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09th
January 2010
Sagicor
statement on private placement
Sagicor
Financial Corporation (Sagicor) is a strong
financial institution. Throughout its long history,
the Board and Management have always adopted
a conservative and prudent approach to managing
its business. Sagicor has implemented a comprehensive
governance architecture and follows established
risk management practices. In addition, we have
remained true to our core business of insurance
and ancillary financial services. This has served
us well, and Sagicor has enjoyed excellent growth
and profitability over the years, while maintaining
strong capital ratios and a conservative investment
risk profile.
We operate on the basis of a multi-year rolling
business plan. An integral component of the
business plan is a capital plan. This plan is
constructed to ensure that Sagicor maintains
a strong regulatory capital position in all
its jurisdictions, protects its financial ratings
and has the capacity to fund existing and planned
business growth. Sagicor confirms that its current
capital position achieves all of these objectives.
Sagicor’s 2009 business plan included
a capital raising by way of new equity to be
issued in Barbados, Trinidad & Tobago and
the United Kingdom. This new capital is required
to finance our further expansion, primarily
in diligently selected opportunities in the
US and UK.
These two markets, which provide good geographic
diversification, are delivering strong profitable
growth and are contributing positively to the
strength of the Sagicor Group. This will augur
well for the Group’s continuing financial
success.
After several months of working on the plan,
we, along with our advisers, formed the view
that market conditions were not appropriate
for capital raising. Companies that had proceeded
with a plan to raise capital did so at substantial
discounts on their share price ranging from
10% to 30%. The Board believed that this was
not in the best interest of our shareholders
and therefore postponed the capital raising
exercise, and adjusted our business plan accordingly.
However, we conducted preliminary discussions
with significant long-term institutional investors
in both Barbados and Trinidad to gauge their
appetite to participate in an equity issue.
The private placement to the Barbados National
Insurance Board was the culmination of these
discussions.
Several questions have been raised in the press,
and through queries to our staff. We address
these questions below:
1. Is the company in financial difficulty?
The answer is NO. Sagicor is in good financial
health. As at the end of our 3rd quarter September
30th 2009, our total capital stood at US $661
million, increasing from US $581 million at
the end of 2008, entirely by internal growth
and without any new capital injection. Our free
capital comfortably exceeds regulatory standards,
as well as the targets established by the Board,
and compares favourably with strong companies
internationally.
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Both
A.M Best and S&P cite our continued capital
strength in determining our rating, which remains
investment grade at “A” Excellent
(A.M Best) and BBB (S&P) respectively. Despite
the historically difficult global environment
experienced during 2009, our profitability at
September 30, 2009 remains strong and compares
favourably with the similar period in 2008 when
certain unusual items are excluded from the
2008 results. Sagicor remains in solid financial
condition.
2. What is the effect of a Private Placement
on existing shareholders?
Once the decision to pursue this course of action
was taken, the laws of Barbados permit Directors
to issue new shares by means of a private placement
without shareholder approval, and without first
offering the shares to existing shareholders.
The natural effect of such a transaction would
be some reduction in the percentage ownership
of existing shareholders. In this instance,
the private placement had the effect of diluting
existing shareholders shares by 4% of their
previous holdings.
3. Why not make a rights issue?
The Board and Management considered making a
rights issue, but concluded that this approach
was unlikely to produce the results expected.
However, we have not ruled out a rights issue
should shareholder interest and market conditions
suggest that this is a viable option.
4. Did we need to do the Private Placement now?
Although it was part of our capital plan, there
was no pressing financial issue that required
us to do the private placement in December 2009.
However, if there was one lesson learnt from
the financial crisis of 2008, it is that taking
a proactive opportunity to augment capital during
a period of global economic uncertainty can
be a prudent business decision.
Sagicor remains committed to the prudent and
ethical management of our business and delivering
long-term value to all our stakeholders.
Dodridge Miller, President & CEO, Sagicor
Financial Corporation
CONTACT:
Sagicor Financial Corporation (246) 467 7500
Melba Smith, Vice President Corporate Communications
Sandra Osborne, QC, General Counsel and Secretary
Discuss
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