NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, OR THE UNITED STATES
This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan or Australia. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") expected to be published by the Partnership Assurance Group plc (the "Company" and, together with its subsidiaries, "Partnership" or the "Group") in due course in connection with the admission of its ordinary shares ("Ordinary Shares") to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). A copy of the Prospectus will, following publication, be available from www.Partnership.co.uk. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction.
For Immediate Release 13 May 2013
Partnership Assurance Group plc announces Intention to Float
Partnership Assurance Group plc, a leading provider of non-standard annuities which offer better terms to customers with medical conditions, today announces its intention to proceed with an Initial Public Offering ("IPO" or "Global Offer") of its Ordinary Shares and to apply for their admission to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities.
The market for non-standard annuities ("NSAs") is the fastest growing segment of the UK annuities market. Partnership has become a leading provider of NSAs through the application of its market-leading proprietary medical and mortality database built up over 18 years (the "Proprietary IP"). Using this Proprietary IP, Partnership is able to offer products that provide a higher income for those retirees suffering from medical or lifestyle conditions and for those managing the rising costs of entering care; these products provide Partnership's customers with materially higher annuity rates than a standard provider. Through its diversified distribution strategy, Partnership is helping more people to gain access to the benefits of NSAs in the UK.
For the year ended 31 December 2012, the Group generated operating profit of £112m, a 56% per annum increase since 2010.
· A business meeting the growing need to offer better products to retirees
- Partnership wins customers by offering better products than are available elsewhere, since its customers will have shopped around the market for the best annuity rates
- Since 2006 Partnership has more than tripled its market share to become a leading player in the NSA market, testament to the attractions of its products to retirees
· A 26% share of a large and structurally high growth market
- The NSA market grew at a 33% CAGR from 2006-2012 to £4.5 billion and is forecast to reach £8.1bn by 2016 (source: Oliver Wyman)
- 55%-65% of UK retirees are estimated to be eligible for the improved terms of a NSA whereas only 32% purchased one in 2012 (source: Oliver Wyman and ABI)
· Growth and profitability founded upon Proprietary IP
- Partnership's Proprietary IP contains over 120 million rating factors, collected over an 18-year period
- As Partnership has continued to collect more data and strengthen its market advantages, it has leveraged its Proprietary IP to pioneer new products, processes and services
· 2012 results continue high organic growth record
- FY 2012 new business premiums up 42% to £1.26 billion (2011: £0.89 billion) and FY 2012 Operating Profit up 42% to £112.1 million (2011: £78.7 million)
- In April 2013, Partnership was ranked the fastest growing private company in the UK for the second consecutive year (source: The Sunday Times PwC Profit Track 100)
· Cash-generative financial profile underpins progressive dividend policy
- Through the combination of its Proprietary IP and reinsurance arrangements, Partnership is able both to improve the quality of its earnings and self-fund its high growth
- The Group's differentiated financial profile enables it to offer investors high levels of growth whilst committing to a progressive dividend policy from IPO
· Experienced Board and senior management team with a track record of delivering profitable growth led by Chief Executive, Steve Groves, and Chairman, Chris Gibson-Smith
Global Offer highlights
· Global Offer to comprise the sale of a portion of Partnership's existing Ordinary Shares held by funds managed or advised by Cinven Partners LLP ("Cinven") and management (together with Cinven, the "Selling Shareholders") and an issue of new Ordinary Shares by the Group to raise approximately £120 million to achieve a minimum free float of 25%
· Proceeds of the Global Offer received by the Company will be used to repay external debt and shareholder loan notes, and for general corporate purposes
· Ordinary Shares to be offered in the Global Offer to institutional investors in the UK and elsewhere outside the United States and only to QIBs in the United States in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act
BofA Merrill Lynch and Morgan Stanley have been appointed as joint sponsors and joint global co-ordinators of the Global Offer, with Keefe, Bruyette & Woods and Panmure Gordon & Co acting as co-lead managers. Evercore is financial adviser to the Company.
Commenting on today's announcement, Chris Gibson-Smith, Chairman of Partnership, said:
"Partnership has developed a new life assurance industry model that puts it among that rare breed of companies with a clear competitive advantage, capable of generating exceptional growth and shareholder returns, by offering a significantly better deal for customers. Partnership is meeting an important need in society to provide an increasing number of people who suffer from serious health and lifestyle conditions higher annuity rates. The IPO is a natural step for Partnership, and the profile generated in the public markets will support its continued growth as the population ages and the potential demand for secure retirement income grows substantially."
Steve Groves, Chief Executive Officer of Partnership, said:
"We set up Partnership in 2005 to use its unrivalled proprietary underwriting capabilities to meet the demands of an exciting growth market. Since then, we've grown sales and profits by around 40-50% each year and the IPO represents an important next step for the business. 2012 has been a further year of record financial performance; our sales have shown year-on-year growth of 42% and our operating profits have also increased 42% to £112 million. The drivers behind our growth are sustainable: the shift from defined benefit to defined contribution pensions, ageing demographics, increasing regulatory and consumer awareness of the benefits of shopping around for an annuity, and providing the right product for our customers. For us, this is underpinned by the insight sourced from our proprietary IP and extensive distribution. With penetration of these better value products currently at only about half their potential, there is a clear opportunity for further strong growth in the years ahead."
Partnership Assurance Group plc Tel: 020 7618 2744
Jim Boyd, Director of Corporate Affairs
Citigate Dewe Rogerson Tel: 020 7638 9571
Michael Berkeley, Grant Ringshaw, Andrew Hey
Evercore Tel: 020 7653 6000
Andrew Sibbald, Nick Chapman, Robert Perry
BofA Merrill Lynch Tel: 020 7628 1000
Henrietta Baldock, Andrew Tusa, Oliver Holbourn
Morgan Stanley Tel: 020 7425 8000
Matt Cannon, Ben Grindley, Joe Suddaby
Keefe, Bruyette & Woods Tel: 020 7663 5400
Panmure Gordon & Co Tel: 020 7886 2500
NOTES TO EDITORS
1 Selected financial data for the 12 months ending 31 December 2012 and 2011
New Business Premiums
New Business Operating Profit
In-Force Operating Profit
Return on Surplus Assets
Operating Profit (pre-tax)
Note: The selected financial data have been extracted from the notes to the Group's accounts, due to be published shortly, which are prepared in accordance with International Financial Reporting Standards (IFRS) and represent part of the Group's key performance indicators.
2 Partnership overview
Partnership is a leading and fast-growing provider of non-standard and care annuities in the UK, offering better rates to individuals who suffer from shortened life expectancy by utilising an IP-led, capital efficient business model which is net cash generative. Partnership's NSA products are priced using its proprietary medical and mortality data which has been collected over 18 years, as well as the experience, underwriting processes, methods and systems to interpret and apply such data.
The Directors believe that this data and Partnership's ability to use it to price its products competitively and profitably represent the critical components of Partnership's competitive advantage. Partnership applies its Proprietary IP to estimate the expected reduction in a potential annuitant's life expectancy from the average. With this information, Partnership is typically able to offer a higher income annuity to customers with medical or lifestyle issues than a standard annuity provider can achieve.
The Group uses reinsurance to reduce its regulatory capital requirements, increase pricing competitiveness and improve the quality of its earnings by de-risking a significant component of its profits. In addition, because Partnership's Proprietary IP reduces the Group's reliance on its reinsurance partners for technical input, the Directors believe that Partnership is able to secure more attractive economic terms for its reinsurance arrangements than its competitors.
The Group's use of its Proprietary IP and reinsurance enables higher margins and a more capital efficient model than it would otherwise achieve. As a result, the Group expects to produce day-one EU IFRS profits and to be net capital generative on its new business.
Partnership's products are typically sold to individuals by intermediaries. Partnership has implemented a multi-channel distribution strategy and secured long-term agreements with its key partners which have supported its strong growth in recent years. The Directors believe that the strength of Partnership's distribution relationships and the willingness of networks to engage with it are testament to the strength of its commitment to offer a better deal for its customers.
3 Partnership's strengths
Partnership's leading position in specialist markets with significant long-term structural growth potential driven by powerful secular trends and improved customer outcomes
Partnership's core markets are expected to continue to benefit from long-term structural growth drivers. The total annuity market is forecast to grow by 11 per cent. CAGR between 2012 and 2016 (source: Oliver Wyman) driven by the growing number of retirees. Moreover, this ageing population is being required to bear greater responsibility for funding its retirement as the UK Government and employers reduce their exposure to the growing cost and liability of personal pension provision, and a pension funding gap emerges.
Within the total annuity market, the NSA market is forecast to grow by 16 per cent. CAGR between 2012 and 2016 (source: Oliver Wyman), as current under-penetration of NSA products amongst UK retirees corrects. Currently only 32 per cent. of retirees purchase an NSA whilst independent research suggests 55-65 per cent. could be eligible (source: Oliver Wyman). In addition, the Directors believe that the care annuity market will expand between 2012 and 2016 as a result of the increasing cost of care and reliance on care by an ageing population.
Partnership was the first provider of impaired annuities in the UK and has been providing NSAs for 18 years, during which time it has grown its market position to become one of the top two providers of NSAs in the UK with a 26 per cent. share of premiums in 2012 (source: ABI). Furthermore, between 2006 and 2012, Partnership more than tripled its share of premiums for UK NSAs (from 8 per cent. to 26 per cent.) in a market which has more than tripled in size over the same period (to £4.5 billion of premium), and is forecast to increase from £4.5 billion to £8.1 billion between 2012 and 2016 (source: Oliver Wyman). Partnership has also been providing care annuities since 1998 and is the leading provider of care annuities in the UK with a 74 per cent. share of premiums for the 9 months ended 30 September 2012 (source: ABI).
The Directors believe that the ability of new entrants to achieve market share profitably is limited by the significant mortality data and underwriting expertise required to underwrite this type of longevity risk competitively, which by its nature can be accumulated only over an extended period as it has been by Partnership.
Partnership's Proprietary IP, which is at the core of its competitive advantage and differentiated business model, providing it with unrivalled insight to select and price risks competitively and profitably
Partnership's Proprietary IP is extensive. Partnership has collected an exclusive dataset by asking more questions for longer than others: Partnership has collected more than 120 million rating factors. This mortality data has a high degree of statistical relevance because Partnership accumulates mortality experience more quickly than a standard annuity provider of equivalent size given the greater number of deaths recorded over a shorter period as a result of its focus on shorter life expectancies. This enables Partnership to monitor experience against assumptions more frequently. Furthermore, because of Partnership's substantial and increasing share in the NSA segment, its high rate of data capture from customers and quote-seekers enhances the quality of its IP more rapidly than could be achieved by competitors or those targeting less medically impaired customers.
The greater accuracy of Partnership's Proprietary IP improves the competitiveness of its product proposition and helps reinforce its competitive advantage by allowing it to price business attractively and profitably. The Directors believe that when competitors are setting their rates, they need to apply a higher "uncertainty risk" discount than Partnership because they do not have the mortality understanding afforded by Partnership's Proprietary IP. Partnership is also able to use insights provided by the Proprietary IP to identify pricing inefficiencies and focus on attractive risks where the Directors believe that it is able to offer better terms to customers than competitors whilst meeting its profit and capital generation targets. In this way, the Group can then win more new business in these areas.
Partnership's attractive reinsurance arrangements, which improve the quality of its earnings and its returns on capital
Reinsurance arrangements benefit the Company's financial profile. High levels of longevity risk transfer via reinsurance reduce Partnership's capital requirements, enhance its capital efficiency, and improve the quality of its earnings by significantly de-risking its exposure to mortality risk. Added to the attractive pricing Partnership can achieve in the reinsurance market, these components improve the Group's return on capital.
The Directors believe that Partnership's Proprietary IP enables it to purchase reinsurance at attractive rates and encourages reinsurers to enter into exclusive arrangements with it. The quality and ownership of Partnership's Proprietary IP remove the need for technical underwriting input typically provided by a reinsurer to Partnership's competitors. This dynamic increases the universe of potential reinsurers seeking to support Partnership's business. This facilitates increased competition between reinsurers which the Directors believe allows Partnership to achieve economically attractive reinsurance arrangements and provide it with the ability to change reinsurers at short notice to achieve better pricing. In addition, as a result of its Proprietary IP, Partnership has been able to negotiate an exclusivity agreement with Pacific Life Re, its new business retirement products reinsurer, which ensures support for Partnership in that market and thereby provides the Group with reinsurance capacity at what the Directors believe are highly competitive rates.
Partnership is able to share the benefits of its reinsurance purchasing power and resultant economic terms with both its customers (by offering more attractive pricing) and shareholders (through improved returns).
Partnership's multi-channel distribution model, guided by early identification of Retail Distribution Review ("RDR") trends, which has secured long-term relationships in its most important market segments
The combination of its Proprietary IP and attractive reinsurance terms underpins the price competitiveness of Partnership's products. The pricing and design characteristics of these products have helped Partnership secure access to all major channels of NSA distribution, where it has put in place a number of long-term distribution agreements with key partners, driving sustained and diversified sales growth and accelerated data capture. The Directors believe that these agreements enable both improved levels of education to be provided to financial advisers regarding the potential benefits of NSAs to their customers and increased processing efficiency to help advisers to offer NSAs to a greater number of retirees with smaller pension funds. Partnership's strategy covers both current and new methods of non-standard and care annuity distribution:
Open market option ("OMO") sales via financial advisers ("FAs"): Partnership has negotiated exclusive long-term marketing service agreements with 5 out of the top 10 FA networks.
OMO sales via non-FA channels: Partnership has negotiated partnerships with corporate partners (e.g., B&CE, Standard Life, St James's Place and Virgin Money) to access customers who may not seek advice from FAs.
Sales of NSAs to occupational defined benefit ("DB") pension schemes via employee benefit consultants ("EBCs"): Partnership has an exclusive marketing agreement with JLT, one of the UK's major providers of benefits consulting services to UK employers and pension trustees, to offer both buy-in/outs and Total Pension Income Exchange ("TPIE") solutions to scheme trustees and their members.
Partnership also identified early on the importance of a low cost distribution model post-RDR and is working with major FA networks on their proposed restricted advice panels and rolling out the use of its PA Lite underwriting process in order to increase its penetration of the major distribution channels. To that end, Partnership has secured positions on the "restricted advice panels" of six major FA networks and is the sole provider of NSAs on two of those panels. The Directors believe that the number of restricted panels is expected to expand as a result of the RDR. Since the introduction of the RDR, there has been no apparent negative impact on Partnership's distribution costs, although changes to adviser remuneration have brought clarity and have allowed advisers to segment their client base.
Partnership's risk management approach, which seeks to optimise risk-adjusted returns on capital for shareholders
Partnership has a strong balance sheet and seeks to deliver attractive returns on capital. The Board requires higher capital targets than imposed by the PRA in order to maintain prudent capital buffers for policyholders and shareholders. The Group has a reduced capital requirement as a result of its reinsurance (as described above) which transfers risk to diversified groups of reinsurers. It then funds the remaining capital requirement through its pricing strategy which is designed to generate sufficient margins on new business to meet the regulatory capital requirements on the new business. In this way, Partnership writes new business, which is net capital generative after meeting overhead expenses, taxation and solvency capital requirements set by its regulator.
Partnership operates a sophisticated asset/liability management strategy with strict concentration limits, aimed at ensuring its investment portfolio is both cashflow and duration matched against its annuity liabilities. As part of this risk management approach, Partnership employs a conservative investment management policy which the Directors believe improves the quality of its earnings. The Group holds its fixed income investment portfolio (representing over 80 per cent. of total assets) to maturity, unless opportunities to benefit from market pricing inefficiencies arise. The returns from this portfolio are therefore generally locked-in upfront and any short term valuation fluctuations from marking investments to market experienced from time to time (and reflected in the Group's IFRS accounts) represent unrealised gains or losses which unwind over time. Credit default risk remains the fundamental economic risk to Partnership's financial performance where the Directors believe its provisions are in-line with peers, and the Group has not experienced any defaults since 2008. The cost of any distressed sales to date has been lower than the credit default allowance provided. Over time, Partnership has diversified its investment portfolio to include equity release assets which provide diversification benefits as well as attractive risk-adjusted yields.
Partnership's track record of pioneering new products, processes and services to drive further growth by leveraging its Proprietary IP
Partnership has developed new products, processes and services that leverage its Proprietary IP to increase public awareness and disseminate knowledge about the benefits of non-standard and care annuities and equity release mortgages and drive increasing market share in these expanding markets. These innovations have driven sales growth and profitability by accessing new pools of customer demand. Selected examples include:
· Partnership has leveraged its Proprietary IP and underwriting methods to develop new products. In 2008, the Group launched a new product to access customers with lifestyle conditions which reduce life expectancy, for example, smoking and obesity, representing a natural extension of Proprietary IP and providing access to a significant potential market.
· Partnership has also leveraged its Proprietary IP to develop new sales processes. In 2010, the Group launched its PA Lite process which uses a short form questionnaire rather than the full medical underwriting questionnaires to enable access to intermediaries and customers who have limited incentive to engage in a time-consuming underwriting process. This short-form questionnaire maps directly onto Partnership's Proprietary IP, ensuring the reduced information capture does not commensurately reduce Partnership's underwriting insight.
· Partnership has also developed new services to access a growing pool of demand where DB schemes are either transferring out their members through TPIE or using DB de-risking bulk annuity purchases to manage their longevity exposures. Using the PA Lite process, Partnership is able to use its Proprietary IP to price longevity risk more accurately than traditional insurers giving a price advantage where the scheme contains a greater proportion of lives with medical conditions or lifestyle risk factors than predicted by the methods of traditional insurers.
Partnership's financial profile, which distinguishes it from its direct competitors and other industry participants
Partnership has delivered a high rate of profitable organic growth, new business EU IFRS profits and net capital generation, which results from its differentiated business model:
Growth: Sales and operating profit have grown by 47 per cent. and 56 per cent. CAGR from 2010 to 2012, respectively;
Profitability: Partnership has generated new business operating profit growth of 40 per cent. CAGR from 2010 to 2012.
Partnership's highly experienced and committed management team, which has a track record of delivering profitable growth
Partnership has a highly experienced senior management team with a depth of individual experience in the insurance sector, particularly in NSA and care markets. A number of the team are recognised advocates, in both political and regulatory arenas, for the well-known social benefits of the products which Partnership offers.
The Partnership senior management team has extensive experience in the Group's specialist markets and has been responsible for delivering strong returns to shareholders under a number of ownership structures whilst securing a series of industry awards for its service and product proposition.
The senior team enjoys significant equity ownership which aligns it with shareholders.
Continue to leverage Partnership's Proprietary IP to optimise its benefits for customers
· Partnership intends to continue to grow its Proprietary IP to deepen its understanding of future longevity trends of those retiring with medical conditions. To that end, the Group undertook a comprehensive review of its mortality data systems and implemented a major upgrade of the processes which support the collection and analysis of this data in 2011 and 2012 in order to keep pace with the growth of its business and the associated increase in relevant data. The Directors believe that this will further enhance the statistical credibility of the rating factors used to price its products.
· As Partnership grows and enriches its Proprietary IP, the Group will seek to leverage its growing understanding of individual and combination conditions to identify areas where it is able both to improve the terms being offered to customers and the margins on its products as a result of the pricing inefficiencies exhibited in certain areas of the market.
· As Partnership's Proprietary IP has become increasingly extensive and high quality and the dataset has grown, the Group has established a Research and Development ("R&D") function to continue to develop and enhance this dataset and consolidate the Group's core competitive advantage. The Group intends to continue to invest in this R&D function as evidenced by the recent hiring of Richard Willets, formerly director of longevity at Friends Life, as Director of Longevity.
Improve access for customers to the benefits of non-standard and care annuities
With only approximately half of those potentially eligible for non-standard annuities currently purchasing these products, Partnership intends to develop new routes for potential customers to access its products. Partnership's multi-channel distribution model aims to raise awareness and improve access through all major channels of distribution including specialist FAs, FA networks, banks, EBCs and corporates. Specifically, Partnership plans to:
· Improve the penetration of NSAs amongst the customers of those distributors with whom Partnership has exclusive and long-term relationships through on-going education of these intermediaries of the product offering and benefits to customers;
· Increase Partnership's footprint with EBCs, where the Directors believe that a significant market opportunity remains untapped; and
· Leverage supportive regulatory and political tailwinds to develop further relationships with corporate partners to assist them in discharging their responsibilities to "treat customers fairly" and/or provide better value to customers by informing them about the potential benefits of NSAs.
Maximise risk-adjusted returns on capital to shareholders
As a regulated insurance company, Partnership has a rigorous approach to risk management and a strategy to maximise risk-adjusted returns to shareholders, subject to remaining within clearly defined, prudent risk parameters. To achieve this:
· the Group will continue to maintain a strong capital position within the business and monitor its capital position through internal capital management tools to ensure that appropriate buffers are maintained above its risk-based capital requirements;
· the Group will continue to develop new pricing methodologies and more capital efficient asset strategies to ensure that Partnership can deliver its aim to be net capital generative from new business and therefore self-fund its growth, a critical component of its strategic objectives;
· Partnership will maintain a diversified group of global reinsurers with ratings or collateral structures equivalent to a rating of A or better to assist in the management of its capital, transfer of longevity risk and support its pricing competitiveness. The Group intends to continue to improve these arrangements by strengthening its relationships with current and potential reinsurance partners; and
· Partnership will maintain a conservative investment strategy run by specialist third-party asset managers focused on delivering a competitive risk-adjusted yield and on duration matching its liabilities with cashflows from a diversified asset base.
5 Reasons for the offer and use of proceeds
The net proceeds to be received by Partnership through the IPO are expected to be approximately £105 million after deducting fees and expenses and underwriting commissions. The Company will not receive the proceeds from the sale of existing Ordinary Shares by the Selling Shareholders as part of the IPO.
The principal uses of the net proceeds of the IPO received by Partnership are for the repayment in full of:
· the £70 million loan facility entered into with Lloyds TSB Bank plc (the "Lloyds Facility") on the next interest payment date following Admission;
· the £5 million vendor loan note issued in 2008 in connection with the acquisition of Partnership by Cinven, together with accrued interest of £2.7 million; and
· for general corporate purposes.
The Directors also believe that the enhanced transparency and reputational benefits of being a publicly listed company will enhance Partnership's profile and status with existing and potential customers and business partners and strengthen Partnership's brand perception.
6 Ownership history and development
Partnership was established following the acquisition of the business of the Pension Annuity Friendly Society ("PAFS") in September 2005 by Partnership, funded by Phoenix Equity Partners and management. Launched in 1995 and structured as a mutual society run for the benefit of its members, PAFS was the first provider of impaired annuities for those entering retirement in the UK. PAFS' business model was focussed on the collection and analysis of medical and underwriting data on each life for which an annuity was written. When it was acquired, the business already held a significant competitive advantage derived from a database containing 10 years of proprietary medical, underwriting and mortality data. Partnership's current CEO, Steve Groves, was a member of the senior management team at the time of the formation of Partnership.
In August 2008, Partnership was acquired by funds managed by Cinven. Under the ownership of Cinven, Partnership has further enhanced its business model and operational platform via a number of key initiatives, including strengthening its senior management team, launching new enhanced products, strengthening its distribution channels, restructuring its reinsurance arrangements and investing in its Proprietary IP and underwriting systems.
7 Board of Directors
Dr Chris Gibson-Smith (Independent Non-executive Chairman)
Chris was appointed as Chairman Elect of Partnership in November 2012. Following a handover period and receipt of the necessary Financial Services Authority approval for his appointment, Chris took over as Chairman from Ian Owen in April 2013. Chris has served as Chairman of London Stock Exchange Group since 2003. He also served as Chairman of The British Land Company PLC from 2007 until he stepped down from its board in December 2012. He is also Chairman of the Advisory Board of the think tank Reform and was a Director of the Qatar Financial Centre Authority from 2006 - 2012. Chris was Chairman of National Air Traffic Services (NATS) from 2001 - 2005, Group Managing Director of BP from 1997-2001, a Director of Lloyds TSB from 1999 - 2005 and a Director of Powergen from 2001-2002. He has also served on Government advisory committees on aviation, and oil and gas and was awarded the CBE in 2011 for his services to the Financial Industry.
Steve Groves (Chief Executive Officer)
Steve was appointed Chief Executive Officer of Partnership in June 2008, having joined PAFS in March 2005 as the Chief Financial Officer. His previous role was as the Admin Re Senior Actuary for Swiss Re Life and Health where he successfully oversaw the acquisition of a number of life companies into a closed fund operation. Prior to joining Swiss Re, Steve was the Head of Actuarial Services and then Executive Head of Business Development for Britannic Retirement Solutions. Steve's other roles included working as Product Manager. Steve is a Fellow of the Institute and Faculty of Actuaries, was a founder member of its equity release working group and was a Director of the equity release trade body, ERC. He is currently a non-executive director of Guardian Assurance Limited.
Marisa Cassoni (Independent Non-executive Director)
Marisa joined the board of the Company in May 2013. Marisa is a Chartered Accountant. She retired as Group Finance Director of the John Lewis Partnership in 2012, a post she took up in 2006. Prior to that, she held senior positions at Royal Mail from 2001 to 2006, Britannic Assurance from 1998 to 2000 and the Prudential from 1987 to 1998. Marisa is also a Non-Executive Director and Audit Committee chair of Skipton Building Society and a Non-Executive Director of GFI Group Inc. She was previously a Non-Executive Director of WSP Group (2006 - 2010) and Severn Trent Water (2001 - 2006).
Peter Catterall (Non-executive Director)
Peter joined Cinven in 1997 and is a member of the Executive Committee at Cinven. Peter has been involved in numerous financial services investments at Cinven, including Guardian Financial Services and Avolon Aerospace. He was appointed a director of Partnership in June 2008.
Ian Cormack (Senior Independent Non-executive Director)
Ian joined the board of the Company in May 2013. Ian spent over 30 years at Citibank up until 2000, latterly as UK Country Head and Co-Head of the Global Financial Institutions Group. From 2000 to 2002, he was Chief Executive Officer of AIG Europe. In 2002 he founded and, until 2008, ran Cormack Tansey Partners which provides strategic consulting to financial institutions. He is currently Chairman of Maven Income & Growth VCT 4, Senior Independent Director of Xchanging and Bloomsbury Publishing and a Non-Executive Director and Remuneration Committee chairman of Phoenix Group. He was previously a Non-Executive Director of Pearl Group (2005 - 2009) and Qatar Financial Centre Authority (2006 - 2012). Ian is a former Chairman of CHAPS and the LSE Taurus Review Committee, and a former member of the board of Cedel, the executive committee of the European Securities Committee, the settlement board of the London Stock Exchange, the Council of the British Bankers' Association and a former member of APACS.
Maxim Crewe (Non-executive Director)
Maxim joined Cinven in 2006 and is a member of the Financial Services sector team. Maxim has been involved in numerous financial services investments at Cinven, including Guardian Financial Services and Avolon Aerospace. He was appointed a director of Partnership in August 2008.
Douglas Ferrans (Independent Non-executive Director)
Douglas joined the board of the Company in May 2013. Douglas has been on the board of the Investment Management Association since 2005 and was appointed Chairman in 2010. Prior to that he was Chief Executive of Insight Investment Management from 2001 to 2009, having previously held senior positions at Britannia Asset Management (1997 - 2001) and Scottish Amicable Investment Managers (1977 - 1997). Douglas was previously a Non-executive Director, and then Chairman, of Invista Real Estate Investment Management (2006 - 2012). He is a Fellow of the Institute and Faculty of Actuaries and a member of the Takeover Panel.
Dr Ian Owen (Non-executive Director)
Ian chaired Partnership from its formation in 2005 to April 2013 and as executive chairman from 2006 until 2008. He stepped down from the chair in April 2013 following a handover period and receipt of Financial Services Authority approval for the appointment of Chris Gibson-Smith as Chairman. Ian is a Fellow of the Institute and Faculty of Actuaries, Chairman of A-Plan Insurance, Chairman of Canopius Managing Agents, Chairman of Guardian Group and a non-executive director of Unum Limited. He has previously served as a non-executive director of Resolution Life, AA Insurance and Endsleigh Insurance and Group Director of Liverpool Victoria. His executive career encompassed being CEO of Eagle Star International Life, Managing Director of Eagle Star Life and Managing Director of Zurich Personal Lines. He had been a member of the Association of British Insurers' Life Insurance Council and Chair of the Medical Committee. He currently chairs the Long-term Care Group.
Robin Phipps (Independent Non-executive Director)
Robin joined the Group as a non-executive director in February 2008. Robin was formerly Group Executive Director at Legal & General responsible for the UK business, and previously held a wide range of senior positions, including Group Director of Sales and Marketing, Group Director of Retail, Managing Director of Customer Services and Director of Information Technology. He is currently a Non-Executive Director of Friends Life Group plc, IFG Financial Services Group and Resolution Limited.
David Richardson (Chief Financial Officer)
David joined Partnership in February 2013 from the UK's largest closed life assurance fund consolidator, Phoenix Group, where he was Group Chief Actuary and responsible for restructuring the group's £70 billion balance sheet and overall capital management. Prior to this, David worked in a number of senior roles at Swiss Re, across both its Admin Re and traditional reinsurance businesses, including that of global head of its longevity pricing teams. David is a Fellow of the Institute and Faculty of Actuaries and a CFA Charter holder.
Dr Richard Ward (Independent Non-executive Director)
Richard joined the board of the Company in May 2013. Richard joined Lloyd's as Chief Executive Officer in April 2006 and sits on the Council of Lloyd's and the Lloyd's Franchise Board. Richard previously worked for over ten years at London-based International Petroleum Exchange (IPE) - re-branded ICE Futures - as both Chief Executive Officer and Vice-Chairman. Prior to the IPE, Richard held a range of senior positions at BP and was Head of Marketing & Business Development for energy derivatives worldwide at Tradition Financial Services. Between 1982 and 1988, Richard worked as a Senior Physicist with the Science and Engineering Research Council, leading a number of research and development projects. Richard sits on the Board of the Geneva Association, an international insurance think-tank, and the Advisory Board of Financial Services Knowledge Transfer Network. Richard was a Non-Executive Director of the LCH.Clearnet Group (previously London Clearing House Ltd) from 1999 to 2006.
David Young (Independent Non-executive Director)
David joined the Group as a non-executive director in September 2005. David is a fellow of the Institute of Chartered Accountants and sits on the Committee of the Institute's Non-Executive Director Special Interest Group. He is also a member of the Chartered Institute of Taxation. He previously held the positions of Finance Director, Chief Operating Officer and Chief Executive of a Stock Exchange-listed insurance broking and financial advisory group. He is currently senior independent Director of British Gas Insurance and a non-executive director of British Gas Services and Weatherbys Hamilton.
Cinven is a leading European private equity firm, founded in 1977, with offices in Guernsey, London, Frankfurt, Paris, Milan, Luxembourg and Hong Kong. It acquiresEuropean-based companies that require an equityinvestment of €100 million or more. Its Europeanfocus and expertise are complemented by an ability to capitalise on global growth opportunities through its Asian Portfolio team. It focuses on six sectors:Healthcare, Business Services, Consumer, Financial Services, Industrials and Technology, Media and Telecommunications (TMT). Cinven acquires successful, high-quality companies and works with them to help them grow and develop, using its proven value creation strategies. It takes a responsible approach towards its portfolio companies, their employees, suppliers and local communities, the environment and society. Cinven's recent IPO partial exits have included Amadeus and Ziggo, both of which have enjoyed continued growth after being listed on public markets.
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Merrill Lynch International, 2 King Edward Street, London EC1A 1HQ, and Morgan Stanley & Co. International plc, 25 Cabot Square, London E14 4QA solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA").
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with the admission of the Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, Ordinary Shares to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The Ordinary Shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933 (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada or Japan. Any public offering of securities to be made in the United States will be made by means of a prospectus that that will contain detailed information about the Company and management, as well as financial statements. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein 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.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.
Each of the Company, Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Keefe, Bruyette & Woods Limited, Panmure Gordon (UK) Limited and Evercore Partners International LLP and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Any purchase or subscription of Ordinary Shares in the proposed IPO should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the IPO. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The IPO timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to 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 an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the IPO. The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the IPO for the person concerned. Past performance cannot be relied upon as a guide to future performance.
Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Keefe, Bruyette & Woods Limited, Panmure Gordon (UK) Limited and Evercore Partners International LLP, each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom (save for Evercore Partners International LLP which is authorised and regulated solely by the Financial Conduct Authority), are acting exclusively for the Company and no-one else in connection with the IPO. They will not regard any other person as their respective clients in relation to the IPO 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 IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the IPO, Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Keefe, Bruyette & Woods Limited, Panmure Gordon (UK) Limited and Evercore Partners International LLP and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the IPO or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Keefe, Bruyette & Woods Limited, Panmure Gordon (UK) Limited and Evercore Partners International LLP and any of their affiliates acting as investors for their own accounts. In addition, certain of Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Keefe, Bruyette & Woods Limited, Panmure Gordon (UK) Limited and Evercore Partners International LLP or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Ordinary Shares. None of Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Keefe, Bruyette & Woods Limited, Panmure Gordon (UK) Limited and Evercore Partners International LLP intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Keefe, Bruyette & Woods Limited, Panmure Gordon (UK) Limited and Evercore Partners International LLP or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or 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 announcement or its contents or otherwise arising in connection therewith.
In connection with the IPO, Morgan Stanley Securities Limited, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Morgan Stanley Securities Limited is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Morgan Stanley Securities Limited or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither Morgan Stanley Securities Limited nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the IPO.
In connection with the IPO, Morgan Stanley Securities Limited, as stabilisation manager, may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15 per cent. of the total number of ordinary shares comprised in the IPO. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, certain existing shareholders will grant to Morgan Stanley Securities Limited an option (the "Over-allotment Option") pursuant to which Morgan Stanley Securities Limited may require such existing shareholders to sell additional Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the IPO (the "Over-allotment Shares") at the offer price. The Over-allotment Option will be exercisable in whole or in part, upon notice by Morgan Stanley Securities Limited, for 30 calendar days after the commencement of conditional trading of the Ordinary Shares on the London Stock Exchange. Any Over-allotment Shares sold by Morgan Stanley Securities Limited will be sold on the same terms and conditions as the Ordinary Shares being sold or issued in the IPO and will form a single class for all purposes with the other Ordinary Shares. Save as required by law or regulation, neither Morgan Stanley Securities Limited nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the IPO.