On 6 February, (35 EUR, 0,03%) exchanged 7,553 out of 12,000 CASHES outstanding (62.94%) into 78,874,241 existing Ageas shares with a lock-up of 6 months. The number of shares entitled to dividends and voting rights have increased by 3.5%.
The indemnification for 100% of the CASHES exchange offer, was set at € 456m, leading to an indemnification for 62.94% of € 287m. Ageas will also pay an annual indemnification for 46,439,042 non-exchanged Ageas shares underlying the remaining 37.06% CASHES. Should within a period of 2 years exchange additional CASHES, it will be indemnified within the limits specified for the recent offer.
Positive impact on the net cash position of € 666m:
- Ageas will receive € 953m for the redemption of the RPCC hybrid;
- Ageas will pay an indemnity of € 287m;
- Net proceeds are to be received on 26 March, or € 666m in total.
Negative impact in 1Q12E of € 147m:
- Positive impact due to redemption of RPCC (write-back of prior impairments) of net € 131m (€ 159m gross minus € 28m deferred taxation);
- Positive impact due to the pro rata release of RPN(I) liability of € 21m. Ageas decided to implement a floor of € 169m in the valuation of the remaining 37.06% of the RPN(I). In our sum-of-the-parts valuation we continue to use € 297m;
- Negative impact due to € 299m indemnifications: € 287m indemnification paid and € 12m costs related to the transaction, including the best estimate of the value of the annual indemnification.
The operation reduces the volatility in Ageas's general account and reduces the credit exposure to Fortis Bank by € 2.8bn. There is no impact on the solvency/equity of the operating insurance entities.
The final results announced of the CASHES/RPN(I) and RPCC exchange offer do not deviate materially from our best estimate we published a week ago. We see no need to make any adjustments to our sum-of-the-parts valuation as it was published.
We maintain our Buy recommendation and € 2.85 target price.