Chesnara (CSN) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition aligns with the strategy of value-enhancing M&A, consolidating life and pensions books, and accelerates long-term cash generation potential.

• Target is a high-quality UK life protection and investment bond provider with familiar, complementary products, supporting a clean integration and operational fit.

• Transaction adds approximately £4 billion in assets under administration and 454,000 policies, creating a combined group with £18 billion AuA and 1.4 million policies.

• Strengthens position as a leading consolidator in the life and pensions sector and supports future M&A ambitions.

• Product suite enables new business opportunities, particularly in open onshore bonds and protection products.

Financial terms and conditions

• Total consideration is £260 million, funded by £55 million cash, £65 million RCF drawdown, and £140 million rights issue.

• Rights issue is fully underwritten, 10-for-19 at £1.76 per share, raising £140 million at a 30-40% discount to TERP or prior closing price.

• Consideration represents 83% of target's eligible loan funds or Solvency II Own Funds.

• No shareholder vote required; all shareholders can participate in the rights issue.

• Non-refundable £20 million break fee payable if the acquisition agreement is terminated in most circumstances.

Synergies and expected cost savings

• Expense synergies from migrating operations to SS&C Technologies and operating efficiencies are factored into cash flow projections.

• Capital synergies expected post-Part VII transfer and through risk management actions like reinsurance, FX hedging, and capital diversification.

• No material capital synergies on day one; benefits will emerge over time.

• Additional value from future new business and capital management actions.

• Value creation expected through further expense and capital synergies.