In view of the current situation regarding coronavirus the Annual General Meeting of Helvetia Holding will be held without the physical participation of shareholders. In general, Helvetia considers itself well prepared for the changed conditions: Solvency and capitalisation according to the S&P capital model are currently within the strategic target range. The dividend is not at risk. The latest developments also do not change the fundamental considerations regarding financing the acquisition of Caser.
The Annual General Meeting will be held in accordance with the provisions of Ordinance 2 of the Federal Council of 13 March 2020 (as of 21 March 2020) on measures to combat coronavirus (COVID-19). The Annual General Meeting will therefore take place on April 24, 2020 at 10:00 a.m. at the Company's headquarters, Dufourstrasse 40, 9001 St. Gallen, Switzerland. Shareholders cannot be granted access to the meeting on site. Voting is only possible via the independent proxy. Shareholders will receive further details with the information letter on the Annual General Meeting.
Creation of share capital of 15 percent for the acquisition of Caser
In January, Helvetia announced its intention to acquire around 70 per cent of the Spanish insurer Caser. The purchase price for a stake of almost 70 percent in Caser is approximately EUR 780 million. While in January the transaction was expected to be completed by the end of May 2020, delays in the regulatory approval process are now possible as a result of the corona virus. It is therefore difficult to estimate the exact date of approval and the associated initial consolidation of Caser into Helvetia Group. Helvetia expects to close the transaction in the course of the summer.
The financing mix communicated in January for the acquisition of Caser continues to be the preferred option: One third of the financing is to be provided by equity and two-thirds by hybrid capital. In this context, the Annual General Meeting will also decide on the creation of authorized capital amounting to 15 percent of the outstanding share capital. The anchor shareholder, Patria Genossenschaft, unreservedly supports this acquisition and the proposed financing. Patria Genossenschaft has also announced its intention to acquire new shares in the event of a capital increase at least to the extent of its current percentage shareholding. Should the capital markets make the intended financing structure more difficult, Helvetia has sufficient liquidity to bridge periods of extreme market distortions.
Unchanged solid capitalisation – dividend in the planned scope
The basis for the financing of Caser is the continued solid capitalisation of Helvetia: The communicated strategic target range of the SST coverage of Helvetia Group of 180 to 240 per cent takes into account a pandemic scenario. The SST ratio as of mid-March remains solid at around 200 per cent and thus still within the strategic target range. The capitalisation according to the S&P capital model is also currently in the strategic target range and that required for the A rating. The impact of COVID-19 on statutory equity and the income statement is significantly lower than on IFRS capital. Furthermore, Helvetia has sufficient economic dividend capacity that can be used for future dividend payments.