Successful and timely closing of the acquisition of BSIc5538e4f-8bc4-4d23-94b0-92ce0... ·...

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1 Successful and timely closing of the acquisition of BSI 1 November 2016 Practitioners of the craft of private banking

Transcript of Successful and timely closing of the acquisition of BSIc5538e4f-8bc4-4d23-94b0-92ce0... ·...

Page 1: Successful and timely closing of the acquisition of BSIc5538e4f-8bc4-4d23-94b0-92ce0... · 1/11/2016  · Successful and timely closing of the acquisition of BSI 1Total consideration

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Successful and timely closing of the

acquisition of BSI

1 November 2016

Practitioners of the craft of private banking

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Important Legal Disclaimer

This document has been prepared by EFG International AG (“EFG") solely for use by you for general information only and does not contain and is not to be taken as containing

any securities advice, recommendation, offer or invitation to subscribe for or purchase or redemption of any securities regarding EFG.

This document is not a prospectus pursuant to arts. 652a and/or 1156 of the Swiss Code of Obligations or arts. 27 et seq. of the SIX Swiss Exchange Listing Rules or under any

other applicable laws.

Investors must rely on their own evaluation of EFG and its securities, including the merits and risks involved.

Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein

shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from

registration or qualification under the securities laws of any jurisdiction.

This document is not for publication or distribution in the United States of America, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or

purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise

transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act“)) or to publications with a

general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state,

and may not be offered or sold in the United States of America absent registration under or an exemption from registration under Securities Act. There will be no public offering of

the securities in the United States of America.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each a “Member

State”) that has implemented Directive 2003/71/EC (together with the 2010 PD Amending Directive 2010/73/EU, including any applicab le implementing measures in any Member

State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

This presentation contains specific forward-looking statements, e.g. statements which include terms like "believe", "assume", "expect", "target" or similar expressions. Such

forward-looking statements represent EFG’s judgments and expectations and are subject to known and unknown risks, uncertainties and other factors which may result in a

substantial divergence between the actual results, the financial situation, and/or the development or performance of the company and those explicitly or implicitly presumed in

these statements. These factors include, but are not limited to: (i) the ability to successfully integrate BSI and realize expected synergies, (2) general market, macroeconomic,

governmental and regulatory trends, (3) movements in securities markets, exchange rates and interest rates, (4) competitive pressures, and (5) other risks and uncertainties

inherent in the business of EFG and/or BSI. EFG is not under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements,

whether as a result of new information, future events or otherwise, except as required by applicable law or regulation.

Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of EFG and/or BSI SA and its subsidiaries ("BSI") or with respect to

any actual amount of purchase price adjustment. EFG and BSI as a combined group may not realize the full benefits of the contemplated transaction, including the expected

synergies, cost savings or growth opportunities within the anticipated time frame or at all.

The financial and other data regarding BSI contained in this release has not been independently verified by EFG. Accordingly, EFG assumes no responsibility for such

information and other data being true and accurate

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An important milestone for the future of EFG

Successful and timely closing of the acquisition of BSI

Total consideration of CHF 1,060m1, generating negative goodwill of CHF 329m2

Substantial share escrow as security for known liabilities and damages

Supported by key shareholders, with EFG Group and BTG holding c.44% and c.30% of total

outstanding shares3

EFG becomes one of the largest private banks in Switzerland with approx. CHF 148bn4 in

AuM, CHF 43.7bn4 in total assets, 700 CROs5, with presence across 40 locations

worldwide, and a well-capitalised balance sheet

The combined business will have a solid capital and liquidity position, with a Swiss GAAP

Common Equity ratio (CET1) of 16.8%6, Total Capital ratio of 19.4%6 and LCR of 219%6

The combined group benefits from complementary geographic footprints, substantial scale

and will offer an even broader and more attractive value proposition to clients and CROs

Medium term operational targets confirmed

With a strong management and new organisation structure already in place, EFG is well

placed to drive forward the integration and to realize the full benefits of the business

combination for its clients, employees and shareholders

1 Applying EFG’s closing price of CHF 5.27 on 28 October 2016 to 86.2 million shares 2 Negative goodwill estimated before finalising the purchase price allocation 3 Based on total outstanding shares, excluding 30,195 treasury shares 4 Estimate as of 31 October 2016 5 Estimate as of 31 October 2016, excluding BSI CROs that have resigned but are still on the payroll

6 Estimated regulatory ratios for the combined group as at 30 September 2016, adjusted to reflect closing related transaction impacts

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Purchase price at closing of

CHF 1,060m1,2

Implied P/TBV multiple of 0.76x

Negative goodwill generated from the

transaction CHF 329m5

Purchase price adjustments of c. CHF

217m, of which

CHF 48m3 relate to TBV reduction

NNA adjustment CHF 167m4

Cash consideration, post purchase

price adjustments of CHF 575m

CHF 31m AT1 issued to BTG Pactual

(substitution of shares into AT1 to

keep BTG stake below 30%)

86.2m EFG shares issued to BTG

Pactual, of which 29.5m as additional

consideration shares

Following reduction in cash

consideration, no requirement for

market AT1

Purchase price at CHF 1,060m, 0.76x P/TBV

Negative goodwill at CHF 329m5

Purchase Price Rights issue proceeds Existing cash

575

Cash post c. CHF

217m purchase price

adjustments

AT1 issued to BTG

31

454

52.6m EFG shares

issued to BTG as

consideration

29.5m additional

EFG consideration

shares issued to

BTG

4.0m anti-dilution

shares post rights

issue to BTG

1,060

295

280

(in CHFm)

1 Applying EFG’s closing price of CHF 5.27 on 28 October 2016 to 86.2 million shares 2 Subject to post closing audit 3 Reduction in BSI tangible book value versus CHF 1,437 million 4 Net new money differences between 30 Nov 2015 and closing, above CHF 7,696 million multiplied by an agreed multiple (100 to 150 bps) 5 Negative goodwill estimated before finalising the purchase price allocation

BSI estimated TBV at closing 1,389

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De-risking the acquisition

Indemnities for BSI legal risks

BTG has agreed to indemnify EFG against certain damages

relating to breaches of:

any representations and warranties

covenants and obligations

other matters related to specific legal cases

BTG's liability is limited as follows:

Up to the final purchase price for breaches of fundamental

warranties and special indemnity matters (Malaysia, FIFA and

DOJ matters)

Up to CHF 400m for other claims

Escrow account

As a security for potential indemnification claims by EFG,

51 million EFG shares have been transferred into a Swiss

escrow account and will be locked up for two years

Strong shareholder base

EFG Group 44.2%

BTG 30.0%

Free Float 25.8%

EFG Group remains the largest shareholder with

c.44% stake

BTG group becomes a 30% shareholder

1

1 51m shares in escrow account, representing c.18% of total outstanding shares

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Global presence of the combined group

35.9

11.1

11.2

50.2

AuM by business region

Europe

Asia

Americas

Central

Switzerland,

Ticino and Italy

UK

Romandie and

Continental Europe1

Other2

Note: AuM by business region do not add up precisely to total AuM due to rounding 1 Spain, Luxembourg, Monaco, Liechtenstein, Romandie, Middle East, East Mediterranean 2 Investment solutions, Patrimony and other

22.3

3.4

89.5

24.4

17.8

34.4

37.3

12.5

Total AuM incl. loans (CHFbn) – September 2016 148.8

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2,194

698

348

177 166 148 143 142

121 120 115

68 44

A strong, solid Swiss private bank

New leading player in Switzerland

Incl. loans

Excl. loans

(in CHF bn)

Source: Company information, latest available data 1 Wealth Management AuM for Pictet; Private Clients AuM for Lombard Odier 2 Including acquisition of Morgan Stanley Bank AG (CHF 10bn of AuM) 3 Estimated as of 31 October 2016 4 Total advised client assets (incl. asset management segment) for Vontobel; Group AuM for UBP (incl. asset management segment)

2 1

4

1

4 3

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83.3

87.7 (17.8)

(0.6) (5.0) 147.5

Combined AuM position at closing2

EFG net new assets were broadly flat

over the period

Negative NNA at BSI driven mostly

by the outflows post the

announcements relating to the

Malaysia matter in May

Negative currency impact was driven

mainly by the GBP depreciation over

the period

AuM per CRO for the combined

group of CHF 209m well above

December 2015 EFG level of

CHF 180m

Dec 15

EFG

Dec 15

BSI

Combined FX,

market and

other effects1

EFG

NNA

BSI

NNA

Combined

AuM at

closing2

(in CHFbn)

AuM evolution from 31 December 2015 until 31 October 2016

1 Includes disposal of business (AuM of CHF 0.8bn) 2 Estimate as of 31 October 2016

2

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Solid combined capital and liquidity position

Swiss GAAP CET1 ratio at 16.8% and Total Capital ratio at 19.4%

Following FINMA approval, regulatory capital ratios of the combined group will be monitored and reported under Swiss GAAP

Breakdown of RWAs (Swiss GAAP) (in CHF bn)

Dec 15

EFG

6.7

1.2

5.1

0.4

Jun 16

EFG

6.1

1.2

4.5

0.4

Credit risk

Operational risk

Market / Settlement / Non-

counterparty related

Swiss GAAP capital ratios (in %)

Dec 15

EFG

Tier 2 Additional Tier 1 Common Equity

Jun 16

EFG

17.9

21.9

3.8

0.2

12.8

16.5

3.5

As at

Closing

combined1,2,4

16.8

19.4

0.4

0.2

As at

Closing

combined3,4

12.8

1.9

1 BIS-EU Basel III fully applied CET1 Capital ratio of 14.7% and Total Capital ratio of 17.6%, well above the 15% Total Capital ratio target 2 Capital under Swiss GAAP is not impacted by the fair value of pension liabilities under IAS 19 of CHF 420 million 3 RWAs under BIS-EU of CHF 11.9 billion 4 Estimated regulatory ratios for the combined group as at 30 September 2016, adjusted to reflect closing related transaction impacts 5 BIS-EU leverage ratio of 4.1%

Swiss GAAP leverage ratio (in %)

LCR (in %)

Jun 16

EFG

3.1

4.2

As at

Closing

combined4,5

Dec 1

EFG

4.9

219

As at

Closing

combined4

2.2

8.4

2.5

247

Jun 16

EFG

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Medium term operational targets confirmed

1 Excluding the effect of market and FX movements

2 Ratio defined as operating expenses to total operating income, operating expenses to include D&A of fixed assets and exclude integration and restructuring costs relating to the acquisition

Net new assets

Cost-to-income ratio

Revenue margin

Continually grow revenue-generating AuM with a

targeted annualized growth rate of 3% to 6%1

Target a cost-to-income ratio below 70%2

Achieve a revenue margin of at least 85bps

EFG International today confirms the previously communicated medium term targets for the

enlarged business, which will apply after completion of BSI’s integration:

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EFG International Executive Committee post closing

Region

Central

Switzerland,

Ticino, Italy

R. Santi

Region

UK

A. Cooke-

Yarborough

Region

Romandie and

Continental

Europe

A. Kyriazi

Region

Asia

A. Chiu

Investment

Solutions

R. Cohn

Region

LatAm

G. Robert

CEO

J. Straehle

CFO & Deputy CEO

G. Pradelli Strategy

P. Fischer

COO

M. Bagnall

Global Markets

M. Moranzoni

Risk

R. Kunz

S. Campano, Region Americas; attendee of the Executive Committee

M. Coscarelli has been appointed Head of Americas Region and as member of the Executive Committee, effective on 1 January 2017

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Update on BSI transaction

Preparation for integration well on track

Full operational integration of BSI in Singapore (via an accelerated asset deal) to

be completed by end November 2016

New organizational structure and executive committee in place

Update on integration plan, synergies and restructuring costs to be provided on

8 December 2016

Received all regulatory approvals regarding the acquisition of BSI

Closing of the BSI transaction on 31 October 2016

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Update on BSI transaction – integration

Overall

IT / Operations

Switzerland

Executive Committee already in place; consists of members of both banks

Consolidating legal structure across the group

Integration plan by jurisdiction defined

Target operating model being refined and validated

Synergies verified – adjustment in progress

Infrastructure architecture design and migration plan finalized

Core banking enhanced functionality development in progress

Detailed migration plans by jurisdictions being elaborated

Legal integration of Swiss business planned for Q2 2017

IT migration to target core banking platform planned for Q4 2017

Singapore

All PEPs and other high risk clients reviewed and only those complying with EFG International

policies will be transferred. Screening of all standard clients completed

Transfer of CROs and support staff already commenced

All the processes in agreement with FINMA and MAS

Full client migration to be completed in November 2016

Other

Jurisdictions

Legal integration of foreign entities planned in Q2 2017

IT migration planned to follow the legal integrations in Q2/Q3 2017

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Contacts

EFG International AG, Bleicherweg 8,

8001 Zurich, Switzerland

Telephone: +41 44 212 73 77

Fax: +41 44 226 18 55

www.efginternational.com

Reuters: EFGN.S

Bloomberg: EFGN SW

Jens Brueckner

Head of Investor Relations

Telephone: +41 44 226 1799

E-mail: [email protected]

Investor Relations

Investors

Daniela Haesler

Head of Marketing & Communications

Telephone: +41 44 226 1804

E-mail: [email protected]

Marketing & Communications

Media