Chesnara Regulatory News (CSN)

17 Apr 2009 07:00

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 F¶rs¤kringar 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 plcGraham Kettleborough, CEOTel: +44 (0) 7799 407519PressMichael Henman, Cubitt ConsultingTel: +44 (0) 207 367 5100Hawkpoint Partners LimitedHugh Elwes, Managing DirectorTel: + 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.