NKSJ Holdings Broadens International Footprint with Acquisition of Lloyd's Insurer, Canopius Group

  NKSJ Holdings Broadens International Footprint with Acquisition of Lloyd's
                           Insurer, Canopius Group

  PR Newswire

  TOKYO and LONDON, December 18, 2013

TOKYO and LONDON, December 18, 2013 /PRNewswire/ --

Transaction increases NKSJ's specialty insurance offering and broadens its
international footprint whilst bringing Canopius into one of the top three
Japanese insurers

NKSJ Holdings ("NKSJ") (Tokyo Stock Exchange: 8630), a top three Japanese
insurer, announced today that it had signed an agreement, through its
insurance subsidiary Sompo Japan Insurance Inc. ("Sompo Japan"), to purchase
100 per cent of the shares of Canopius Group Limited ("Canopius"), a leading
specialist (re)insurer predominantly operating in the Lloyd's market.

The agreement was signed with funds managed by private equity firm Bregal
Capital LLC ("Bregal"), Canopius's majority shareholder and with minority
shareholders, comprising Canopius's senior management team. Under this
agreement, Sompo Japan will pay £594m, which represents a 1.5x multiple based
on Canopius's unaudited tangible net asset value ("TNAV") at 30 June 2013.
This price will be adjusted to reflect Canopius's audited TNAV at 31 December
2013. The acquisition will be sourced from existing funds. Subject to
regulatory approval, the transaction is expected to close in the second
quarter of 2014.

Canopius will form the foundation of NKSJ Group's specialty insurance business
and will increase the profile of NKSJ Group's international business. On
completion, Canopius will be managed as a separate specialty insurer as part
of NKSJ's core group insurer, Sompo Japan. Canopius will retain its
established and globally respected brand, and the incumbent management team
will remain in place, fully supported by NKSJ Group, to continue its growth
strategy. Canopius brings a significant presence in the specialty insurance
market to the NKSJ Group, and with little overlap in business areas and
geographies between the two companies, the relationship will be mutually

Kengo Sakurada, President and Representative Director of NKSJ Holdings, Inc .,
 said: "We are delighted to be welcoming Canopius into the NKSJ family of
companies. As one of the top 10 insurers in the Lloyd's insurance market,
Canopius's significant underwriting capabilities and track record in executing
strategic mergers has helped achieve rapid growth in the last five years. This
acquisition, one of the largest we have undertaken, forms part of our long
term strategy to grow our overseas insurance business. Under the leadership of
Chairman and CEO, Michael Watson, Canopius brings a highly experienced and
talented management team to the NKSJ Group, and we look forward to working
with them."

Michael Watson, Chairman  and CEO  of Canopius ,  said: "We have a
long-standing business relationship with the NKSJ Group and are very proud to
become the specialty insurance platform of the one of the largest insurance
groups in Japan. Canopius will continue to pursue its existing strategy of
profitable growth. We will benefit from access to the Group's financial
strength and will seek to expand our presence in mature specialty markets
including the US and extending our reach in emerging markets, especially Asia
and South America. Our businesses are highly complementary and we look forward
to working with our new colleagues."

Macquarie Capital is acting as financial advisor to NKSJ Holdings and
Freshfields Bruckhaus Deringer LLP is acting as legal counsel. GC Securities
is acting as financial advisor to Bregal Capital Partners, LLC, and Clyde & Co
LLP is its legal counsel.

About NKSJ Holdings

NKSJ Holdings, listed on the Tokyo Stock Exchange, No. 8630, is one of the
three mega property and casualty insurers in Japan with a net premium written
market share in Japan of 28%. NKSJ Holdings consists of property and casualty
insurance companies, Sompo Japan, Nipponkoa, Saison Automobile & Fire, life
insurance companies NKSJ Himawari Life and Sompo Japan DIY Life, and other
businesses including asset management company, Sompo Japan Nipponkoa Asset

The company was formed in April 2010 when Sompo Japan and Nipponkoa Insurance
created a joint holding company to integrate their two businesses. The
integration is scheduled to be completed in 2014. As of March 31, 2013, NKSJ
Group had total assets of $90.0 billion, ordinary income of $27.9 billion,
profit after tax of $428 million and a solvency margin ratio of 688.3%, and as
of December 13, 2013, the Group had a market capitalization of $11.3 billion.
For further information, please see: http://www.nksj-hd.com/en .

About Bregal Capital

UK-based Bregal Capital is a private equity firm with fund commitments since
inception of more than €3 billion. Bregal Capital is currently investing from
The Bregal Fund III L.P., a €1 billion fund, targeting middle market
investments in buy out and development capital. Bregal Capital focuses on
equity investments between €30 million and €150 million in companies which
typically have an enterprise value in excess of €75 million. Bregal Capital is
part of Bregal Investments. For further information, please see:

About Canopius

Incorporated in Guernsey, Canopius Group Limited is an international
(re)insurance group with operations in the UK, Ireland, Switzerland, Bermuda,
US, Singapore and Australia. It is currently majority owned by funds managed
by Bregal Capital LLP. Canopius management owns a 5% share. The Canopius Group
comprises three strategic business units writing the following (re)insurance
lines of business:

  *Global Property
  *Global Specialty
  *UK Retail

For further information, please see: http://www.canopius.com/ 

About Lloyd's

Located in London, Lloyd's is unique among markets dealing in underwriting of
insurance in that it boasts 325 years of history. It gathers capital from
individuals and corporations that are known as members and these form
syndicates to engage in underwriting insurance risks. The management and
control of these syndicates is conducted by companies known as managing
agents. At present, there are 87 syndicates that underwrite specialist
insurance and reinsurance risks through a network of specially authorized
Lloyd's brokers. Lloyd's is rated A+ by rating agency S&P, A by AM Best, and
A+ by Fitch Ratings. The Lloyd's Insurance market handles premiums of about
£25.5 billion from approximately 200 countries across the world.

The strategy for the development of the Lloyd's market - Vision 2025 -
positions Lloyd's to take advantage of the opportunities presented by the
world's developing economies, ensuring that Lloyd's remains the global centre
for specialist insurance and reinsurance. For further information, please
see: http://www.lloyds.com

NOTE: Currency exchange rates used in this press release are: 1GBP = 167 JPY,
and 1USD = 102JPY.

For media inquiries, please contact:

NKSJ Holdings:

Japan:Ichiro Okada, IOkada1@sompo-japan.co.jp

UK:Ben Lock,Edelman, +44(0)20-3047-2677

Nicole Meadows, Edelman, +44(0)20-3047-2307

Canopius Group Ltd:  

Michael Watson, Canopius Group, +44-20-7337-3700

David Haggie, Haggie Partners, +44(0)20-7562-4444
Press spacebar to pause and continue. Press esc to stop.