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Renaissance Insurance announces pricing of IPO and listing on Moscow Exchange

NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED HEREIN IS FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR TO ANY PERSON IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

Moscow, 20 October 2021 – Renaissance Insurance Group PJSC (“Renaissance Insurance” or the “Company”, and together with its consolidated subsidiaries, the “Group”), a Russian diversified independent insurance company, today announces the final offering price (the “Offering Price”) for its initial public offering (the “Offering”) and listing of ordinary shares (the “Ordinary Shares”) on Moscow Exchange.

The Offering Price has been set at RUB 120 per Ordinary Share. Up to 162,000,000 Ordinary Shares will be sold in the Offering, including 147,272,727 new Ordinary Shares raising RUB 17.7 billion (c. USD 250 million) in gross proceeds and up to 14,727,273 existing Ordinary Shares that may be sold under the over-allotment option. The proceeds from the newly issued Ordinary Shares will be used to finance the Company’s organic growth and digital investments, as well as potential value-accretive M&A. Based on the Offering Price, Renaissance Insurance’s market capitalisation will be RUB 66.8 billion on a post-money basis.

Boris Jordan, President and Chairman of the Board of Directors of Renaissance Insurance, said:
“Renaissance Insurance today becomes the first Russian insurer to complete a fully marketed international IPO. Our offering attracted interest from a broad range of institutional investors from around the world keen to gain exposure to a digitally enabled pioneer in the fast evolving Russian insurance market, as well as strong interest from domestic Russian individual investors, many of whom already know and believe in us as customers. I am confident that as a public company Renaissance Insurance will meet the high expectations of all our stakeholders. We have already taken steps to ensure that we are following global best practices in all key areas, including introducing an LTI programme that aligns management interests with those of investors, bringing in highly qualified independent directors to the Board and approving a dividend policy that aims to pay out 50% of net profit starting from 2022. By pricing our Offering competitively, we have left plenty of money on the table and create a solid foundation for long-term share price appreciation and growth of shareholder value. I am pleased to welcome all of our new investors alongside our established and committed long-term shareholders, and look forward to sharing with them Renaissance Insurance’s journey as a public company.”
Offering highlights

• The Offering Price has been set at RUB 120 per Ordinary Share, implying a market capitalisation of RUB 66.8 billion (USD 942 million) on a post-money basis.
• The Offering consists of an offering of 147.3 million new Ordinary Shares and 14.7 million existing shares that may be sold under the over-allotment option, representing up to 29.1% of Renaissance Insurance’s share capital following the sale of the offering Ordinary Shares in the Offering. Based on the Offering Price, gross proceeds to the Company will be RUB 17.7 billion.
• Proceeds from the Offering will be used for the purposes of the Group’s development to finance organic growth, investments in further digital initiatives, and potential value-accretive acquisitions.
• In addition, for the purposes of potential stabilisation, certain shareholders of Renaissance Insurance (the “Option Shareholders”) have granted Renaissance Capital as stabilising manager (the “Stabilising Manager”) a call option to require such Option Shareholders to sell shares in the amount of up to 10% of the total number of shares in the Offering (the “Over-Allotment Option”). The Over-Allotment Option is exercisable for a period of up to 30 days from 21 October 2021. The Option Shareholders comprise Sputnik Management Services Limited, Laypine Ltd, Bladeglow Limited and NOTIVIA LTD.
• Trading in the Ordinary Shares on Moscow Exchange under the symbol “RENI” is expected to commence tomorrow, 21 October 2021. Moscow Exchange has approved the Ordinary Shares for inclusion in the Level 1 section of the List of Securities Admitted to Trading on Moscow Exchange.
• The Offering comprises an offering of the Ordinary Shares (i) in the Russian Federation, (ii) otherwise outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (iii) within the United States to certain qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act.
• The Company and its shareholders have agreed to customary lock-up arrangements (subject to certain exemptions set out in the relevant transaction documents) for a period of 180 days.
• Credit Suisse, J.P. Morgan and VTB Capital are acting as Joint Global Coordinators and Joint Bookrunners. BCS Global Markets is acting as the Senior Bookrunner. Renaissance Capital, Sberbank, Tinkoff, Sova Capital and ATON are acting as Joint Bookrunners.
• The Offering Memorandum dated 11 October 2021 is available on the Company’s website at https://invest.renins.ru/ and should be read in conjunction with the pricing statement, which will be made available on the Company’s website today.

For more information please contact:
Renaissance Insurance PR: pr@renins.com
Renaissance Insurance IR: ir@renins.com

EM (communications advisor to Renaissance Insurance Group)
Daria Khilenkova/ Samuel VanDerlip
khilenkova@em-comms.com/ vanderlip@em-comms.com
+7 916 805 4926 /+44 7554 993 032
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IMPORTANT NOTICE

This press release is an advertisement and not a prospectus and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities of Renaissance Insurance Group Public Joint Stock Company (the “Company” and, the “Securities”, as applicable) or rights to subscribe for the Securities to any person in Australia, Canada, Japan, the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the “Securities Act”) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the Securities may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the Securities have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the Securities in the United States.

This press release is being distributed to and directed at persons in member states of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 and amendments thereto (the “Prospectus Regulation”) (“Qualified Investors”).

In addition, in the United Kingdom, this press release is being distributed to and is directed only at persons who are “qualified investors”, within the meaning of Article 2(e) of the EU Prospectus Regulation as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal Act) 2018 who are (i) persons who have professional experience in matters relating to investments who fall within the definition of “investment professionals” as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”).

This communication does not constitute an offer of the securities referred to herein to the public in the United Kingdom and investment or investment activity, or controlled investment or controlled activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA. No person that is not a Relevant Person should or Qualified Investor may act or rely on this press release or any of its contents.

Solely for the purposes of the product governance requirements contained within (a) Regulation (EU) 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA ("U.K. MiFIR"); and (b) the FCA Handbook Product Intervention and Product Governance Sourcebook, (together, the "U.K. MiFIR Product Governance Rules") and/or Article 9(8) of Commission Delegated Directive 2017/593 (the “Delegated Directive”) regarding the responsibilities of Manufacturers under the Product Governance Requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments as amended (“MiFID II”); (b) Articles 9 and 10 of the Delegated Directive; and (c) the local implementing measures (the “MiFID II Product Governance Requirements”), the Securities the subject of the Offering have been subject to a product approval process, which has determined that such Securities 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 the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the UK Product Governance Requirements and/or the MiFID II Product Governance Requirements, in each case to the extent applicable) should note that: the price of the Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the Securities 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, Credit Suisse International, J.P. Morgan Securities plc, VTB Capital plc, BCS Prime Brokerage Limited, Renaissance Securities (Cyprus) Limited, Sberbank CIB (UK) Limited and Sova Capital Limited will only procure investors who meet the criteria of professional clients and eligible counterparties. Each distributor is responsible for undertaking its own target market assessment in respect of the Securities and determining appropriate distribution channels.

In connection with the Offering, an affiliate of Renaissance Securities (Cyprus) Limited (the “Stabilising Manager”) acting as a market-maker (the “Market-Maker”), will, to the extent permitted by applicable laws, regulations and rules of the Central Bank of Russia and/or the Moscow Exchange, purchase for stabilisation purposes an amount of Securities to be specified in the pricing statement to be prepared by the Company in connection with the Offering on the Moscow Exchange during the Stabilisation Period (as defined in the Offering Memorandum to be published by the Company in connection with the Offering), with a view to supporting the market price of the Securities at a level higher than the one that might otherwise prevail in the open market, in accordance with the agreement between the Company, the Market-Maker and the Moscow Exchange. There will be no obligation on the part of the Stabilising Manager or any person acting on behalf of the Stabilising Manager to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. Except as required by law or regulation, neither the Stabilising Manager nor any person acting on behalf of the Stabilising Manager intends to disclose the extent of any stabilisation transactions conducted in relation to the Offering.

These materials do not contain or constitute an offer, or an invitation to make offers, sell, purchase, exchange or transfer any Securities in the Russian Federation, and do not constitute an advertisement of any Securities in the Russian Federation. This communication does not constitute or form part of individual investment advice, investment consulting or personal recommendation (within the meaning of the federal legislation of the Russian Federation (including, without limitation, Federal Law dated April 22, 1996 No. 39-FZ “On the Securities Market”, as amended)).

None of Credit Suisse International, J.P. Morgan Securities plc, VTB Capital plc, BCS Prime Brokerage Limited, Renaissance Securities (Cyprus) Limited, JSC “Sberbank CIB”, Sberbank CIB (UK) Limited, Sova Capital Limited or Tinkoff Bank (collectively, the “Banks”) or the expected Selling Shareholders nor any of their respective affiliates, directors, officers, employees, advisers, agents or any other person, accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this press release (or whether any information has been omitted from this press release) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this press release or its contents or otherwise arising in connection therewith. Accordingly, each of the Banks, the expected Selling Shareholders and their respective affiliates, directors, officers, employees, advisers, agents and any other person acting on any of their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this press release, whether in tort, contract or otherwise which they might otherwise have in respect of this press release or its contents or otherwise arising in connection therewith.

Each Bank is acting exclusively for the Company and no one else in connection with the matters referred to in this press release, and will not regard any other person as their respective clients in relation to the matters referred to in this press release 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 matters referred to in this press release, the contents of this press release or any transaction, arrangement or other matter referred to herein.

Certain statements in this communication are not historical facts and are “forward looking” within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, financial position and future operations and development, our business strategy and the trends we anticipate in the industries and the political and legal environment in which we operate and any other information that is not historical information. By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward looking statements. We do not intend and we do not assume any obligation to update any forward looking statement contained herein.

The date of the admission of the Securities to trading on the Moscow Exchange (the "Admission") may be influenced by factors such as market conditions. There is no guarantee that the Admission will occur, and you should not base your financial decisions on the Company's intentions in relation to the 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. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of the Securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

Nothing contained herein constitutes or should be construed as: (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

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.