according to sravni.ru for June 2021.
Renaissance Insurance Group
Leading independent all-purpose player in Russian insurance market
Contact us by any means of communication. We are always glad to new ideas and answer your questions:
E-mail: ir@renins.com
8 800 333 88 00 #6010
Leading independent all-purpose player in Russian insurance market
Contact us by any means of communication. We are always glad to new ideas and answer your questions:
E-mail: ir@renins.com
8 800 333 88 00 #6010