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Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required...

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Compre The European Finality Experts
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Page 1: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre

The European Finality Experts

Page 2: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Introduction

We are experts in

delivering finality through

a variety of structures –

including interim

reinsurance, portfolio

and company acquisitions,

mergers and demergers

Key benefits of finality

include capital release,

cost reduction, reduced

volatility and less

management distraction

Solvency II demands a

greater need to proactively

manage non-life legacy

liabilities

Legacy is now being used

as a tool for proactive

balance sheet management

Compre has an extensive

track record and strong

reputation for providing

legacy business finality

solutions. Maintaining

the vendor’s reputation

is paramount

We have detailed

knowledge and practical

experience of the different

regulatory and legislative

regimes in multiple

jurisdictions

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Page 3: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

What is Compre?

A leading European legacy specialist with over 30 years of experience in the acquisition

and management of (re)insurance companies and portfolios in run-off. Compre has

operations in Finland, Germany, Malta, Switzerland and the UK

Privately owned with shareholders actively involved in management of the business

Significant experience in multiple classes of direct and reinsurance business, including

property, liability, marine and motor

Strong balance sheet and access to varied forms of acquisition capital to suit different

transactions

Compre has acquired from major financial institutions including: Allianz, Axa, Generali,

Gjensidige, HSBC, QBE and Swiss Re. Many of these counterparties have sought finality

with Compre on more than one occasion

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Page 4: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Compre History

2015Increased growth capital

from CBPE Capital to support management

investment and replace Milestone funding; cease

provision of 3rd party services

2004Joint venture with

Cargill; focus changed to acquisition of legacy business; continue to provide third party

services

2008Joint venture with

Cargill ceases; Compre acquires

100% of Joint Venture Vehicle

19941st run-off company

acquisition

1991Compre formed

2011Growth Capital from

Milestone Capital Partners to support

management investment

2016Compre forms

first legacy focused SE in the UK and redomiciles SE to

Malta

3

20178 transactions signed with a

number of counterparties

2018First Italian

International Business Transfer completed, as well

as two other business transfers

Page 5: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Executive Management

4

Will Bridger

CEO

Former Partner heading EY’s

Transaction Advisory practice for the

Insurance Sector. Corporate financier by

background and training over the past

20 years. Responsible for the strategic

development of the business and

driving the growth agenda. Specific

oversight responsibility for business

generation, market engagement and

relationships, and corporate

development.

Simon Hawkins

Group CFO

Simon joined Compre in July 2018 as

COO and was appointed Group CFO in

January 2019. Prior to this, Simon spent

7 years at QBE Insurance, where he was

responsible for the management and

strategic disposal of over $2bn of legacy

reserves. He originally qualified as an

accountant at PwC, where he spent 13

years in the Insurance Restructuring

team.

Page 6: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Executive Management

Rhydian Williams

Managing Director –

Operations

5

Hubertus Labes

Managing Director –

Germany/Austria

Previously Head of the Pools,

Security and Insolvency

Department at Equitas/ Resolute.

Almost 30 years experience

in the Lloyd’s and Run-off

sectors. Responsible for driving

operational efficiencies and value

from the insurance liabilities.

Hubertus is also CEO of HIR

which was acquired by Compre

in 2014. Previously Executive

Director of Chiltington. Hubertus

has over 20 years of experience in

insurance and reinsurance legacy

business. Hubertus is a lawyer by

profession and is responsible for

leading Compre’s activities

in Germany and Austria.

Mark Lawson

Group Actuarial Director

Mark is a qualified actuary with

nearly 20 years’ experience in the

(re)insurance legacy sector.

Responsible for driving all

actuarial activities relating to

claims reserves, capital

management, M&A assessment,

commutations and asset strategy.

Mark joined Compre in 2016 after

having spent 16 years at PwC.

Page 7: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Group Structure

Aurora Versicherungs AG (Switzerland)

Service Operations

Finland, Germany, Malta, Switzerland, UK

Malta Holding Companies (2)

UK Holding Companies (3)

Insurance & Reinsurance Companies

Hamburger Internationale

Rückversicherung AG (Germany)

Bothnia International Insurance Company

Ltd (Finland)

London & Leith Insurance PCC SE

(Malta)

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Page 8: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Acquisitions Track Record

Company Acquisition

FIGRE (UK)

Patria Re (Finland)

ST International (Finland)

Bothnia (Finland)

Moorgate (UK)

WI Insurance (Wasa) (Sweden)

Stockholm Re (Sweden)

London & Leith (UK)

AURORA (Switzerland)

Hamburger Internationale Rückversicherung AG (Germany)

DubliMont DAC(Ireland)

If P&C (Finland)

Tryg Vesta (Denmark)

LF (8 portfolios) (Sweden)

Sparebank 1 (2 portfolios) (Norway)

Unison (3 portfolios) (Norway)

Gjensidige (2 portfolios) (Norway)

Wüstenrot & Württembergische RFP (Germany)

Swiss Re International SE Gibbon (Luxembourg)

Atlantic Mutual (2 portfolios) (UK)

LVM (Germany)

QBE RFP (UK)

Allianz IARD RFP (France)

AG Insurance UK Branch (Belgium )

Axa Insurance Gibbon (Switzerland)

Allianz Versicherungs(Germany)

Generali (2 portfolios) (Italy)

Hannover Re / E+S Re (2 Portfolios)(Germany)

Portfolio Acquisition

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Page 9: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Reasons to Exit your Legacy Business

Release of capital to support core

and/or new business opportunities

Remove the drag caused by non-core

legacy business

Remove volatility risk and

achieve finality

Shareholder scrutiny of long tail

claims which can be difficult to

predict, understand and manage

Solvency II has highlighted the capital

tied up by legacy business, generating

little return

Operational changes such as IT

developments or loss of

experience/knowledge/people

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Page 10: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Routes to Exit Legacy Business

Portfolio Acquisition

• Offers full legal and

economic finality of all

insurance liabilities

• Local jurisdiction

determines mechanism

of transfer

• Operational finality

achieved once transfer

complete

• Dependant upon

jurisdiction, the legal

transfer can sometimes

take several months and

is often preceded with a

Reinsurance Solution

Reinsurance SolutionCompany Acquisition

• The sale of 100% of the

shares in the company

in run-off

• Structured as a Share

Purchase Agreement

• Non-insurance due

diligence required

• Requires the approval

of local regulators

• Legal, economic and

operational finality on

completion of deal in

typically 6 months

• Also known as a Loss

Portfolio Transfer (LPT)

• Provides economic and

operational finality for

the seller but no legal

transfer of insurance or

reinsurance policies

• Typically achieved by

agreeing the terms of a

100% Net Quota Share

reinsurance agreement

• Can be effective

immediately

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Page 11: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Experience of Legal Transfers

Compre has a strong track record of executing Insurance Business Transfers in many

jurisdictions across Europe, such as the UK, Germany, Belgium and France. We completed

the first international Italian business transfer in under 12 months in 2018.

Providing counterparties with operational finality is also key to ensuring we deliver a

total solution. Our business integration team exists to ensure we assume the transition of

claims, customer management and data reporting quickly and efficiently.

We have strong relationships with local regulators, which is crucial to ensuring a smooth

transfer process.

Our dedicated business transfer team has significant experience of multi-jurisdiction

transfers and works closely with our counterparties to guide them through the process.

2

Page 12: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Reputation

11

Compre has been

consistently trusted by

major financial institutions

for over 30 years to deliver

complex finality solutions

and manage their future

claims

Compre continually aims

to protect and enhance the

reputation of the vendor.

This is key to every

solution we provide which

will always ensure

proactive claims

management and the

timely payment of all

valid claims

We have open and

positive relationships

with regulators in

multiple jurisdictions

Compre has completed

transactions in European

countries involving 12

different regulators.

Page 13: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Compre’s Vision for the Future

Vision

• Market leading

European P&C legacy

insurance business

consolidator

• The mid-market P&C

legacy provider of

choice in the US/ North

American market

• At the forefront of legal

finality developments

in the market

Growth StrategyAim

• To grow the insurance

capital of the business

to over US$ 500m

• To access flexible capital

while keeping core

platform capital optimal

• To generate long term

stable returns on core

capital at a premium

to our WACC

• To have strong

management and

employee ownership

and shareholder

alignment

• Consolidate and

strengthen Europe

• Motor liability

consolidation vehicle –

centre of excellence

• Lloyd’s

• US/ Bermuda

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Page 14: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Appendices

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Page 15: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Case Study - Generali’s first legacy deal

• Driven by Generali’s strategy to optimise

its capital allocation and increase

operational efficiency as well as to dispose

of non-core operations

• Compre provided finality to Generali for

their UK and US Branches in December

2017

• Direct and reinsurance business written

between 1960s and 2000s, including US

APH and non-APH, UK Employers’

Liability and Motor liabilities

• Both branches were given economic

finality via LPTs provided by Bothnia.

The UK branch will achieve legal finality

via a legal transfer

– UK Branch: Italian business transfer

from Generali (Italy) to Bothnia

(Finland) was successfully approved in

December 2018

– US Branch: Long term collateralised

reinsurance

– Potential future legal transfer subject to

legislation developments such as Reg

68 in Rhode Island

– Both branches achieved immediate

operational finality via a Run off

management agreement

– Significant capital release achieved for

Generali

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Page 16: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Compre’s Investors - CBPE

About CBPE Capital

• 35 year history

• 9 funds raised

• Over €1bn AuM

• Financial services focus

Capital commitment to support Compre

growth

• Ambition for Compre to acquire

minimum gross reserves of €250m and

grow net assets to > €150m

CBPE has a wide variety of institutional

investors

• Pension funds

• Government bodies

• Insurance companies

• Universities

BNPPrivate Equity

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Page 17: Compre The European Finality Experts...2019/06/24  · •Non-insurance due diligence required •Requires the approval of local regulators •Legal, economic and operational finality

Compre The European Finality Experts

Contact Details

For further details about Compre please visit our website:

www.compre-group.com

Will Bridger CEO

[email protected]

Direct Dial +44 20 3551 6550

Mobile +44 7764 988 953

Simon Hawkins Group CFO

[email protected]

Direct Dial +44 20 3551 6535

Mobile +44 7764 235 370

Dr. Hubertus Labes Managing Director – Germany

[email protected]

Direct Dial +49 40 593 556210

Mobile +49 171 608 4235

Philipp Kleyser Head of Business Origination

Managing Director – Germany and Austria

[email protected]

Direct Dial +49 40 593 556217

Mobile +49 171 608 4231

Joseph Pallaro Managing Director – Switzerland

[email protected]

Mobile +41 79 106 75 76

Rob Margetts Head of M&A

[email protected]

Direct Dial +44 20 3551 6554

Mobile +44 7774 093 054


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