REG - China Pacific Insur. - Announcement of Offer Price

Swiss Re AGAnnouncement

16/06/2020 16:10

RNS Number : 1433Q
  
China Pacific Insurance Grp Co. Ltd
  
16 June 2020
  
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE PROSPECTUS REGULATION RULES OF THE FINANCIAL CONDICT AUTHORITY (THE "FCA") AND IS NOT A PROSPECTUS AND NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE PEOPLE'S REPUBLIC OF CHINA.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the price range prospectus (the "Prospectus") which was published by China Pacific Insurance (Group) Co., Ltd. (the "Company") on 12 June 2020 in connection with the proposed admission of global depositary receipts representing A shares of the Company to the standard segment of the Official List maintained by the FCA (the "Admission")  and to trading on the Shanghai-London Stock Connect segment of the main market for listed securities (the "Main Market") of London Stock Exchange plc (the "LSE"). A copy of the Prospectus is available on the Company's website at http://www.cpic.com.cn/gdr/gdrggen/, subject to certain access restrictions.
 
16 June 2020
 
CHINA PACIFIC INSURANCE (GROUP) CO., LTD.
(a joint stock company established under the laws of the People's Republic of China with limited liability)
Announcement of Offer Price
Following the announcement by China Pacific Insurance (Group) Co., Ltd. ("CPIC" or the "Company"), and together with its subsidiaries, the "Group") on 12 June 2020 regarding confirmation of the price range for its proposed offering of Global Depositary Receipts (the "GDRs") and the publication of a prospectus, the Company, a leading insurance group listed in Shanghai and Hong Kong which principally carries out its business in the PRC, today announces the successful pricing for its offering of GDRs representing its A shares (the "Offering") at USD17.60 per GDR (the "Offer Price"), with each GDR representing five A shares of the Company, with a fully paid nominal value of RMB1.00 each (the "A Shares").
KONG Qingwei, Chairman of the Company, commented: 
"We are pleased to announce the successful pricing of CPIC's GDR Offering. This Offering conforms to the further opening up of the insurance sector in China, and ushers in a brand new chapter of our development. The strong interest from global investors during the roadshow is reflective of investors' confidence in our leading market position in China, strong growth prospects and transformation strategy. We would like to express our sincere gratitude to all parties who have contributed to this successful issuance, especially to the London Stock Exchange, the Shanghai Stock Exchange and the relevant regulatory authorities for their support. 
The successful offering of the GDRs coincides with CPIC's upcoming 30th anniversary since establishment, and is undoubtedly another key milestone in the first 30 years of our development, as well as the start of a new endeavor. Going forward, CPIC will continue pursuing sustainable high quality growth, and consistently create value to our existing and new shareholders."
Offering Highlights
·      The Offer Price has been set at USD17.60 per GDR. The pricing statement relating to the Offering will shortly be available on the Company's website at http://www.cpic.com.cn/gdr/gdrggen/, subject to certain access restrictions.
·      Prior to any exercise of the over-allotment option, the Offering comprises 102,873,300 GDRs equating to an offer size of USD1,810.6 million and representing 8.2% of the total number of the A Shares prior to the Offering.
·      In addition, the Offering also comprises 28,883,409 GDRs to be acquired by Swiss Re Principal Investments Company Asia Pte. Ltd. at the final offering price as a cornerstone investor, representing 28.08% of the GDRs in total, prior to any exercise of the over-allotment option, and 1.51% of the Company's total number of ordinary shares in issue at the time of the Admission, prior to any exercise of the over-allotment option. The GDRs so acquired will in principle be subject to a lock-up period of three years. Swiss Re Principal Investments Company Asia Pte. Ltd. is a wholly-owned subsidiary of Swiss Re Ltd and a member of the Swiss Re Group. 
·      In addition, up to a further 10,287,300 GDRs are being made available by the over-allotment option which, if exercised in full, would increase the offer size to USD1,991.6 million, representing 113,160,600 GDRs in total and 9.0% of  the total number of the A Shares prior to the Offering.
·      Conditional tradings in the GDRs on the London Stock Exchange are expected to commence on a "when-issued" basis on 17 June 2020. The GDRs are expected to be admitted to listing on the standard segment of the Official List maintained by the FCA and to trading on the Shanghai-London Stock Connect segment of the Main Market of the LSE (together "Admission"), and unconditional tradings in the GDRs are expected to commence on 22 June 2020.
·      UBS AG London Branch and Huatai Financial Holdings (Hong Kong) Limited are acting as Joint Global Co-ordinators and Joint Bookrunners (together, the "Joint Global Co-ordinators") and  HSBC Bank plc, China International Capital Corporation (UK) Limited, Morgan Stanley & Co. International plc and J.P. Morgan Securities plc are acting as Joint Bookrunners (together with the Joint Global Co-ordinators, the "Joint Bookrunners").
About CPIC 
·      Founded in 1991 and listed on both Shanghai and Hong Kong stock exchanges, the Group is a leading insurance group that offers a wide range of financial products and services in China. The Group ranks the 199th on the 2019 Fortune Global 500 list and has established a prestigious brand.
·      The Group offers comprehensive risk solutions and investment management services to approximately 139 million customers via its nationwide distribution network and diversified service platforms.
·      The Group is licensed to conduct a full range of businesses related to insurance. 
o  The life and health insurance business focuses on delivering sustainable value growth. With a market share of 7.7%, CPIC Life was the third largest life and health insurance company in China in terms of primary insurance premium income in 2018, according to data published by the China Banking and Insurance Regulatory Commission (the "CBIRC").
o  The property and casualty insurance business maintains high business quality and has realised continued improvement in underwriting profitability. Customer engagement of the automobile insurance kept improving while the non-auto insurance experienced an even stronger growth, pointing to a rebalancing in growth drivers. With a market share of 10.0%, CPIC P/C was the third largest property and casualty insurance company in China in terms of primary insurance premium income in 2018, according to data published by the CBIRC.
o  The investment management business conducts diligent asset-liability management and adheres to the guiding principle of "Prudent, Value and Long-Term Investing". From 2017 to 2019, the Group had realised an average total investment yield of 5.1% and an average growth rate of investments' net asset value of 5.7%. As at 31 December 2019, the total AuM of the Group reached RMB2,043.1 billion, of which RMB623.8 billion was third-party assets.
·      With in-depth customer insights, the Group successfully captured the opportunities arising from China's economic growth and has been expanding into emerging business lines including health, pension, agricultural and liability insurance to form new business drivers.
·      The Group constantly eyes on building future-proofing business models and has launched 15 transformational projects to achieve its strategic vision, which is to "become the best in customer experience, business quality, and risk management, and to be the leader in building a healthy insurance industry".
·      The Group has achieved a steady and healthy growth in premium income, profitability and business value. Its GWPs grew to RMB347.5 billion in 2019 from RMB281.6 billion in 2017 with a CAGR of 11.1%. Net profit attributable to shareholders of the parent grew to RMB27.7 billion in 2019 from RMB14.7 billion in 2017 with a CAGR of 37.6%. The Group's embedded value stood at RMB396.0 billion as at 31 December 2019. The comprehensive solvency margin ratio of the Group stood at 295% as at 31 December 2019.
Corporate Information
China Pacific Insurance (Group) Co., Ltd. is a joint stock company established under the laws of the People's Republic of China with limited liability.
The Company's registered office is located at 1 South Zhongshan Road, Huangpu District, Shanghai, the People's Republic of China. 
For further information, please visit the website of the Company at http://www.cpic.com.cn/ir/, or contact:
CPIC Investor Relations
Jessie Xie
Tel: +86 21 5876 7282; +86 21 3396 6225
Email: ir@cpic.com.cn; xieling-005@cpic.com.cn
Porda Havas International Finance Communications (Group) Holdings Company Limited (media relations) 
Hong Kong, China
Bunny Lee/ Iris Luo
Tel: +852 9041 3820/ +852 5517 4514
Email: bunny.lee@pordahavas.com/ iris.luo@pordahavas.com
Shanghai, China
Claire Li
Tel: +86 138 1777 7047
Email: claire.li@pordahavas.com 
 
Disclaimer / Forward Looking Statements
The contents of this announcement have been prepared by and are the sole responsibility of the Company.
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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
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, Japan, South Africa, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by laws 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 is not an offer to sell, or solicitation of an offer to buy, acquire or subscribe for any securities to any person in the United States (including its territories and possessions, any state of the United States and the District of Columbia) or in any other jurisdiction in which such offer or solicitation would be unlawful. The GDRs have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or local securities law. The Company has not intended and does not intend to make any public offer of securities in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements.
In any member state of the European Economic Area (the "EEA"), this announcement and the Offering are only addressed to and directed at persons who are "qualified investors" ("Qualified Investors") within the meaning of the Regulation (EU) 2017/1129 (the "Prospectus Regulation").
In the United Kingdom, this announcement and any offer if made subsequently is only addressed to and directed at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons being referred to as "relevant persons").
This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to and will only be engaged with (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors and other persons who are permitted to subscribe for the GDRs described herein pursuant to an exemption from the Prospectus Regulation and other applicable legislation, and will only be engaged in with such persons.
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", "can", "could", "would" 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 Company'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 Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
To the fullest extent permitted under applicable laws, the Company and each of the Joint Bookrunners 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.
This announcement was prepared and the analyses contained in it based, in part, on certain assumptions made by and information obtained from the Company and/or from other sources. None of the Joint Bookrunners, the Company or any of their respective affiliates, or their or their affiliates' directors, officers, employees, advisors or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, in relation to the truth, fairness, reasonableness, adequacy, accuracy or completeness of the information, statements or opinions, whichever their source, contained in this announcement (or whether any information has been omitted from the announcement) or any oral information provided in connection herewith, or any data it generates and accepts no responsibility, obligation or liability (whether direct or indirect, in contract or otherwise) in relation to any of such information. The information and opinions contained in this announcement are provided as at the date of this announcement, are subject to change without notice and do not purport to contain all information that may be required to evaluate the Company. The information in this announcement is in draft form and has not been independently verified. The Joint Bookrunners, the Company and their respective affiliates, and their or their affiliates' directors, officers, employees, advisors and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.
Any subscription or purchase of GDRs in the Offering should be made solely on the basis of information contained in the Prospectus. The information in this announcement is subject to change. Before subscribing for or purchasing any GDRs, persons viewing this announcement should ensure that they fully understand and accept the risks set out in the Prospectus. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any GDRs or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
The date of Admission may be influenced by a variety of factors which include market conditions. There is no guarantee that Admission will occur. You should not base your financial decision 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. All dealings in the GDRs prior to the commencement of unconditional tradings will be of no effect if Admission does not take place and will be at the sole risk of the parties concerned.
Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of GDRs can decrease as well as increase. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. Before purchasing any securities in the Company, persons viewing this announcement should ensure that they fully understand and accept the risks which are set out in the Prospectus. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
None of the Joint Bookrunners, the Company or any of their respective affiliates, or any of their or their affiliates' directors, officers, employees, advisors or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this announcement, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any.
The Joint Bookrunners and their affiliates are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering 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 Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland, and in the United Kingdom is authorised by the United Kingdom Prudential Regulation Authority (the "PRA") and subject to regulation by the FCA and limited regulation by the PRA. Huatai Financial Holdings (Hong Kong) Limited is licensed by the Securities and Futures Commission of Hong Kong. HSBC Bank plc, Morgan Stanley & Co. International plc and J.P. Morgan Securities plc are each authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom. China International Capital Corporation (UK) Limited is authorised and regulated by the FCA in the United Kingdom. 
In connection with the Offering, the Joint Bookrunners and/or any of their respective affiliates and/or funds managed by affiliates of the Company acting as an investor for its or their own account(s) may subscribe for GDRs and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such GDRs, any other securities of the Company or other related investments in connection with the Offering or otherwise. Accordingly, any references in the Prospectus to the GDRs 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, the Joint Bookrunners and/or any of their respective affiliates and/or funds managed by affiliates of the Company acting in such capacity. In addition, certain of the Joint Bookrunners or their affiliates may enter into financing or hedging arrangements (including swaps or contracts for differences) with investors in connection with which such Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of GDRs. Neither the Joint Bookrunners, the Company nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
In connection with the Offering, UBS AG London Branch (the "Stabilising Manager") (or persons acting on behalf of the Stabilising Manager) may over-allot GDRs or effect transactions with a view to supporting the market price of the GDRs at a level higher than that which might otherwise prevail. Deferred settlement arrangements have been made with an investor to facilitate any stabilisation action by the Stabilising Manager. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake any stabilisation action. Any stabilisation action may begin on the date of announcement of the final offer price and, if begun, may be ended at any time but must end no later than 30 days thereafter (the "Stabilisation Period"). Any stabilisation action must be undertaken in accordance with applicable laws and regulations. Save as required by law or regulation, the Stabilising Manager does not intend to disclose the extent of any over-allotments made and/or stabilisation transactions concluded in relation to the Offering.
In connection with the Offering, the Stabilising Manager may, for stabilisation purposes, over-allot GDRs up to a maximum of 10% of the total number of GDRs comprised in the Offering. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of GDRs effected by it during the Stabilisation Period, the Stabilising Manager will enter into over-allotment arrangements pursuant to which the Stabilising Manager may purchase or procure purchasers for additional GDRs up to a maximum of 10% of the total number of GDRs comprised in the Offering (the "Over-allotment GDRs") at the final offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th day after the date of announcement of the final offer price. Any Over-allotment GDRs made available pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made or paid on the GDRs, will be purchased on the same terms and conditions as the GDRs being issued or sold in the Offering and will form a single class for all purposes with the other GDRs. 
Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.
For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the GDRs have been subject to a product approval process, which has determined that such GDRs are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the GDRs may decline and investors could lose all or part of their investment; the GDRs offer no guaranteed income and no capital protection; and an investment in the GDRs is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the GDRs.
Each distributor is responsible for undertaking its own target market assessment in respect of the GDRs and determining appropriate distribution channels.
 


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