Further to the announcement on 06 February 2025, Piraeus Financial Holdings S.A. informs the investment community that its subsidiary Piraeus Bank S.A. (“Piraeus”) has entered into a Share Purchase Agreement (hereinafter “SPA”) to acquire 90.01% stake in the parent company of Ethniki Insurance (the “Transaction”) from CVC Capital Partners Fund VII.

As per the signed SPA, the consideration for the Transaction is €600mn in cash, on a 100% basis.

The Transaction is expected to further diversify the revenue sources of Piraeus, enhancing value creation for shareholders, while it will complement our product range, covering the whole spectrum of banking, protection and investment solutions.

The Transaction is accretive for Piraeus in Earnings per Share (EPS) by circa 5% and Return over average Tangible Book Value (RoaTBV) by circa 1 percentage point and it elevates fee generation to international best-in-class levels, while retaining our competitive cost efficiency aspiration.

Based on the above, and including a 50% distribution payout out of 2025 results and onwards per annum, Piraeus’ proforma total capital position is estimated at circa 18.5% for 2025, anticipated to reach circa 19.5% by 2027 and circa 20% by 2028. This impact translates into a capital ratio with a comfortable Pillar 2 Guidance buffer of circa 250bps in 2025, evolving to above 300bps by 2027 and close to 400bps by 2028. Throughout the period, Piraeus’ CET1 ratio is expected to sustain a level of 13% and higher.

Piraeus intends to achieve a Financial Conglomerate (FICO) status and pursue the application of CRR article 49 (commonly referred to as Danish Compromise) in relation to the prudential treatment of its participation in the share capital of Ethniki Insurance, which, if attained, would expand further our CET1 ratio by circa 50bps.

Ethniki Insurance is a leading composite insurer in Greece, covering the whole spectrum of insurance products with a circa 14.5% market share (circa 17% in life / circa 11% in non-life) and more than €0.8bn Gross Written Premiums (“GWP”), as of 2024.

Ethniki Insurance has €4bn total assets and €0.4bn shareholders’ equity, as of 2023. Ethniki Insurance reported a profit before tax adjusted for non-recurring items of approximately €100mn in 2023 (latest public data).

Ethniki Insurance’s production network extends throughout Greece and consists of owned sales network offices and corporate network insurance agents, as well as collaborating insurance agencies and insurance brokers. The GWP generated by the aforementioned channels comprise the vast majority of the Ethniki Insurance total production, with the remaining coming from its bancassurance channel.

The Transaction is subject to the approvals of the competent regulatory bodies

Piraeus is being advised on the Transaction by UBS Europe SE as exclusive financial advisor, Milliman as actuarial advisor, and by Milbank LLP, as well as Moratis Passas Law Firm and Potamitis Vekris Lawfirm, as international, local legal and competition counsels, respectively.

Disclaimer

Forward looking statements

This release contains forward-looking statements, including, without limitation, statements regarding the potential benefits of the contemplated transaction, expected synergies and the anticipated capital impact. These forward-looking statements are based on the current expectations of Piraeus and are subject to various risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to, the granting of regulatory approvals, to unforeseen operational challenges or changes in market conditions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, without any obligation by Piraeus to update regarding any future developments. This announcement does not constitute an offer to buy or the solicitation of an offer to sell any securities.

AnaCap, a market-leading private equity investor specialising in partnering with founders and entrepreneurial management teams across services, technology and software within the European financial ecosystem, today announces that it has closed the acquisition of a majority stake in Edge Group (“Edge”).

This acquisition marks one of the initial platform investments for AnaCap’s latest flagship fund. Additionally, it is the second platform acquisition for AnaCap in Italy, following the investment in Yard Reaas in April 2024.

Founded in 2014 and headquartered in Milan, Edge serves a large and diversified customer base of policyholders, distributing commercial insurance lines such as liability, multi-risk polices, accidents and health. Edge’s extensive breadth of offering and quality of services positions the business as a recognised name within the Italian insurance brokerage industry with its fully integrated approach. Edge provides broker, risk management, managing general agency (“MGA”) and welfare solutions to a number of corporate clients in Italy, including both SMEs and large corporations.

Edge’s mission statement is to deliver the best products and services possible at every stage of the client growth journey for commercial insurance activity. Edge offers tailored solutions that meet the continually evolving needs of its client base and seeks to deliver thoughtful and balanced outcomes.

AnaCap will partner with Edge’s Founder and CEO, Manfredo Sciarretta, to execute on his vision to build the leading broking consolidation platform in Italy. The existing management team will continue to lead the platform’s operations and growth under the new AnaCap ownership, driven by its capital investment, sector expertise and operational support to further accelerate its organic and inorganic growth strategies.

The partnership will also strengthen Edge’s ability to accelerate its inorganic growth strategy across the Italian fragmented insurance brokerage market. Since 2019, Edge has successfully executed this strategy, executing and integrating 12 acquisitions. In the next phase of growth, Edge plans to enhance its in-house capabilities across specific insurance lines, attracting entrepreneurial brokers with unique skills and sector specialties.

AnaCap’s investment in Edge will be closed alongside the acquisition by Edge of several other brokers. These investments will increase the Group’s gross written premiums to over €100 million, positioning it among the top 10 commercial insurance brokerage group in Italy. This growth is further supported by a robust bolt-on pipeline with several advanced-stage opportunities driving additional growth potential and enhanced product offerings and services to clients.

Alberto Sainaghi, Managing Director at AnaCap, commented:
“We are excited to work with Manfredo and the Edge team to drive operational excellence as well as further developing their specialised inorganic growth strategy in the fragmented Italian brokerage market. We look forward to building upon Edge’s impressive achievements in recent years and their strong market reputation. The dedication to building an entrepreneurial culture with first-class industry skills positions Edge as the natural Italian born broking consolidation platform.”

Nassim Cherchali, Managing Partner at AnaCap, added:
“We are delighted to announce this investment into Edge in what is one of the first investments in our latest flagship fund. The insurance market is one that AnaCap know well further supported by a strong track record of investment activity in Italy more broadly in recent years. Today, there are a number of market tailwinds benefitting brokers in Italy and Edge has an extremely attractive positioning in the market with exposure to the fastest growing business lines while also serving a strong corporate client base.”

Manfredo Sciarretta, Founder and Chief Executive Officer at Edge, concluded:
“By joining forces with AnaCap, we have the perfect financial and strategic partner to further accelerate the inorganic growth trajectory that Edge began in 2019. They seek to partner with entrepreneurs who bring both competence and excellence to a project and are an integral part of the growth journey together. Their in-depth sector knowledge, operational support and capital availability makes them a leading figure in the private equity market across the financial and insurance sectors. We are very proud that AnaCap has chosen Edge as the platform to attract customers, entrepreneurs and talent.”

AnaCap were advised by Orrick as legal counsel for this transaction.

• Resolution Life announces the acquisition of 100% of its shares by Nippon Life at a valuation of $10.6 billion
• The transaction will accelerate growth for both Resolution Life and Nippon Life in the highly active, multi-trillion-dollar global life and annuity consolidation sector
• Resolution Life, which comprises Resolution Re, Resolution Life US and Resolution Life Australasia will retain the Resolution brand
• Resolution Life Australasia and Nippon Life’s Australian company, MLC, will be merged to form Acenda
• Blackstone will continue to be Resolution Life’s investment manager across private credit and other key areas

Resolution Life, a global life insurance group focusing on the acquisition and ongoing management of portfolios of life insurance policies, today announces that Nippon Life Insurance Company (“Nippon Life”) has agreed to acquire 100% of the company.

Nippon Life will consolidate its ownership interest by paying $8.2 billion to acquire the remaining shares from Resolution Life’s investment limited partnership, valuing Resolution Life at $10.6 billion, with shareholders also retaining final dividends before completion.

Following the acquisition, Resolution Life’s institutional business in the US, the UK, Bermuda and Singapore will become a subsidiary of Nippon Life, creating a new division that complements Nippon Life’s Japanese life business as well as its international asset management and retail businesses. Resolution Life will continue to be led by Clive Cowdery as Chairman and CEO and Resolution Life Group Holdings Ltd will remain the primary regulated entity.

Resolution Life’s Australasian business will be combined with Nippon Life’s Australian company, MLC, to form Acenda, a new primary life insurer open to new business, which will be run as a joint venture between Nippon Life and Resolution Life.
The transaction completes a partnership that began in 2019 when Nippon Life first invested in Resolution Life. Since then, it has remained the company’s largest investor and supported the growth of Resolution Life into a company with over $85bn of reserves and over 4m policies.

For Resolution Life, this transaction enables the company to secure its position as a leader in the multi-trillion-dollar global life and annuity consolidation sector. Having a single well-capitalised parent will enable Resolution Life to accelerate its growth and continue to serve the needs of policyholders and the broader life insurance industry.

For Nippon Life, this transaction is a further step towards achieving their stated medium-term plan to grow their international business and deliver long-term growth and stable dividends from overseas markets. It will enhance Nippon Life’s product offering as well as expanding the application of asset management, liability management and digital skills by leveraging Resolution Life’s existing capabilities, including a highly experienced global team.

Resolution Life will continue its mission of being a global custodian to the life insurance and annuity industry by providing capital for growth, removing stranded costs and mitigating long-term risks so that the industry can continue to respond to the needs of policyholders.

Resolution Life is regulated by the Bermuda Monetary Authority with a strong group capital position, high solvency ratios and investment grade ratings.

Blackstone will continue its relationship with Resolution Life as the company’s investment manager for directly originated assets across the private credit, real estate and asset-based-finance markets – reflecting the significant value Blackstone’s origination platform has provided to the business and its policyholders. Resolution Life will also continue as Blackstone’s strategic partner in the life and annuity consolidation sector globally.

Hiroshi Shimizu, President of Nippon Life, said,

“As a mutual company owned by our policyholders, Nippon Life has always had a culture which puts customers at the heart of everything we do. We believe the acquisition of Resolution Life and the formation of Acenda demonstrates our commitment to working with exceptional businesses and teams to deliver innovative products and services. We are aligned with Resolution Life and our investment management partner Blackstone in continuing to deliver on the trust policyholders have placed in us to protect them and their families when they need us.”

Sir Clive Cowdery, Founder and Executive Chairman of Resolution Life, said,

“For 22 years, Resolution Life and prior Resolution companies have raised our capital from institutional investors and the public markets. I am delighted that we are now going forward under the single ownership and capital support of Nippon Life, an institution I admire and respect. There is a strong foundation of shared values, clarity of vision and breadth of capabilities across our organisations. Combining Resolution Life’s strengths, the investment management expertise of our partners at Blackstone and a well-funded parent gives us the opportunity to accelerate our growth and serve the needs of policyholders into the decades ahead.”

Gilles Dellaert, Global Head of Blackstone Credit and Insurance (BXCI), said,

“We are very pleased with this outcome for Resolution Life’s policyholders and investors. Clive Cowdery has built a tremendous insurance platform, and we believe that this expanded partnership with the world-class team at Nippon Life will help drive its accelerated global growth. We look forward to continuing to deliver the benefits of Blackstone’s leading private credit and asset origination capabilities to Resolution Life and its policyholders in this next chapter with Nippon Life.”

The transaction is subject to regulatory approvals and anticipated to be completed in H2 2025. The person responsible for arranging the release of this announcement on behalf of the company is Claire Singleton, General Counsel.

About Nippon Life
Founded in 1889, Nippon Life is the core company of the Nippon Life group, which consists of multiple group companies operating life insurance and asset management businesses in the Asia-Pacific region and globally and is the largest private asset owner in Japan. With over 70,000 employees, Nippon Life has 15 million customers and over ¥87,000 Billion in total assets.

For more information on Nippon Life, visit www.nissay.co.jp/global.

About Blackstone
Blackstone is the world’s largest alternative asset manager. We seek to deliver compelling returns for institutional and individual investors by strengthening the companies in which we invest. Our more than $1.1 trillion in assets under management include global investment strategies focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets, secondaries and hedge funds. Further information is available at www.blackstone.com. Follow @blackstone on LinkedIn, X (Twitter), and Instagram.

About Resolution Life
Resolution Life is a global life insurance group focusing on the acquisition and management of portfolios of life insurance policies. Since 2003 to date, prior Resolution entities together with Resolution Life have deployed approximately $19 billion of equity in the acquisition, reinsurance, consolidation and management of life insurance companies. Together, these companies have served the needs of over 13 million policyholders while managing approximately $385 billion of assets. Resolution Life today has operations in Bermuda, the U.K., the U.S., Australia, New Zealand and Singapore assisting the restructuring of the primary life insurance industry globally. Resolution Life provides a safe and reliable partner for insurers by:
Primarily focusing on existing customers, with selective new business growth in strategic marketsDelivering policyholder benefits in a secure, well capitalised environmentReturning capital to our institutional investors in the form of a steady dividend yieldwww.resolutionlife.com

About Resolution Life Australasia
Resolution Life Australasia has c.A$29 billion in AUM and is committed to servicing its existing one million customers across Australia and New Zealand by providing them with competitive premiums, quality investment management, great customer service and efficient claims management. Resolution Life Australasia’s growth is predominantly through the acquisition of in-force portfolios of life insurance policies as well as remaining open to growing new business in select strategic markets. As part of the transaction announced today Resolution Life Australasia will be combined with Nippon Life’s Australian business, MLC, to form a new primary life insurer open to new business.
For more information on the transaction please click here Resolution Life AustralasiaFor more information on Resolution Life Australia, visit www.resolutionlife.com.au

Advisors
Resolution Life is represented by Goldman Sachs & Co. LLC as financial advisor and Debevoise & Plimpton LLP, Herbert Smith Freehills LLP and Kirkland & Ellis LLP as legal counsel in connection with this transaction.

Nippon Life is represented by J.P. Morgan and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. as financial advisors and Nishimura & Asahi, Mayer Brown LLP, ASW Law Limited and Ashurst LLP as legal counsel in connection with this transaction.

Media Enquiries:
Temple Bar Advisory (US / UK / RoW)
Alex Child-Villiers / Sam Livingstone / Alistair de Kare-Silver / Juliette Packard
+44 (0)20 7183 1190 / resolution@templebaradvisory.com

SEC Newgate (Australasia)
Erica Borgelt
Tel: +61 (0) 413 732 951 / erica.borgelt@secnewgate.com.au

This announcement may include statements that are, or may be deemed to be, forward-looking statements. The words “expect”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “aim”, “forecast”, “project”, “indicate”, “should”, “may”, “will” and similar expressions may identify forward-looking statements. Any statements in this presentation regarding the Company’s current intentions, beliefs or expectations concerning, among other things, the Company’s operating performance, financial condition, market position, liquidity, prospects, growth, strategies, general economic conditions and the industry in which the Company operates, are forward-looking statements and are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and that may cause the actual results, performance or achievements of the Company to differ significantly, positively or negatively, from those expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company’s ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance or the achievement or reasonableness of any forward-looking statements. As a result, recipients of this presentation should not rely on forward-looking statements due to the inherent uncertainty therein and which speak only as of the date of this presentation. The Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this presentation that may occur due to any change in its expectations or to reflect events or circumstances after the date of this presentation. No statement in this presentation is intended to be, nor should be construed as, a profit forecast or a profit estimate and no statement in this presentation should be interpreted to mean that earnings of the Company for the current or any future financial periods would necessarily match, exceed or be lower than any historical earnings published by the Company.

CHICAGO — Antares Capital (“Antares”), a leading alternative credit manager with approximately $73 billion in capital under management and administration, today announced its role as a lead investor in Sconset Re Reinsurance Company (“Sconset Re”), a newly formed independent reinsurance company that will re-insure certain Allianz assets.

Beyond this initial transaction, Sconset Re will support future reinsurance opportunities for Allianz, enabling it to continue to reinvest in product innovation and growth.

As a direct lending asset manager for Sconset Re, Antares will manage a portion of the company’s assets through its direct lending strategy, which focuses on extending senior secured loans to leading, sponsor-backed middle market U.S. companies. Sconset Re will be capitalized through equity investments from high quality institutional partners, including Voya Financial and Antares.

“Antares is proud to serve as a trusted partner to insurance companies, providing a depth of expertise in capital efficient investment solutions and as a source of strategic capital,” said Ben Concessi, Head of Strategy and Corporate Development for Antares and Sconset RE Board member. “This transaction marks an important milestone for Antares, serving as a replicable example of our approach to supportive, long-term partnerships with insurance companies.”

Debevoise & Plimpton LLP served as legal counsel for Antares. Deutsche Bank acted as the sole Financial Advisor to Allianz on the transaction, and also acted as the sole Arranger of a debt financing facility to Sconset Re Ltd.

About Antares Capital
Founded in 1996, Antares has been a leader in private credit for nearly three decades. Today with approximately $73 billion of capital under management and administration as of September 30, 2024, Antares is an experienced and cycle-tested alternative credit manager. With one of the most seasoned teams in the industry, Antares is focused on delivering attractive risk-adjusted returns for investors and creating long term value for all of its partners. The firm maintains offices in Atlanta, Chicago, Los Angeles, New York, Toronto and London.

Visit Antares at www.antares.com or follow the company on LinkedIn at https://www.linkedin.com/company/antares-capital-lp.

Antares Capital is a subsidiary of Antares Holdings LP, (collectively, “Antares”). Antares Capital London Limited is an appointed representative of Langham Hall Fund Management LLP, an entity which is authorized and regulated by the Financial Conduct Authority of the UK.

Contacts
Allison Perkins
475-266-8039
allison.perkins@antares.com