Hello, and welcome to the Gjensidige conference call. For the duration of the call, your lines will be on listen only. However, there will be the opportunity to ask questions. This can be done by pressing star one on your telephone keypad to register your question at any time. If at any point you require assistance, please press star zero, and you'll be connected to an operator. I will now hand over to your host, Geir Holmgren, CEO, to begin today's call. Thank you.
Hello, everyone, and welcome to Gjensidige conference call. This is Geir Holmgren speaking, and with me I have our CFO, Jostein Amdal, and our Head of IR, Mitra Hagen Negård. Yesterday, we announced the sale of our operations in the Baltics, ADB Gjensidige, to Ergo International AG. I'm very pleased with the transaction, which supports our strategic priorities to create a leading Nordic P&C company. Our strong commitment to improve profitability and growth in the Nordics has been important for me from day one. The sale of our Baltic business supports such a strategy and shows our clear Nordic market focus. And this transaction creates the best long-term values for our shareholders and enables us to focus all efforts on our core market in the Nordics. We have implemented significant measures in our Baltic operations over the past year, and I'm pleased to see the strong improvement in the underlying profitability.
Having said that, we believe that the Baltic operations will benefit from an owner with a stronger strategic focus and priorities in the Baltics to further develop the business. So I will now turn you over to Jostein, who will comment on the transaction details.
Thank you, Geir. As you have seen in our announcement, the agreed price for ADB Gjensidige is EUR 80 million. This is a fair price in our view, representing a 2x price-to-book multiple. The purchase price will be fully paid in cash at closing, which is subject to, among other things, customer and regulatory approvals. The purchase price is subject to adjustments for changes in equity in the time span between the end of 2023 and closing. This transaction will only have a minor impact on the Gjensidige Group's financials, and the financial targets remain unchanged. We expect to recognize an accounting loss of around NOK 120 million in the third quarter of 2024. The transaction is expected to positively impact the group's solvency ratio at the time of closing by approximately 4 percentage points. This is based on the approved partial internal model as set June 30th.
With this, we now open up for questions from participants. Operator, could you please proceed, please?
If you would like to ask a question, please press star one on your telephone keypad. Please ensure your line is unmuted locally, as you will be advised when to ask your question. So once again, that's star one to ask a question. Our first question comes from the line of Tryfonas Spyrou from Berenberg. Please go ahead.
Hi there. Morning, and thank you. Thanks for hosting this call. I guess the first question would be from this NOK 120 million charge you're getting. My understanding is the difference between the current value of the asset on your balance sheet and the purchase price or the selling price. I guess, do you expect that to have any impact on your dividend paying capacity for the year? I appreciate this might not be a cash-related item, but it does impact sort of FS earnings, and so I appreciate that might have an impact. So any thoughts around how we should think about the payout ratio for the full year? And the second question is basically more sort of strategic. You said, Geir, I think you want to create a leading Nordic insurer and obviously focus on your domestic markets.
Does that mean with the sale of this asset, you're looking to do perhaps any other deals in the Nordics, given that you have more time to focus on the domestic stuff? Thank you.
Yes. Yes, I'm probably starting to continue.
Good. This will have a P&L effect, but not affect the dividend decision for 2024. So in effect, that will probably have a slight effect on the payout ratio as such, but the dividend policy remains unchanged.
Can I just confirm that you can pay more than 100% of your profits? Is there any sort of approval you need to take if you were to do that? Can you just remind us of the mechanics? Thank you.
Yes, it's absolutely possible to pay more than 100% of annual profits, and we've done so a couple of times before. The key focus is on the solvency situation of the company. If there's more than 100% payout ratio, there is a need for an application to the FSA. Between 50% and 100% payout ratio, it's a notification to the FSA. The FSA will also look at the solvency situation when they look at the notification or the application as such.
Great. Thank you.
Okay. So more on the strategic part of it. As announced and our story on the capital markets the last year, a very focused strategy within the Nordics on P&C business. This kind of focus, this simply will continue. We are looking for opportunities both when it comes to organic profitable growth and more inorganic growth, but it has to be smart, and it has to create good shareholder value as well, of course. And you know the Nordic P&C market, it's consolidated. So we also see that there have been some minor portfolios in the Danish market during the last couple of years, and we've had 2 acquisitions last year. But going forward, our main core focus is to grow our business in the Nordics within P&C mainly, and not outside the Nordics.
If some inorganic opportunities arise, we will assess that, having in mind that on a long-term basis, our main focus is to create shareholder value.
Can I maybe ask relative to the past, do you have more or less appetite for bigger deals, i.e., not sort of small books and bolt-ons? But would you say you have more appetite now for some sort of a bigger deal versus the past?
If it creates good shareholder value, we have, I would say, a good appetite, but it has to be smart both financially and strategically, and it has to be within the Nordics. It is important that we build future growth on our core capabilities and where we have competence. And yeah, I think that's the core message from me regarding more strategic opportunities going forward.
That makes sense. Very helpful. Thanks, guys. Thank you.
Thanks. Thanks.
The next question comes from the line of Jan Erik Gjerland from ABG. Please go ahead.
Thank you for taking my questions as well. When it comes to these NOK 80 million proceeds and the 4 percentage points increase in solvency, should we assume you want to pay it out as an extraordinary dividend rather than to reinvest? Or how should we think about these proceeds in your accounts versus the opportunity to get more portfolios and enhancing your ROE by lowering the equity base?
Okay. I'm going to give up to the board to propose any dividends, and it will be based on more continuous assessment of the capital situation. So as for now, there are no plans for paying out special dividends. Excess capital is defined as before, and capital beyond that level would be necessary for keeping the rating and so on, the dividend policy. So that's the core view on how we look at this at the moment. Jostein, anything you'd like to add?
No, as I said, the dividend policy stands, and we'll assess the capital situation at any point of time to decide what to do.
Okay. The second question is, your size in Sweden is, of course, larger than the Baltics, and you also increased profitability in Sweden. Is it large enough for you to continue to build the scale in Sweden from a low level and make it even more profitable, like Norwegian business? Or is, say, like you've done in the Baltics, potentially you can think about concentrating them on Denmark and Norway?
Yep. The Swedish business is much more integrated in our group structure than the Baltics operations have been. We can argue that we have synergies being in Sweden regarding competence, capabilities, pricing, methodology, understanding of insurance risk, and so on. So that's very important. But of course, I agree. Over time, if we are not satisfied with having a position between 1%-2% in the Swedish market, we have to grow that, but we have to grow it in a smart way and a profitable way as well. So if you have the same question in, yeah, 5-7 years' time, I'm not satisfied still having the same size of the business in the Swedish market.
But as you also know, many things happen around us within the mobility industry, for instance, which also ask for a more Nordic presence by the insurers than having a single position in one of the markets. So a presence in Sweden is also important due to how we look at the market going forward, especially within the mobility industry, but also more general.
Okay. Thank you. Finally, on the more strategic view, are you keen or ready to have a sort of a three-way merger for you being the biggest in Norway? Anyone in Denmark who wants to play with you and/or Sweden? Is that something we could think about? Or is Gjensidige a company that wants to expand on their own, bringing their brand into the different countries?
We are looking at both more organic ways to grow, both in Denmark, Sweden, and to keep the great position we have in Norway. But we're also assessing different inorganic opportunities going forward. I have been doing that during the last year as well from when I started in this position as a CEO in Gjensidige. So there has been consolidation going on with the Nordic P&C market, and I expect that we will see more consolidation going forward during the next three, four, five years. Gjensidige wants to be a part of that, but it has to be clear that it should be right both financially and strategically.
Perfect. Very clear. That's all from my side.
Thanks.
The next question comes from the line of Youdish Chicooree from Autonomous. Please go ahead.
Good morning, everyone. Thank you for taking my question. I've also got a question just on strategy and M&A generally. I mean, I think three or four years ago, you did, I think, four or five acquisitions in the mobility space. Are you still keen to keep those businesses and invest further, or would you consider an exit as well from these businesses? Thank you.
Yeah. My core focus, my main focus is on P&C business when it comes to M&A and opportunities. When we are looking at what's happening in the mobility space or that type of industrial business, we are more looking into partnerships and necessarily not acquisitions. So when it comes to acquisitions, the core focus is on more pure P&C insurance business.
Right. Okay. Thank you. Can I ask just a clarification on Sweden? I believe you said that if in five or seven years you're not satisfied, you might look at other options. But do you have—I mean, how profitable can you get this business based on the scale you have in that market?
I would still say that we can improve the profitability in Sweden, even being a small player. We can assess during the last years. We have improved the profit in our Swedish operations. We have been more selective when it comes to risk selections, and we have improved our way of doing business, how we set up partnerships, how we do the distribution, how we do the risk pricing. So that will be the core focus going forward as well. We still have a potential to improve organically the business we have in Sweden, both when it comes to growth, but more importantly, to improve the profitability.
All right. Thank you. Thank you very much for your answers. Thank you.
Thanks.
The next question comes from the line of Vinit Malhotra from Mediobanca. Please go ahead.
Yes. Good morning. Thank you very much. My, one question is on, I'm just curious. When you have had the Baltics, how much was it a drag, let's say, or distraction for management time? And I'm just asking because presumably this sale means that you could spend more time on the Norwegian market where you're trying to raise prices and do so many things. And I'm sorry if this was addressed. I missed the first opening one or two minutes of the call, but this is my only question. Thank you.
Okay. Yeah. Our Baltic operations and the business we have been doing in Baltics have been very much separated from the core focus or the business we have been doing in the group. I would definitely argue that we are having synergies when it comes to the Danish, Norwegian, and the Swedish business, but not so much synergies when it comes to the Baltic business. That's due to the similarities between the markets. You can find them in the Norwegian, Swedish, and Danish markets, but both the markets in the Baltics are different. The management focus hasn't been very much distracted by what's happening in the Baltics. Having said that, this topic has been brought up in almost every investor meeting I have had during the last 18 months.
There have been kind of focus on what are we doing in the Baltics, how to improve the profitability, how to improve the business, is that strategically right to have this business in Gjensidige, and so on. When doing the strategic review and looking at what kind of competence do we have in the group, where can we find the synergies, where are our capabilities, it's that clear understanding in the management team that we should focus on the Nordic business. That's the background for having this divestment.
Okay. Thank you very much.
Thanks.
The next question comes from the line of Thomas Svendsen from SEB. Please go ahead.
Yes. Hi. Good morning. So just a small question. When is the estimated time of closing of the transaction?
Jostein.
The process now is that we need to file the applications for the different FSAs and competition authorities. This is especially the competition authorities is a fairly lengthy process, and a bit hard to predict when it will happen. So that's why we said we expect second half of 2025 at the latest, early 2026. But it's a bit out of our control.
Okay. That's the time we get the solvency effect?
That is correct.
Okay. Thank you.
Thank you.
We currently have no questions in the queue. As a reminder, please press star one if you would like to ask a question. We have no further questions in the queue, so I will turn the call back over to your host for some closing remarks.
Okay. Very well. Thank you very much for your attention. And if you, during the day or a couple of next days, have any questions, you can forward them to Mitra, and we will revert as soon as possible. So to conclude, we are very pleased with this transaction, and look forward to continuing our path towards becoming a leading Nordic P&C company. And saying that, we wish you all a pleasant day and a nice summer.
Thank you for joining today's call. You may now disconnect your lines.