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Teaser January 2015 Enquiries All communications and enquiries related to this document should be directed to Citi and Halk Yatırım. Under no circumstances should any employee of Halkbank and Halk Sigorta or any other member of Halkbank group be contacted directly. Citi Kayıhan Kopmaz Managing Director Head of Turkish Investment Banking Tel: +90 212 319 44 11 Email: kayihan.kopmaz@citi.com Address: Tekfen Tower Eski Büyükdere Cad. No: 209, Kat: 4 34394, Levent İstanbul, Turkey Address: Citigroup Centre 33 Canada Square London E14 5LB United Kingdom Egemen Edgü Director Turkish Investment Banking Tel: +44 20 7986 71 16 Email: egemen.edgu@citi.com Onur Canlıtepe Vice President Turkish Investment Banking Tel: +44 20 7986 57 47 E-posta: onur.canlitepe@citi.com Address: Citigroup Centre 33 Canada Square London E14 5LB United Kingdom 1 Cyrille Cotte Director Insurance Investment Banking Tel: +44 20 7986 72 12 Email: cyrille.cotte@citi.com Address: Citigroup Centre 33 Canada Square London E14 5LB United Kingdom Halk Yatırım Murat Çetinkaya General Manager Tel: +90 212 314 81 20 Email: mcetinkaya@halkyatirim.com.tr Address: Halide Edip Adıvar Mah. Darülaceze Cad. No:20 Kat:4 34382, Şişli İstanbul, Turkey Bülent Sezgin Assistant General Manager, Investment Banking Tel: +90 212 314 82 80 Email: bsezgin@halkyatirim.com.tr Address: Halide Edip Adıvar Mah. Darülaceze Cad. No:20 Kat:4 34382, Şişli İstanbul, Turkey Investment Opportunity and Transaction Scope Pursuant to Privatization High Council’s (“PHC”) decision dated 5 February 2007 and numbered 2007/08, Türkiye Halk Bankası A.Ş. (‘‘Halkbank’’) was taken into the privatization scope and program. Pursuant to the PHC’s decision dated 29 December 2014 and numbered 2014/130, 93.49% of Halk Sigorta A.Ş. (“Halk Sigorta” or “the Company”) shares, 89.18% held by Halkbank and 4.31% stake held by Halk Yatırım Menkul Değerler Anonim Şirketi (“Halk Yatırım”), will be privatized via a Block Sale method (“Transaction”). As part of this Transaction, Halk Sigorta will also enter into a 15-year exclusive bancassurance agreement with Halkbank for the distribution of non-life insurance products, subject to legal and commercial terms to be agreed between the parties. The privatization procedure of Halk Sigorta in relation to this Transaction shall be conducted in accordance with the provisions of the Privatization Law numbered 4046. Investment Case Turkey: Strong Macro and Supportive Operating Environment Underpenetrated Non-Life Sector with Profitable Growth Prospects Solid Non-Life Franchise with Diversified Business Mix and Multi-distribution Model Robust Bancassurance Platform with Significant Upside Financial Strength and Track Record of Profitable Growth Experienced Management Team with a Clear Strategic Plan for the Future Transaction Scope Free Float 51.1% Halkbank is planning to sell a 89.18% stake in Halk Sigorta, together with an exclusive 15-year bancassurance agreement for the distribution of non-life products. Halk Yatırım’s 4.31% stake in Halk Sigorta will be included in the Transaction, currently held as a financial investment. The remaining 6.51% shares of Halk Sigorta are listed on the Borsa Istanbul and are subject to Capital Markets Board (“CMB”) legislation relating to listed companies. No exemption has been requested for these shares from the CMB in relation to this Transaction. The potential acquirer will need to follow CMB legislation with regard to the change of control of listed companies in Turkey. 48.9% Total Free Float Scope of Transaction 89.18% 100% Life Business Pension Business Exclusive 15-yr bancassurance 10.82% Halk Yatırım Portfolio 4.31% Other 6.51% 0.07% Pension Monitoring Centre Note: Halk Sigorta’s 16.67% ownership in unconsolidated affiliate Türk P&I, specialist in maritime protection and indemnity insurance, will be transferred to Halkbank prior to the Transaction and do not fall into the Transaction scope. Türk P&I had a total shareholders’ equity of TRY5.05m and total paid-in capital of TRY6m as of 1H2014. 2 Underpenetrated Non-Life Sector with Profitable Growth Prospects – – Cross Country Comparison Underpenetrated Non-Life Insurance sector (1.3% GDP) compared to CEE and European countries (2-3% average), driving future growth prospects: – Non-Life insurance sector growth of c.15% CAGR over the last decade (in US$ term). Sector size quadrupled in size since 2003. Expected Turkish GDP growth of 4.4% over the next 5 years compounded by further penetration of non-life insurance into GDP should result in material growth for the sector in the short and medium term. Increasing Technical profitability of the sector is expected to be fuelled by scale benefits, new product developments and improved underwriting: – – – 2013 showed a material improvement in sector technical profitability up to c.6%. Development of new products and use of new distribution channels with higher and more stable margins are expected to improve the long-term profitability of the sector (i.e.. health and accident, bancassurance distribution, telemarketing and other alternative channels). Insurance players increasingly sophisticated, importing best underwriting practices from mature markets and launching selective underwriting strategies. Product Mix by GWP 100% 5% Non-Life GWP as % of GDP Averages of Non-life GWP as % of GDP Mature markets(1): 3.1% CEE(2): 2.0% Turkey: 1.3% Slovenia 4% 90% Germany 80% 70% 2% Croatia Czech Rep. Poland Turkey Slovakia Hungary Bulgaria 1.3% Serbia 1% 5,000 10,807 15,000 Italy 5%5% 13% 10% 13 13% 13% 14% 13% 14% 14% 13% 14% 12% 13% 12% 14% 14 18% 19% 19 30% 30% 20% 20% 34% 10% 45,000 32% 34% 19% 21% 18% 19% 18% 18% 21% 21% 21% 21% 23% 21% 26% 23% 26% 23% 23 32% 32% 32% 32% 31% 32% 29% 31% 26% 29% 26 2011 2012 2013 1H 20141H 2 2010 2011 2012 2013 Motor Third Party Liability Property General Losses Other Technical Profitability (TRYm) 14 1.5% 6.4% 1.3% 1150 12 1.1% 1.1% 8 1.0% 1.1% 1.1% 1.1% 1.1% 1.1% 150 7.7 7.2 2.6 3.8 404 0.4% 4 4.8 5.6 6.7 7.8 0.9% 1.6% 227 109 20 (0.1%) 2.0% 0.6% 58 0.0% 9.4 (5) (2.0%) -350 0.7% (4.0%) (567) (4.5%) 0 -850 0.5% 2003 2004 2005 2006 2007 2008 Non-Life Insurance GWP (US$bn) Source: Sigma report, Insurance Association of Turkey. Note: (1) Mature markets include Netherlands, Switzerland, Australia, UK, USA, Denmark, Germany, Austria, Italy and Belgium. (2) CEE markets include Poland, Croatia, Slovakia, Bulgaria, Czech Republic, Slovenia, Hungary and Serbia. (3) Technical Margin calculated as Technical Profit Balance / Net Earned Premium. 2009 6.0% 4.0% 650 0.9% 2 879 8.0% 3.8% 1.0% 8.5 6.3% 1.3% 1.2% 10 2010 2011 2012 2013 Non-Life Insurance GWP as % of GDP (6.0%) 2006 2007 5 18% 18% 0% 2008 2009 2010 2008 2009 Motor Own Damage Health Turkish Non-life Insurance Market 10.7 3 5%5% 10% 10% 20% 21% GDP per capita (US$) 6 5%5% 10% 10% 40% 0% 35,000 5%5% 8%10% 50% 20% 40% Size of the circles is 10% proportionate to the non-life GWP 25,000 4%5% 9%8% 21% 21% 50% France 4%4% 8%9% 70% 21% 60% 60% Spain 3% 100% 4% 8% 90% 13% 80% 2008 2009 2010 2011 2012 2013 (3) Technical Profit/(Loss) Technical Margin Halk Sigorta - Business Overview (1/2) Overview Established in 1958 under the Birlik Sigorta brand name and rebranded as Halk Sigorta in 2010. Halk Sigorta is listed on the Istanbul Stock Exchange since May 2012 with a market cap of US$168mn as of 1st January 2015. Halk Sigorta is the 12th largest player in the Turkish Non-Life insurance market with a 2.6% GWP market share as of 1H2014. Halk Sigorta’s key differentiators in the Turkish Non-Life market are: – Its customer-centric service quality, its strong “Halk” brand name and reputation – Established and close relationships with both its agency and bancassurance channel – Its range of reasonably priced products Halk Sigorta offers a large range of products ranging from Motor, Fire, Property, Mandatory Earthquake and other natural disasters, General Losses, Health and Personal Accident. – Historically, products predominantly sold by Halk Sigorta have been MOD, MTPL, Fire and Natural Disaster. – Similar to most players in the Turkish non-life insurance market, majority of GWP is generated through agents, complemented by the bancassurance channel. – Economies of scale are supporting profitability levels. As of 1H2014, share of bancassurance stood at 35%, significantly higher than market average of 14%, with a focus on increasing bancassurance 1958 1998 1999 2000 2005 Established under As per the change in Expansion of reach to Samsun and Bursa “Birlik Sigorta” brand regulatory framework, national level started regional offices name as the first Birlik Sigorta with establishment of established. cooperative company transferred its life İstanbul, Adana, in the Turkish insurance business to Elazığ and Antalya insurance industry. Birlik Hayat Sigorta. regional offices. 2009 2010 2011 Halkbank acquired a 63.3% of Halk Sigorta stake from Halkbank Personel Vakfı and increased its stake to 78.3%, up from 15.0%. 2012 2013 - 1Y2014 Halkbank injected Company renamed to Company decided to 10.82% stake started TRY15.5m capital and “Halk Sigorta”. list in Borsa İstanbul’s trading in Borsa increased stake to Secondary Trading İstanbul in May. 89.18%. Paid in Platform. Company’s paid-in capital increased to Appointment of a new capital increased to TRY40m. senior management TRY70m. team in December. Paid-in capital of the Company increased to TRY94m in 1H2014. Market Positioning by GWP # Com pany 1 Allianz Sigorta GWP 1H 2014 (TRYm ) Market Share 2 Anadolu 3 AXA 4 AkSigorta 5 Mapfre Genel 6 Gunes 622 5.3% 614 5.2% (1) 1,666 1,593 1,420 951 780 14.2% 13.6% 12.1% 8.1% 6.7% – Products sold in 874 Halkbank branches 7 Groupama – Wide distribution network of 493 agencies and 38 brokers 8 Ziraat 418 3.6% The Company had 245 employees as of 1H2014: 9 Eureko 409 3.5% – 10 Sompo Japan 336 2.9% 11 Ergo 326 2.8% 12 Halk Sigorta 300 2.6% 13 HDI 293 2.5% 14 Acıbadem 15 Zurich 181 employees in the HQ and 64 in regional sales offices. Following the appointment of a new and highly experienced management team in December 2011, the Company has achieved a strong GWP growth, while also significantly improving bank penetration and profitability Source: Company, Sigma report, Insurance Association of Turkey. Note: (1) Includes Yapı Kredi Sigorta following the completion of merger. 4 Key Milestones 256 204 2.2% 1.7% Halk Sigorta - Business Overview (2/2) Non-Life Premiums by Channel Bank GWP % Gross Combined Ratio Evolution TRYm 39.6% 31.3% 37.6% 37.5% 35.2% 68.7% 62.4% 62.5% 64.8% 1H2014 Net COR Non-Bank GWP % 60.4% 118% 30% 257 82 124 300 3 14 177 271 2 13 154 270 206 4 1 119 96% 89% 177 2012 Bank 2013 Agency Broker 102 106 1H2013 89% 1H2014 4% 9% 8% 3% 3% 11% 14% 9% 27% 25% 3% 30% 26% 2011 2012 16% 16% 2011-2013 CAGR 40% 38% 38% Broker 5% MTPL 43% Direct 1% Bank 35% 24% 64% 52% 54% 2013 1H2013 Fire and Natural Disasters 26% Agency 59% MOD 13% 1H2014 (2) Expense Ratio RoAE and Net Profit Evolution Rank 30% #13 #8 #13 #14 #18 #12 33.1% 17% 4.7% 3.9% 3.8% 22.7% 25.4% 42.2 3.3% 1.6% 1.5% 16% 13.4% 2.6% 2.3% 2.3% 1.9% 42% 22% Accident Other 2% Health 3% 4% General Losses 9% Market Share by Product and Ranking 60% 43% 24% (1) 13% 27% 24% Loss Ratio 53% 20% 78% 87% #6 22% 76% 27% Direct GWP Evolution by Product 5% 99% 88% 61% 2011 95% 117% 470 6 17 395 5 10 Product and Distribution Mix 1H2014 15.4 1.8% 1.6% 0.7% 0.6% 13.8 11.5 1H2013 1H2014 -8.9 98% 2011 2012 (3) MTPL Fire and Natural Disasters Health (4) Other 2013 1H2013 (3) MOD General Losses Accident 1H2014 MTPL MOD Fire and General Health Accident Total Natural Losses Non-Life Disaster 2013 Source: Company. Note: (1) Gross Loss ratio calculated as (Gross Claims Paid + Change in Outstanding Claims Provisions) / Gross Earned Premium. (2) Cost ratio includes both expense ratio and acquisition ratio. (3) MTPL corresponds to Motor Third Party Liability and MOD to Motor Own Damage. 5 (4) Others includes maritime vehicles, transportation, aircraft liability, general liability and financial losses products. 1H2014 -19.5% 2011 2012 Net Profit 2013 ROAE Halkbank: Robust Bancassurance Platform Share Price Performance Second largest state-owned bank and largest bank in Turkey by assets and loans with market share of 7.9% and 8.2% respectively 6th Universal bank with an established franchise in both corporate and retail segments Strategic focus on SMEs, given historical role to support this segment Nationwide distribution network of 880 domestic branches as of 1H2014 – Top 6 bank by branch network 25 1,318 15 984 10 7,3% Consumer 8,3% 867 708 -2007 2008 2009 2010 2011 Halkbank 2012 2013 2015 Revenue Mix Loans to Deposits 16.7% 16.8% 15.5% 16.2% 12.2% 16.0% 15.9% 14.3% 16.2% 13.9% Other 1% SME 39% Loan Portfolio Breakdown by Currency TRY: 72% FX: 28% Micro SMEs 13% 71.5% 68.8% 70.9% 70.3% 73.4% 2010 2011 2012 2013 1H 2014 NII Funding Mix Fees RoAE and RoAA 82% 2.9% 2.9% 2011 2012 84% 98% NPL Ratio 2010 3.0% 2.5% 2.6% 2013 1H2014 Basel II Basel III 16.2% 15.9% 2.6% 14.3% 2.2% Deposits Breakdown Retail: 68% Corporate: 32% 2.6% Capital Adequacy Basel I Other Liabilities Equity 5% 11% 13.9% 14.4% 1.7% 31% 25% 25% 21% 16% Deposits 65% 2010 Source: Halkbank unconsolidated financial statements, Banks Association of Turkey, Factset. Note: (1) BIST-100 Index rebased to Halkbank IPO price of TRY 8.0 per share. 85% Other (1H2014) Securities Issued 12% 81% 3.8% 6% Retail 27% 9,2% 542 (By Customer Type, 1H2014) Corporate 27% Commercial Mortgage 672 BIST-100 Loan Portfolio Breakdown Interbank 7% 6 11,8% Retail 880 5 Over 14,500 employees Rated Baa3/Negative by Moody’s and BBB-/Stable by Fitch SME 970 – c.6,500 corporate and commercial clients – Market cap of US$7.4bn as of 1 January 2015 (By Loan Type, 1H2014) 1,649 992 – 7.7 million retail customers Conducted US$1.9bn IPO in 2007 floating 25.0% and in 2012 increased free float by further 23.9% via US$2.5bn SPO Market Share (1H2014) 20 Strong and stable deposit and customer base – 1.2 million SME customers Branch Network Market cap as at 1 Jan 2015: US$7.4bn (TRY / share) Business Overview 2011 2012 RoAE 2013 RoAA 1H2014 2010 2011 2012 2013 Capital adequacy 1H2014 Disclaimer This teaser (the “Teaser”) has been prepared at the direction of and from materials and information supplied by Türkiye Halk Bankası A.Ş (“Halkbank”) and Halk Sigorta A.Ş (“Halk Sigorta” or the “Company”) and solely in connection with the possible sale of Halk Sigorta (the “Proposed Transaction”). The Teaser (references to which shall be deemed to include any information which has been or may be supplied in writing or orally in connection herewith or in connection with any further enquiries) is being delivered to parties who, it is believed, may be interested in acquiring the Company. Citigroup Global Markets Limited (“Citi”) and Halk Yatırım Menkul Değerler A.Ş (“Halk Yatırım”) are acting as Halkbank’s financial advisor and Citi is also acting as the financial advisor to the Republic of Turkey Prime Ministry Privatization Administration (“PA”). By its acceptance hereof, each recipient agrees that they will use this Teaser for the sole purpose of deciding whether to proceed with a further investigation of the Company. This Teaser is not intended to form the basis of any investment decision and should not be considered as a recommendation by Halkbank, the Company, Citi, Halk Yatırım, PA or any other person to the recipient of this Teaser. In all cases, interested parties should conduct their own investigation and analysis of the Proposed Transaction and the information contained in this Teaser. This Teaser does not constitute an offer or invitation for the sale or purchase of securities or any of the business or assets described in it. No information set out or referred to in this Teaser shall form the basis of any contract. Any prospective purchaser shall be required to acknowledge in the sale and purchase agreement for the Proposed Transaction (when, as and if executed) that it has not relied on or been induced to enter into such an agreement by any representation or warranty, save as expressly set out in such agreement. While the information contained herein is believed to be accurate, Citi and Halk Yatırım have not conducted any investigation with respect to such information and this Teaser has not been independently verified. No representation, warranty or undertaking, express or implied is or will be given by the Company, PA, Halkbank, Citi and Halk Yatırım or their respective directors, partners, employees, advisers or representatives or any other person as to, and no reliance should be placed on, the accuracy, completeness or fairness of this Teaser and, so far as permitted by law and except in the case of fraud by the party concerned, no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements negligent or otherwise relating thereto or for any loss however arising from any use of this Teaser or its contents or otherwise arising in connection with this Teaser. Only those particular representations and warranties made by the Company in a definitive written purchase agreement, when and if one is executed, and subject to such limitations and restrictions as may be specified in such purchase agreement, shall have any legal effect. Neither the Company, PA, Halkbank, Citi and Halk Yatırım nor any of their respective directors, partners, employees or advisers nor any other person shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from this Teaser and any such liability is expressly disclaimed. In all cases, interested parties should conduct their own investigation and analysis of the Company and the information contained in this Teaser. Any prospective purchaser of the issued share capital, assets or business as described herein will, so far as permitted by law and except in the case of fraud by the party concerned, be required to acknowledge, in the purchase contract or in any offer made by it for the issued share capital, assets or business as described herein, that it has not relied upon or been induced to enter into such contract or to make such offer by any representation or statement contained herein. Except where otherwise indicated, this Teaser speaks as of the date hereof. Neither the delivery of this Teaser nor the purchase of the Company shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. In furnishing this Teaser, neither the Company nor Citi, Halk Yatırım, PA, Halkbank undertakes any obligation to update any of the information contained herein or to correct any inaccuracies which may become apparent. The PA is subject to Law No. 4046 during the tender process. This tender is not subject to State Tender Law No. 2886 and the PA reserves the right at its sole discretion to proceed or not with the bidding process, to award the contract at its own discretion, and to extend the bidding deadline. This Teaser does not constitute or form part of and should not be construed as an offer or invitation for the sale or purchase of shares, assets or business described herein or an inducement to enter into an investment activity. No part of this Teaser shall form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The PA, Halkbank, Citi and Halk Yatırım reserve the right to negotiate with one or more prospective purchasers at any time and to enter into a definitive agreement for the sale of the Company described herein without prior notice to other prospective purchasers. The PA, Halkbank, Citi and Halk Yatırım also reserve the right, without advance notice, to change the procedure for the sale of the Company as described herein or to terminate negotiations at any time prior to the entry into of any binding contract for the purchase of the issued share capital, assets or business as described herein. Citi and Halk Yatırım are acting for the PA and Halkbank and no one else in connection with the sale of the Company described herein and neither Citi nor Halk Yatırım will be responsible to any other person other than the PA and Halkbank for providing the protections afforded to its clients for providing advice in relation to such sale. In the United Kingdom, this Teaser is being distributed only to and is directed at (a) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49 of the Order (all such persons together being referred to as “Relevant Persons”). The shares of the Company and/or one or more of its subsidiaries (the “Securities”) are available only to, and any invitation, offer or agreement or proposal to purchase or otherwise acquire the Securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. Neither the Securities and Exchange Commission nor any State Securities Commission has approved or disapproved the Securities or determined if this Teaser is truthful or complete. Any representation to the contrary is a criminal offence. The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “Act”) or under the laws of any state of the United States. Any offer or sale of the Securities will be made in the United States only pursuant to an exemption from the registration requirements of the Act and in accordance with the requirements of such laws for non-public offerings. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite time. Furthermore, the distribution of this document in certain jurisdictions may be restricted by law, and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction or legal requirements in their jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither the Advisor or the Company, or their respective affiliates, shareholders, directors, officers or agents, accept any liability to any person in relation to the distribution or possession of this Teaser in any jurisdiction. In the event that there are any differences between this Teaser and tender specifications, the tender specifications shall overrule this Teaser. Nothing contained herein shall be construed as legal, tax or accounting advice. By accepting this Teaser, the recipient agrees to be bound by the foregoing limitations. 7