AXA (EPA:CS) - AXA and Bharti to combine their non-life operations in India into ICICI Lombard, in exchange of shares

Transparency directive : regulatory news

21/08/2020 21:00

Press release

Paris, August 21, 2020

   AXA and Bharti to combine their non-life operations in India into ICICI
                     Lombard, in exchange of shares

AXA and Bharti announced today that they haveenteredinto an agreement to
combine their non-life insurance operations in India, Bharti AXA General
Insurance Company Limited ("Bharti AXA GI"), into ICICI Lombard General
Insurance Company Limited("ICICI Lombard"). The transaction will propel the
combined entity to #3 amongst non-life insurers in India, with a market share
of ca 8.7%(1). AXA and Bharti's ownership of Bharti AXA GI is 49% and 51%
respectively.

Under the terms of the agreement, AXA and Bharti will receive a total of 35.8
millionshares of ICICI Lombard on closing, which would represent Euro 521
million(2),(3) at current market value, and an implied HY 2020 P/BV(4) multiple
of more than 5 times. The transactionis expected to result in a one-time
positive Net Income impact of approximately Euro 0.2 billion(2),(3) in AXA
Group's FY 2021 consolidatedfinancial statements.

The transaction is subject to customary closing conditions, including
thereceipt of regulatory approvals, and is expected to close by 4Q 2021.

(1) In terms of gross direct premiums, for the year ending 31 March, 2020.
Source: Insurance Regulatory and Development Authority.
(2) Based on ICICI Lombard closing share price in the National Stock Exchange
(NSE) as at August 21, 2020.
(3) 1 Euro = 88.6524 INR as of August 20, 2020 (Source: Bloomberg).
(4) Price / IFRS Book Value of Bharti AXA GI in AXA Group's consolidated
financial statements.

About Bharti AXA GI
Bharti AXA GI is the 11th largest non-life insurance private sector player(5)
in India. The company hasca. 2 ,300 employees and has a pan-India presence
through 152 branches. It distributesa comprehensive suite of retail and
commercial non-life products through a multi-channel approach including motor
dealers, agencies, the Airtel network (Bharti's flagship company and one of the
world's largest telecom providers), bancassurance and digital. The Underlying
Earnings of Bharti AXA GI recorded in AXA Group's FY19 consolidated financial
statements was Euro 1 million.
Apart from Bharti AXA GI, AXA's presence in India also comprises of its 49%
ownership in Bharti AXA Life, a life insurance joint venture with Bharti.

About ICICI Lombard
ICICI Lombard is one of the largest private sector non-life insurer5 in India
based on gross direct premiumincome in f iscal 2020. The company offers its
customers a comprehensive and well-diversified range of products, including
motor, health, fire, personal accident, crop, marine, engineering and liability
insurance, throughmultiple distribution channels.

ABOUT THE AXA GROUP
The AXA Group is a worldwide leader in insurance and asset management, with
160,000 empl oyees serving 108 million clients in 57 countries. In 2019, IFRS
revenues amounted to Euro 103.5 billion and underlying earnings to Euro 6.5
billion. AXA had Euro 969 billion in assets under managemen t as of December
31, 2019.
The AXA ordinary share is listed on compartment A of Euronext Paris under the
ticker symbol CS (ISN FR 0000120628 - Bloomberg: CS FP - Reuters: AXAF.PA).
AXA's American Depository Share is also quoted on the OTC QX platform under the
ticker symbol AXAHY.
The AXA Group is included in the main international SRI indexes, such as Dow
Jones Sustainability Index (DJSI) and FTSE4GOOD.
It is a founding member of the UN Environment Programme's Finance Initiative
(UNEP FI) Principles for Sustainable Insurance and a signatory of the UN
Principles for Responsible Investment.
This press release and the regulated information made public by AXA pursuant to
article L. 451-1-2 of the French Monetary and Financial Code and articles 222-1
et seq. of the Autorité des marchés financiers' General Regulation are
available on the AXA Group website (axa.com).

THIS PRESS RELEASE IS AVAILABLE ON THE AXA GROUP WEBSITE axa.com

FOR MORE INFORMATION:
Investor Relations:           +33.1.40.75.48.42
Andrew Wallace-Barnett:       +33.1.40.75.46.85
François Boissin:             +33.1.40.75.39.82
Aayush Poddar:                +33.1.40.75.59.17
Mikaël Malaganne:             +33.1.40.75.73.07
Mathias Schvallinger:         +33.1.40.75.39.20
Shuqi Ye:                     +33.1.40.75.58.44

Individual Shareholder Relations:
                              +33.1.40.75.48.43

Media Relations:              +33.1.40.75.46.74
Julien Parot:                 +33.1.40.75.59.80
Farah El Mamoune:             +33.1.40.75.46.68
Jonathan Deslandes:           +33.1.40.75.97.24
Sarah Andersen:               +33.1.40.75.71.97

Corporate Responsibility strategy:
axa.com/en/about-us/strategy-commitments

SRI ratings:
axa.com/en/investor/sri-ratings-ethical-indexes

IMPORTANT LEGAL INFORMATION AND CAUTIONARY STATEMENTS CONCERNIN G
FORWARD-LOOKING STATEMENTS
Certain statements contained herein may be forward-looking statements
including, but not limited to, statements that are predictions of or indicate
future events , trends, plans, expectations or objectives. Undue reliance
should not be placed on such statements because, by their nature, they are
subject to known a nd unknown r isks a nd uncertainties and can be affected by
other factors that could cause AXA's actual results to differ materially from
those expressed or implied in such forward looking statements. Please refer to
Part 4 - "Risk Factors and Risk Management" of AXA's Universal Registration
Document for the year ended December 31, 2019 (the "2019 Univers a l
Registration Document") and "Operating Highlights - Risk Factors" on page 12 of
AXA's half-year financial report as of June 30, 2020 (the "Half-Year 2020
Financial Report"), for a description of certain important factors, risks and
uncertainties that may affect AXA's business and/or results of operations,
particularly in respect of the Covid-19 crisis. AXA undertakes no obligation to
publicly update or revise anyof these forward-looking statements, whether to
reflect new information, f uture e vents or circums tances or otherwise, except
as required by applicable laws and regulations.

In addition, this press release refers to certain non-GAAP financial measures,
or alternative performance measures ("APMs"), used by Management in analyzing
AXA's operating trends, financial performance and financial position and
providing investors with additional information that Management believes to be
useful and relevant regarding A X A's results. These non-GAAP financial
measures generally have no standardized meaning and therefore may not be
comparable to similarly labelled mea sures use d by othe r companies. As a
result, none of these non-GAAP financial measures should be considered in
isolation from, or as a substitute for, the Group's consolidated financial
statements and related notes prepared in accordance with IFRS.

(5) In terms of gross direct premiums, for the year ending 31 March, 2020.
Source: Insurance Regulatory and Development Authority.

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Transparency directive : regulatory news

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