Good morning, and thanks for joining us for this Chesnara PLC Presentation Call. I'm Steve Murray, Group Chief Executive, and with me is Tom Howard, our Group Chief Financial Officer. We're pleased to be here today to talk you through our proposed acquisition of HSBC Life U.K., which we announced to the market this morning. You can find all the relevant documentation associated with the acquisition via our microsite on chesnara.co.uk, which will be uploaded once we've received approval from the FCA of the prospectus expected later today. We believe this material transaction is strongly aligned with our stated strategy. It's attractive for investors and positively supports the long-term cash generation potential of the group. What will we cover this morning? I'll start by setting the scene with the strategic context and key highlights of the deal.
I'll then hand over to Tom, who'll take you through the financials in more detail, including how we'll be financing the transaction. I'll then finish with a summary of the transaction, including some brief comments on our outlook for future M&A activity. There'll be plenty of time for questions, so please refer to the invitation details on how to ask these. Let me start with how our proposed acquisition fits strongly with our stated strategy. This deal is exactly the kind of transaction that we're set up to deliver, and it's a great fit against all of our acquisition criteria. HSBC Life U.K. is a high-quality business with products that we know well, and the scale of the opportunity meaningfully accelerates our strategy. The price that we've agreed, in combination with the upside potential that we see, provides investors with a very attractive acquisition.
In support of the financing of the deal, we've also announced a fully underwritten rights issue. Our financing package, which also includes an amended and increased RCF, maintains our balance sheet strength and also provides some capacity for further M&A in the future. The deal is compelling financially and strategically for us. On the financials, it increases the cash generation potential of the group, with over GBP 800 million of incremental lifetime cash flow expected. That's three times the acquisition price. GBP 140 million of the GBP 800 million we expect over the first five years of the transaction. We also maintain balance sheet strength and resilience, remaining well above the Solvency II target operating range of 140%-160%, while maintaining a leverage ratio commensurate with our investment-grade rating.
The total consideration accounts for around 83% of HSBC Life U.K.'s eligible loan funds, and we expect there to be a substantial value uplift from investors from the deal going forward. Furthermore, the addition of HSBC Life U.K. supports an anticipated step-up in our dividend in 2026, and the continuation of our excellent track record of 20 consecutive years of dividend growth. Strategically, this is the 15th and largest transaction since our listing in 2004, and it significantly increases our assets under administration and policy base in the U.K. The increase in scale also means that we expect to be eligible for FTSE 250 inclusion, a positive both for our profile and the liquidity of our shares. Today's announcement clearly reinforces our position as one of the leading life and pensions consolidators, and we continue to see further M&A opportunities in our pipeline.
What are we proposing to acquire in HSBC Life U.K.? Our due diligence has supported the reputation in the market that this is a high-quality business with product areas that we already know well. The business has approximately GBP 4 billion of assets under administration, over 450,000 policy holders, and GBP 314 million of eligible loan funds. We've demonstrated over time that we can successfully run and integrate books like these, and we very much look forward to working with the HSBC Life U.K. team to effect a clean migration and ensure that customers continue to receive strong support. With that, let me hand over to Tom, who could talk you through our approach to financing and the wider value case in more detail. Over to you, Tom.
Thanks, Steve, and good morning, everyone. I'm very pleased to be presenting the financial highlights of this attractive deal to you today. This transaction significantly strengthens the group's financial framework across our three pillars of cash generation, balance sheet strength, and future value creation. We expect the deal to generate incremental lifetime cash of over GBP 800 million, and this is a step change for the group. An efficient deal financing package supports a strong group solvency coverage ratio and maintains our investment-grade leverage from deal completion. We have a clear line of sight to sources of future value from expense and capital synergies and new business activity. This strong financial profile supports an anticipated one-year step-up in dividend. The final full-year 2025 dividend and the interim full-year 2026 dividend is expected to be increased by an adjusted 6%.
I mentioned that the transaction represents a step change in the group's cash generation profile, and I look at this in three ways. Firstly, the overall cash generation of the group will increase materially. We expect the transaction to generate lifetime cash of more than GBP 800 million. Secondly, this lifetime cash projection does not allow for future incremental expense and capital synergies and other management actions. We have a clear line of sight to these future value opportunities, and I will cover these a little later. Finally, the transaction significantly enhances the sustainability of the group's cash generation, with over 80% of the lifetime cash expected to be generated from year six onwards and into the longer term.
The GBP 260 million consideration will be funded through a combination of GBP 55 million from existing cash at group, a drawdown of GBP 65 million from our amended and increased GBP 150 million revolving credit facility, and the net proceeds of the GBP 140 million fully underwritten equity raise also launched today. This financing package supports our existing financial framework, maintaining the group's robust solvency coverage and investment-grade leverage, and significantly strengthening long-term cash generation. This means that we will continue to retain a level of financial firepower primarily through the remaining undrawn-down RCF to support future M&A opportunities. At 169%, the group's pro forma solvency coverage ratio will remain above the upper end of our operating range of 140%-160%. The group's risk profile will be largely unchanged, with no material effect on the resilience of our solvency ratio to macroeconomic and demographic stresses.
Day one leverage will be maintained at investment-grade levels, and we expect the group's leverage ratio to improve further in the medium term following the repayment of the RCF drawdown and the growth in the group's cash flow. We will also continue to explore opportunities to further optimize the group's debt stack, including, for example, via an RT1 debt issuance, which is under active consideration. This transaction provides the group with material sources of value from operating efficiencies and capital optimization. Cost efficiencies will be delivered through the migration of the HSBC Life U.K. operating model to our strategic outsourcing partner, SS&C Technologies. Capital efficiencies will arise through a range of actions, including but not limited to the Part VII transfer of the HSBC Life U.K. Business into Chesnara's existing U.K. Business, Countrywide Assured, and broader risk management actions such as reinsurance and foreign exchange hedging.
Finally, the transaction also offers the potential to generate further value from expanding Chesnara's new business opportunities in the U.K. Supported by the strong financial profile of the acquisition, it is anticipated that there will be a step-up in the group's dividend trajectory. This morning, we are announcing a proposed increase to both the final full-year 2025 and the 2026 interim dividend by 6%. This represents a one-year acceleration in our recent annualized dividend growth rate of 3%. This rebasing of future distributions, along with the attractive cash flow profile of today's transaction, positions the group strongly to continue its consistent record of delivering attractive returns to shareholders. As is standard practice, our dividends will be adjusted for a bonus factor following the rights issue.
As a result, we expect the post-transaction restated full-year 2024 final dividend to be 13.9 p compared to the 16.1 p dividend per share we declared earlier this year. We've included a slide in the appendix which provides more detail on the bonus factor calculation in relation to the rights issue and its impact on the per share metrics. I'll now provide a short summary of our rights issue and the key next steps. As we've set out alongside this morning's announcement, part of the funding mix is a fully underwritten rights issue to raise gross proceeds of GBP 140 million. The rights issue is a 10-for-19 issuance at an issue price of GBP 1.76, which reflects a discount of circa 30% to the theoretical ex rights price of GBP 2.53. The FCA-approved prospectus is expected to be published later today.
The nil-paid rights will then start trading on the 8th of July, which will kick off the rights issue offer period. The last date of acceptance and payment in full will be the 22nd of July, followed by announcement of the results of the rights issue on the 23rd of July. An overview of the impact of the rights issue for shareholders and on the group's per share metrics is included in the appendix. We are targeting completion of the transaction in early 2026, which remains subject to customary regulatory approvals. We will be focusing on the efficient migration of HSBC Life U.K. to SS&C Technologies over a period of around six months from completion, and we will provide further detail on this in due course. I'll now pass back to Steve to conclude.
Thanks very much, Tom. This proposed acquisition aligns strongly with our stated strategy of seeking out and delivering value-enhancing M&A. HSBC Life U.K. is a high-quality business operating in familiar product areas that we're confident in integrating and managing going forward. The deal is expected to add GBP 800 million of incremental cash generation to the group. This expected cash generation, as well as our continued balance sheet strength and resilience, supports an anticipated step-up in the dividend level in 2026 and should enhance the longer-term sustainability of the dividend. Given the scale and value creation that we see from the proposed transaction, we also expect to be eligible for FTSE 250 inclusion, which will be beneficial for the liquidity of our shares. I am very much looking forward to welcoming HSBC Life U.K.'s people and policy holders to the Chesnara Group.
Now, I referenced our wider M&A pipeline earlier in the presentation. As an acquisitive business, we continue to regularly evaluate and assess opportunities across multiple territories while, of course, maintaining a disciplined approach to executing M&A. At the full-year results, I flagged that there was a positive M&A pipeline in 2025 and beyond, and we're very much continuing to see that today. Today's announced changes to our financing structure, including our increased RCF, mean that we maintain the ability to execute on further value-enhancing opportunities as they arise, and we continue to actively assess further financing options, including the potential issuance of an RT1 bond. We are excited about what today's announcement means for the group, and I very much continue to believe there's a lot to look forward to here at Chesnara. I will now open up for questions.
We have Ben as the call operator who is going to help take calls from the conference call, and we have Tilly in the room with us here who will look at questions coming in on the webcast. I think we will hand over to Ben for any questions that are coming in on the lines.
Thank you very much. Ladies and gentlemen, if you would like to ask a question, please press star one now on your telephone keypad, and to withdraw your question, hit star two. The first question comes from the line of Abid Hussain calling from Panmure Liberum. Please go ahead.
Hi, good morning all. Firstly, congratulations on the deal. I know investors have been waiting for a mature transaction, so congrats on that. I've got a few questions. The first one is on expense synergies. Can you give any additional color on the sources of those synergies, so people, systems migrating to the SS&C platform?
Okay. What I'll say upfront, and I'll hand over to Tom, is...
Still left to come on the expense synergies. Then...
Yeah. Sorry, Adib, you're on a bad line, so we caught the first question. I think you said you might have a couple more, so do you just want to repeat that for us?
Yes, yes, sorry. The first question was on the expense synergies. I think you caught that one. The second question is on the capital synergies. I just wanted to know what you have assumed on day one, and then what have you assumed in terms of what comes after the Part VII Transfer or thereafter? Any color on the capital synergies? That is the second question. The first one was on expense synergies. I have a third question, if I may, and I will leave it to three because it gives others a chance. I think this business comes with a new business franchise. Could you sort of give a sense or dimension of what that franchise looks like today and whether you intend to retain that capability or even invest and develop that capability further? Thank you.
Yeah. Thanks, Abid. I'll maybe make a couple of remarks. Tom can talk through sort of how we view the cash flows and what sort of drives those, and I'll come back on new business. I suppose what I'll say upfront is what you've seen from Chesnara over the last 20 years when we look at M&A is we've got a number of value levers that are available to us, which flow through into both value creation and then ultimately into cash generation. We've talked to investors about those. We're not reliant on one source of value creation when we look at the cash flows, and you've outlined a couple of the areas that we look at. Tom, why don't you sort of give us your views on sort of efficiencies and capital synergies? Yeah.
I can pick off the expense and capital points as part of that. Abid, yeah, I mean, maybe stepping back, we talk about the GBP 800 million cash flows. How we think about that is entirely consistent with how we think about the cash flow profile of our existing U.K. book. We use very similar assumptions as regards long-term market investment rates, persistency rates, etc. Those are all very, very consistent. When we look at the HSBC Life book and the opportunity around expense and capital synergies, on the expense side, what we have been able to factor into the cash flows because we have a very clear line of sight are the operating efficiencies that we expect to generate when we bring the HSBC Life book into our existing U.K. platform in SS&C. Those are factored in.
On the capital side, we do not have material levels of capital synergies on day one. I think you asked that specifically. The capital synergies will emerge a little bit more slowly over time, particularly between day one and when we Part Seven the business. What will happen between day one and the Part Seven is we will get some diversification benefits as the risks come in, and we have factored in some of those. Also, we will have other management actions that we will be applying over that period, and we have not fully factored those in yet. We will assess what is in the arc of the possible between signing and completion, and we will update on that in due course, but it will be a further source of value upside for us. Thanks, Tom.
On new business, Abid, I know you're right to highlight that HSBC Life writes new business across those two main product areas. On the onshore bond side, it's around the number two player in that market, and you'll certainly see the protection products available on sites like Money Supermarket and what have you. You've seen the approach that we've taken to previous acquisitions is that we always look at the short, medium, and long-term sort of cash flow and returns that we think are available however we deploy capital, including new business, and we'll apply that lens to the new business capability that HSBC Life U.K. has. The fact that there's that potential value upside is an interesting part of the deal for us. Thanks, Abid.