1. Acquisition of AXA companies

On 7 February 2020, UNIQA Österreich Versicherungen AG agreed with AXA S.A. and its subsidiary Société Beaujon on the acquisition of shares in the AXA subsidiaries and branches in Poland, the Czech Republic and Slovakia.

The closing took place on 15 October 2020 through the transfer of the shares, by which control over the acquired companies was obtained. Prior to this, approval was obtained from the EU Commission and the supervisory authorities in the countries concerned.

Both life and non‑life insurance companies were acquired, as well as investment management companies, pension funds and service companies, each constituting a business operation within the meaning of  3. The acquisition of the companies implements UNIQA’s strategy of further growth in countries where UNIQA is already represented.

Acquired company

Company’s registered office

Business purpose

Acquired share

CGU

AXA Życie Towarzystwo Ubezpieczeń S.A.

Warsaw, Poland

Life insurance company

100%

Poland

AXA Ubezpieczenia Towarzystwo Ubezpieczeń i Reasekuracji S.A.

Warsaw, Poland

Property/casualty insurance company

100%

Poland

AXA Polska S.A.

Warsaw, Poland

Service company

100%

Poland

AXA Towarzystwo Funduszy Inwestycyjnych S.A.

Warsaw, Poland

Investment fund

100%

Poland

AXA Powszechne Towarzystwo Emerytalne S.A.

Warsaw, Poland

Pension fund

100%

Poland

AXA pojišťovna a.s.

Prague, Czech Republic

Property/casualty insurance company

100%

Czech Republic

AXA životní pojišťovna a.s.

Prague, Czech Republic

Life insurance company

100%

Czech Republic

AXA penzijní společnost a.s.

Brno, Czech Republic

Pension fund

99.98%

Czech Republic

AXA investiční společnost a.s.

Prague, Czech Republic

Investment management company

100%

Czech Republic

AXA Management Services s.r.o.

Prague, Czech Republic

Service company

100%

Czech Republic

AXA d.d.s., a.s.

Bratislava, Slovakia

Pension fund

100%

Czech Republic

AXA d.s.s., a.s.

Bratislava, Slovakia

Pension fund

100%

Czech Republic

AXA companies in Poland

UNIQA acquired 93.42 per cent of the issued share capital of the life insurance company AXA Życie Towarzystwo Ubezpieczen´ S.A. from Société Beaujon and 6.58 per cent from AXA S.A. AXA Życie Towarzystwo Ubezpieczen´ S.A. holds all shares in the service company AXA Polska S.A. and in the investment fund AXA Towarzystwo Funduszy Inwestycyjnych S.A.

AXA Ubezpieczenia Towarzystwo Ubezpieczen´ i Reasekuracji S.A. is a non-life insurance company with its registered office in Warsaw, in which UNIQA acquired 100 per cent of the issued share capital from Société Beaujon.

AXA Powszechne Towarzystwo Emerytalne S.A. is a pension fund in which UNIQA acquired 100 per cent of the issued share capital from Société Beaujon.

AXA companies in the Czech Republic

AXA pojišťovna a.s. is a non-life insurance company in which UNIQA acquired 100 per cent of the issued share capital from Société Beaujon.

AXA životní pojišťovna a.s. is a life insurance company in which UNIQA also acquired 100 per cent of the issued share capital from Société Beaujon.

In turn, this company holds all shares in the investment management company AXA investiční společnost a.s., in the service company AXA Management Services s.r.o. and in the two Slovakian pension funds AXA d.d.s., a.s. and AXA d.s.s., a.s.

Finally, 99.98 per cent of the issued share capital in AXA penzijní společnost a.s., a Czech pension fund, was acquired from Société Beaujon.

AXA companies in Slovakia

The two companies AXA d.d.s., a.s. and AXA d.s.s., a.s., held by the Czech AXA životní pojišťovna a.s. are pension funds with their registered offices in Slovakia.

The amounts recognised at for the identifiable assets acquired and the liabilities assumed are shown in the table below.

Assets and liabilities from business combinations at acquisition date

In € thousand

 

Property, plant and equipment

32,742

Intangible assets

353,176

Investments

1,309,405

Unit-linked and index-linked life insurance investments

879,536

Reinsurers’ share of technical provisions

180,086

Deferred tax assets

17,250

Receivables, including insurance receivables

117,148

Income tax receivables

2,112

Cash and cash equivalents

31,202

Total assets

2,922,657

Technical provisions

981,152

Technical provisions for unit-linked and index-linked life insurance

817,239

Other provisions

26,856

Deferred tax liabilities

36,118

Financial liabilities

30,739

Liabilities and other items classified as liabilities

232,147

Income tax liabilities

19,753

Total liabilities

2,144,004

Net identifiable assets acquired

778,653

Consideration transferred

In € thousand

 

Contractually agreed purchase price

1,002,000

Adjustments to the sale price

–3,670

Price paid1)

998,330

Acquired bank balances

–31,202

Consideration transferred less acquired bank balances

967,128

1)

The purchase price was paid in full by cash transfer.

Preliminary differential amount

In € thousand

 

Consideration transferred

998,330

Net identifiable assets acquired at

778,653

Preliminary differential amount

219,677

The calculations include the knowledge gained in the period between obtaining control on 15 October 2020 until the preparation of these consolidated financial statements. In particular in the area of technical provisions it is possible that subsequent adjustments may be made once a full insight into the parameters of the portfolios relevant to the calculation is available.

The goodwill resulting from the acquisition in the amount of €219,767 thousand reflects the value of synergies anticipated in connection with the acquisition (market positioning, potential addition of new customers, savings in administrative processes and infrastructures). The allocation of the difference is based on the acquired identifiable net asset values attributable to the respective CGUs and taking into account future synergies. Accordingly, €15.8 million of the difference is allocated to the CGU Poland and €203.9 million to the CGU Czech Republic.

Goodwill is deductible for income tax purposes.

The fair value of the receivables acquired amounts to €117,148t housand. At the time of acquisition, the gross contract value amounts to €182,182 thousand. The balance of value adjustments at the acquisition date thus amounts to €65,034 thousand.

To finance the acquisition, a senior bond in the amount of €600 million was issued at an issue price of 99.436 per cent of the nominal amount (see Chapter “Financial liabilities”) in July 2020.

The acquisition-related costs (mainly reported under ) amount to €12,083 thousand.

For the period between the date of acquisition and the reporting date, the acquisition contributed €211,881 thousand to the and €1,654 thousand to UNIQA’s profit/(loss) for the period.

Had the aforementioned acquisition already taken place on 1 January 2020, UNIQA would have reported written in the amount of €6,170,312 thousand. The profit/(loss) for the period would have amounted to €81,040 thousand and earnings per share €0.21.

IFRSs
International Financial Reporting Standards. Since 2002 the term IFRSs has applied to the overall concept of standards adopted by the International Accounting Standards Board. Standards already adopted beforehand continue to be referred to as International Accounting Standards (IASs).
Fair value
The fair value is the price that would be collected in an ordinary business transaction between market participants for the sale of an asset or that would be paid for transferring a liability.
Fair value
The fair value is the price that would be collected in an ordinary business transaction between market participants for the sale of an asset or that would be paid for transferring a liability.
Operating expenses
This item includes acquisition expenses, portfolio management expenses and the expenses for implementing reinsurance. The operating expenses remain for the company’s own account following deduction of the commissions and profit participation received from the reinsurance business ceded.
Premiums written
All premiums due during the financial year arising from insurance contracts under direct insurance business, regardless of whether these premiums relate (either wholly or partially) to a later financial year. This involves (net) premiums written when reduced by the amount ceded to reinsurance companies.
Premiums
Total premiums written. All premiums from contracts written in the financial year from business acquired by the company directly and as inward reinsurance.