Teaser. January 2015

Transcription

1 Teaser January 2015

2 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. Kayıhan Kopmaz Managing Director Head of Turkish Investment Banking Tel: Tekfen Tower Eski Büyükdere Cad. No: 209, Kat: , Levent İstanbul, Turkey Egemen Edgü Director Turkish Investment Banking Tel: egemen.edgu@citi.com Citigroup Centre 33 Canada Square London E14 5LB United Kingdom Citi Cyrille Cotte Director Insurance Investment Banking Tel: cyrille.cotte@citi.com Citigroup Centre 33 Canada Square London E14 5LB United Kingdom Onur Canlıtepe Vice President Turkish Investment Banking Tel: E-posta: onur.canlitepe@citi.com Citigroup Centre 33 Canada Square London E14 5LB United Kingdom Halk Yatırım Murat Çetinkaya General Manager Tel: mcetinkaya@halkyatirim.com.tr Halide Edip Adıvar Mah. Darülaceze Cad. No:20 Kat: , Şişli İstanbul, Turkey Bülent Sezgin Assistant General Manager, Investment Banking Tel: bsezgin@halkyatirim.com.tr Halide Edip Adıvar Mah. Darülaceze Cad. No:20 Kat: , Şişli İstanbul, Turkey 1

3 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 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 5 Free Float 48.9% 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. Total Free Float Halk Yatırım s 4.31% stake in Halk Sigorta will be included in the Transaction, currently held as a financial investment. Life Business 100% Pension Business Exclusive 15-yr bancassurance 89.18% Scope of Transaction 10.82% Halk Yatırım Portfolio 4.31% 6.51% 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. 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 1H

4 Non-Life GWP as % of GDP Underpenetrated Non-Life Sector with Profitable Growth Prospects 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 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 % 4% Cross Country Comparison Germany 100% 90% 80% 70% 60% Spain 3% 50% France 40% 2% Bulgaria Croatia Czech Rep. Italy 20% Poland Turkey Slovakia Size of the circles is 1.3% 10% Serbia Hungary proportionate to the non-life GWP 1% 0% 5,000 10,807 15,000 25,000 35,000 45, % % 3.8 Averages of Non-life GWP as % of GDP Mature markets (1) : 3.1% CEE (2) : 2.0% Turkey: 1.3% Slovenia GDP per capita (US$) Turkish Non-life Insurance Market 1.0% % Non-Life Insurance GWP (US$bn) % % 10.7 Non-Life Insurance GWP as % of GDP % % 100% 4% 4% 4% 4% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5 8% 90% 8% 9% 9% 8% 8% 10% 10% 10% 10% 10% 10% 13% 13 13% 80% 13% 13% 13% 14% 14% 14% 14% 13% 13% 12% 12% 14% 14 70% 21% 21% 21% 21% 19% 19% 18% 18% 18% 18% 18% 18% 60% 19% % 50% 20% 20% 21% 21% 21% 21% 21% 21% 23% 23% 26% 40% 26% 23% 20% 34% 34% 32% 32% 32% 32% 32% 32% 31% 31% 29% 29% 26% 10% 26 0% H 20141H 2 Motor Own Damage Motor Third Party Liability Property Health General Losses 0.4% % 227 Product Mix by GWP Technical Profitability (TRYm) 6.4% % 109 (0.1%) (5) 0.6% % (567) (4.5%) % Technical Profit/(Loss) (3) Technical Margin % 6.0% 4.0% 2.0% 0.0% (2.0%) (4.0%) (6.0%) 23 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. 3

5 Halk Sigorta - Business Overview (1/2) Overview Established in 1958 under the Birlik Sigorta brand name and rebranded as Halk Sigorta in Halk Sigorta is listed on the Istanbul Stock Exchange since May 2012 with a market cap of US$168mn as of 1 st January Halk Sigorta is the 12 th 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 Products sold in 874 Halkbank branches Wide distribution network of 493 agencies and 38 brokers The Company had 245 employees as of 1H2014: 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 Key Milestones Established under Birlik Sigorta brand name as the first cooperative company in the Turkish insurance industry. As per the change in regulatory framework, Birlik Sigorta transferred its life insurance business to Birlik Hayat Sigorta. Expansion of reach to national level started with establishment of İstanbul, Adana, Elazığ and Antalya regional offices. Samsun and Bursa regional offices established. Market Positioning by GWP Halkbank acquired a 63.3% of Halk Sigorta stake from Halkbank Personel Vakfı and increased its stake to 78.3%, up from 15.0% Y2014 Halkbank injected Company renamed to TRY15.5m capital and Halk Sigorta. increased stake to 89.18%. Paid in capital increased to TRY40m. (1) Company decided to list in Borsa İstanbul s Secondary Trading Platform. Appointment of a new senior management team in December % stake started trading in Borsa İstanbul in May. Company s paid-in capital increased to TRY70m. Paid-in capital of the Company increased to TRY94m in 1H2014. # Company GWP 1H 2014 (TRYm) Market Share 1 Allianz Sigorta 1, % 2 Anadolu 1, % 3 AXA 1, % 4 AkSigorta % 5 Mapfre Genel % 6 Gunes % 7 Groupama % 8 Ziraat % 9 Eureko % 10 Sompo Japan % 11 Ergo % 12 Halk Sigorta % 13 HDI % 14 Acıbadem % 15 Zurich % Source: Company, Sigma report, Insurance Association of Turkey. Note: (1) Includes Yapı Kredi Sigorta following the completion of merger. 4

6 Halk Sigorta - Business Overview (2/2) Bank GWP % Non-Life Premiums by Channel Gross Combined Ratio Evolution Product and Distribution Mix 39.6% 31.3% 37.6% 37.5% 35.2% Non-Bank GWP % 60.4% 68.7% 62.4% 62.5% 64.8% TRYm 1H2014 1H2014 Net COR 118% 96% 89% 95% 99% 117% 87% 88% 27% 61% 76% 78% 24% 24% 52% 54% 89% 24% 64% Health 4% General Losses 9% Fire and Natural Disasters 26% Accident 3% 2% MOD 13% MTPL 43% Agency 59% Broker 5% Direct 1% Bank 35% 5% 4% 3% 3% 3% 9% 27% 22% H2013 1H2014 Bank Agency Broker Direct 8% 11% 14% 9% 22% 20% 27% 25% 16% 16% 40% 38% 38% 26% 13% 43% H2013 1H2014 Loss Ratio Expense Ratio GWP Evolution by Product Market Share by Product and Ranking RoAE and Net Profit Evolution CAGR 17% 53% 60% 42% 16% 98% Rank 3.3% #6 #13 #8 #13 #14 #18 #12 4.7% 1.5% 1.6% 3.9% 3.8% (1) (2) 2.3% 1.9% 0.7% 0.6% 2.6% 2.3% 1.8% 1.6% % % % 13.4% H2013 1H2014 (3) (3) MTPL Fire and Natural Disasters Health (4) MOD General Losses Accident MTPL MOD Fire and General Natural Losses Disaster 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) s includes maritime vehicles, transportation, aircraft liability, general liability and financial losses products H2014 Health Accident Total Non-Life -19.5% H2013 1H2014 Net Profit ROAE

7 (TRY / share) Halkbank: Robust Bancassurance Platform Business Overview Share Price Performance Branch Network Market Share Second largest state-owned bank and 6 th largest bank in Turkey by assets and loans with market share of 7.9% and 8.2% respectively 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 Strong and stable deposit and customer base 7.7 million retail customers 1.2 million SME customers c.6,500 corporate and commercial clients Over 14,500 employees 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 cap of US$7.4bn as of 1 January 2015 Rated Baa3/Negative by Moody s and BBB-/Stable by Fitch Retail 27% Securities Issued 12% Equity 11% Interbank 7% 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. 6 Halkbank Loan Portfolio Breakdown (By Customer Type, 1H2014) Funding Mix (1H2014) Corporate 27% Commercial 6% Liabilities 5% SME 39% Micro SMEs 13% 1% Deposits 65% Deposits Breakdown Retail: 68% Corporate: 32% Market cap as at 1 Jan 2015: US$7.4bn Loan Portfolio Breakdown by Currency TRY: 72% FX: 28% BIST-100 Revenue Mix 16.7% 16.8% 15.5% 16.2% 12.2% 16.0% 15.9% 14.3% 16.2% 13.9% 71.5% 68.8% 70.9% 70.3% 73.4% H 2014 NII Fees RoAE and RoAA 3.0% 31% 2.5% 2.6% 25% 25% (1H2014) 2.2% 21% 1.7% 16% H2014 RoAE RoAA , % 1, % (By Loan Type, 1H2014) SME Retail Consumer Mortgage Loans to Deposits 81% 85% 82% 84% NPL Ratio 3.8% 2.9% 2.9% Capital Adequacy 16.2% 7,3% 2.6% 2.6% 8,3% H2014 Basel I Basel II 98% 13.9% 14.4% 9,2% Basel III H2014 Capital adequacy 11,8%

8 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 during the tender process. This tender is not subject to State Tender Law No 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. 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