http://pwc.to/YE2Uqa Sharing Deal Insight fournit des perspectives sur les dernières tendances et les futurs développements dans les services financiers. PwC a analysé les données fournies par mergermarket, Reuters et Dealogic de transactions annoncées et celles en attente de clôture au cours de l’année 2012. Les transactions analysées portent sur une part d’acquisition supérieure à 30% - ou sur une part importante donnant le contrôle effectif à l’acquéreur.

1. www.pwc.com/financialservices
Sharing deal insight
European Financial
Services M&A news
and views
This report provides
perspectives on the
recent trends and future
developments in the
European, Middle Eastern
and African (EMEA)
Financial Services M&A
market and insights into
emerging investment
opportunities.
March 2013

2. Contents
03 Welcome
04 Data analysis
12 Sub-Saharan Africa
13 sset management in the Gulf:
A
Successfully entering a large and attractive market
14 Capitalising on the mutual shake-up
16 reek banks:
G
Weighing up the investment potential
18 Looking again at Belgium and the Netherlands
19 Loan portfolio transactions
20 Methodology
21 bout PwC
A
MA advisory services in the financial services sector
22 Contacts
€51 billion
Value of European FS MA transactions
in 2012
€20 billion
Value of government-led MA transactions
in banking in 2012
2 PwC Sharing deal insight

3. Welcome
to the first edition of ‘Sharing deal
insight’ for 2013.
Sharing deal insight provides perspectives on the latest trends and future developments in the European,
Middle Eastern and African (EMEA) financial services MA market including analysis of recent
transactions and insights into emerging investment opportunities.
a strong focus on the Middle East and With the Greek economy set on a path
Nick Page Africa, especially among banking and of reform and restructuring, getting the
PwC (UK) capital markets CEOs. timing right on an investment in Greece’s
nick.r.page@uk.pwc.com banking sector could provide a valuable
In the remainder of this edition we focus business opportunity and macro-
on some of the pockets of opportunity economic play. The country’s difficulties
that are attracting investor interest from are likely to be reflected in the pricing
around the world. Sub-Saharan Africa of the businesses and assets, but with
is high on the list of markets targeted substantial potential for upside tied to
Fredrik Johansson
PwC (UK) for growth. Nigeria in particular offers the fortunes of the economy (see ‘Greek
fredrik.johansson@uk.pwc.com scope for significant deal activity, fuelled banks: Weighing up the investment
by further restructuring in its banking potential’).
sector. Clearly, deal-making in Nigeria
– and elsewhere in the region – is not The restructured FS landscape within
without its challenges. Even so, most Belgium and the Netherlands is also
hurdles can be overcome with a mixture creating openings. Prices are attractive
As our analysis of deal activity over of sensitivity and patience (see ‘Sub- and divestments are an opportunity
the past year highlights, the value of Saharan Africa’). for acquirers to gain a foothold in two
European FS MA rose by 35% to reach relatively affluent Northern European
€51 billion in 2012. But strip away the Another market on the growth radar is markets (see ‘Looking again at Belgium
government-led transactions and the asset management in the oil-rich Gulf and the Netherlands’).
picture is more mixed, with the value of Co-operation Council countries, though
private sector-led deals actually showing many foreign firms have struggled to Further potential comes from non-core
a small decrease (see ‘Data analysis’). make an impact. A targeted approach loan portfolios, the value of which we
built around the market’s changing and estimate to be more than €2.5 trillion,
Deal activity will continue to be spurred nuanced product demand and the need equivalent to 6% of total banking assets
by the need to streamline structures and for close relationships on the ground in the EU.2 Loan portfolio transactions
finances, the search for greater financial could prove more successful (see ‘Asset are becoming an increasingly important
stability, the role of scale in response to management in the Gulf: Successfully strategic tool, both for buyers and sellers
margin pressures and the desire to take entering a large and attractive market’). (see ‘Loan portfolio transactions’).
advantage of faster growing markets.
The prospects for 2013 look set to be The continuing consolidation and We hope that you find the varied articles
bolstered by a more positive business realignment of the French mutual health in this edition of Sharing deal insight
environment. PwC’s latest global CEO insurance sector is creating opportunities interesting. Please do not hesitate to
survey revealed a significant easing for new strategic alliances and ways to contact either of us or any of the article
of sovereign debt concerns among broaden customer reach. This includes authors if you have any comments or
banking and other FS CEOs.1 The more openings for both conventional insurers questions, or would like to discuss the
confident outlook is reflected in the fact and non-profit-making organisations issues in more detail.
that Western Europe heads the list of (see ‘Capitalising on the mutual
regions where FS CEOs are planning to shake-up’). 1 PwC 16th Annual Global CEO Survey
make an acquisition or set up some form 2 Based on internal PwC analysis
of a strategic partnership. There is also
PwC Sharing deal insight 3

4. Data analysis
Total deal values increased in 2012 at last, but the increase was driven by some large government-led deals.
After a quiet 2011, when the eurozone • exia: Already bailed out twice since
D
debt crisis had a cooling effect on MA, 2008, Dexia agreed to issue €5.5bn
the total value of announced European of voting preference shares to the
financial services deals grew in 2012.3 governments of Belgium and France,
The headline annual total value of effectively giving them total control
€51.0bn, a 35% improvement on 2011’s over the group.
figure of €37.9bn, suggests that deal
activity in Europe has finally begun • anco de Valencia: The Spanish
B
to grow again. If so, this would mark government’s bank restructuring
the end of a ten-year cycle in financial agency FROB agreed to take total
services transactions (see Figure 1). control of Banco de Valencia via
a €4.5bn share placement. FROB
Unfortunately, the full story is not as simultaneously agreed to sell on Banco
simple as that. Five large government- de Valencia to CaixaBank for a nominal
led transactions announced during 2012 consideration of €1.
account for the annual increase in total
deal values. With these excluded, the • yprus Popular Bank: The
C
total value of private sector transactions government of Cyprus acquired a
in 2012 would have been €30.9bn. This majority stake in Cyprus Popular
is the lowest level in our ten-year dataset, Bank for €1.8bn, enabling the bank
7% below the comparative figure of to meet a capital shortfall. The rescue
€33.3bn recorded in 2011 and only 15% contributed to Cyprus’s decision to
of the cycle’s high point in 2007. seek an international bailout.
One of 2012’s five large public sector • ruppo Sace Simest: Cassa
G
transactions, the Spanish government’s Depositi e Prestiti, the Italian state-
€4.5bn rescue of Bankia, was announced owned public sector bank, acquired
during the first half of the year and credit insurer Gruppo Sace and 76%
reviewed in the previous edition of of venture capital provider Simest for
3 eal data is sourced from mergermarket, Reuters
D Sharing deal insight.4 The government- €3.8bn, creating a single public finance
and Dealogic, unless otherwise specified. For led deals announced during the second and investment body.
details of our analysis methodology, please refer to
the information on page 30 half of 2012 involved:
4 ‘ haring deal insights – European Financial
S
Services MA news and views’, PwC, 15.10.12
4 PwC Sharing deal insight

5. Figure 1: European FS MA total deal value (€bn), 2003–2012 The year also saw several
large private sector
250 transactions
Turning to private sector activity, 2012
generated a number of large transactions
200
with a range of strategic drivers. Several
of these involved cross-border bids.
150 This underlines the way that bank
restructuring, typically discussed in
terms of the sellers’ needs, continues
100 to provide stronger institutions with an
opportunity to diversify, build scale or
50
increase their exposure to growth.
Four of these deals were announced
0 during the first half of the year and
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 reviewed in the last edition of Sharing
deal insight. These were: Royal Bank of
Source: PwC analysis of mergermarket, Reuters and Dealogic data n Deals ex. Govt n Govt deals Scotland’s €5.8bn sale of RBS Aviation
Capital to Sumitomo Mitsui; Sberbank’s
€2.8bn acquisition of Denizbank of
Figure 2: European FS MA total deal value (€bn) by subsector, 2003–2012 Turkey from Dexia; London Metal
Exchange’s €1.7bn acquisition by
160 Hong Kong Exchanges Clearing;
140
and CaixaBank’s €977m merger with
domestic rival Banca Civica.
120
The year’s final two announced deals
100 valued near to or above the €1bn mark
(see Figure 3 overleaf) were:
80
• eneral Motors Financial’s acquisition
G
60
of Ally Financial’s European and
40 Latin American automotive finance
operations for €3.3bn. Ally, majority-
20 owned by the US government after
0
receiving a bailout during the financial
Banking Insurance Asset mgmt Other crisis, began its life as GMAC, GM’s
former financing business.
n 2003 n 2004 n 2005 n 2006 n 2007 n 2008 n 2009 n 2010 n 2011 n 2012
Source: PwC analysis of mergermarket, Reuters and Dealogic data • loyds Banking Group’s anticipated
L
sale of 632 branches to UK rival
The Co-Operative Group for a
consideration of up to €956m. The
With the exception of the Sace/Simest The four deals also accounted for the planned sale is a condition of the
deal, all of these transactions were annual jump in total banking deal values European Commission’s approval
major banking rescues. This powerful (see Figure 2). Of the total of €29.9bn for LBG’s 2009 bailout. The deal is
reminder of the persistent weaknesses in of banking deals with disclosed values currently expected to include nearly 5
many corners of the European banking announced in 2012, government-led million customer relationships, a fully
industry was reinforced after the year transactions accounted for no less than matched balance sheet and the TSB
end, with the €3.7bn nationalisation of €20.1bn. and Cheltenham Gloucester brands.
Dutch mortgage lender SNS REAAL.5
5 ‘Netherlands nationalises SNS Reaal’, Financial
Times, 01.02.13
PwC Sharing deal insight 5

6. Figure 3: European FS MA by deal value (€bn), Q1 2011–Q4 2012
1. 1.3bn Bank of Moscow (34%) – VTB Bank OAO
€ 1. €4bn Dexia Bank 1. €3.9 Simest S.p.a. 1. 5.5bn Dexia
€
2. 1.1bn Bank of Ireland (37%) – Group of investors
€ 2. €2.5bn Skandia Insurance 2. €1.8bn Cyprus Popular Bank SA
led by Fairfax Financial Holdings 3. €1.8bn Bank Sarasin 3. €1.0 Lloyds Bank 632 branches 2. 4.5bn Banco
€
de Valencia SA
4. €1.3bn Banco Pastor
3. €3.3bn Ally
20 Financial Inc.
1. 2.6bn Bank of Moscow OAO (46%)
€
– VTB Bank OAO
18 2. 1.8bn Caja de Ahorros y Pensiones
€
de Barcelona La Caixa (Banking
16 operations) – Criteria CaixaCorp SA 1. €5.8bn RBS
1. €4.5 Bankia
Aviation 2. €2.8bn Denizbank
3. 1.1bn Vidacaixa-Adeslas Seguros
€
14 Generales (50% Stake) – Mutua 2. €1bn Banca
3. €1.7bn LME Holdings
Madrilena Automovilista SL Civica
12
10
1. 1.1bn RAC plc –
€
TheCarlyle Group, LLC
8
6
4
2
0
Q1 11 Q2 11 Q3 11 Q4 11 Q1 12 Q2 12 Q3 12 Q4 12
€9.8bn €6.7bn €5.0bn €16.3bn €9.5bn €12.7bn €10.5bn €18.3bn
Source: PwC analysis of mergermarket, Reuters and Dealogic data
Consolidation reshaped the • The Russian banking sector continued
to generate deals. Most notable were
banking sector in several
Ferrosplav Invest’s purchase of a 42%
European markets stake in Khanty-Mansiisky Bank for
Looking further down 2012’s list of €319m, and the €272m acquisition
deals, domestic banking consolidation of Rossiyskiy Kredit Bank by a group
emerges clearly as one of the year’s of private investors. Many small and
major strategic themes: privately owned banks also changed
hands, although the terms of these
• In Greece, market leader National
deals were typically not made public.
Bank of Greece agreed to acquire
second-placed Eurobank for €647m, The year also saw a wave of
while Alpha Bank acquired Emporiki consolidation among European
from Credit Agricole for a nominal savings’ banks and mutual lenders.
sum. Piraeus Bank was also busy, The most eye-catching deal was
acquiring ATE Bank for €95m and Sparkassenverband Bayern’s €818m
Geniki Bank from Societe Generale. acquisition of local building society
Bayerische Landesbausparkasse. Also
• part from CaixaBank’s planned
A
in Germany, Volksbank Krefeld merged
acquisitions of Banco de Valencia and
with Volksbank Brueggen Nettetal
Banca Civica, Spain saw Sabadell
(€ undisclosed).
acquire Banco Mare Nostrum’s 462
branches in Catalonia and Aragon for
€350m, and BBVA acquire Unnim from
the FROB for a token €1.
6 PwC Sharing deal insight

7. 46%
In Italy, Banca Popolare dell’Etruria
acquired a further 46% stake in
Banca Popolare Lecchese.
Figure 4: European FS MA by subsector: LHS - total deal value (€bn) 09–12. RHS – total deal volumes, 10–12
60 600
50 500
40 400
30 300
20 200
10 100
0 0
Banking Insurance Asset mgmt Other Banking Insurance Asset mgmt Other
n 2009 n 2010 n 2011 n 2012 n 2010 n 2011 n 2012
Source: PwC analysis of mergermarket, Reuters and Dealogic data Source: PwC analysis of mergermarket, Reuters and Dealogic data
Mutual mergers also took place in sellers included ING, which sold its UK In addition to Sberbank’s €2.8bn bid
Denmark, where Den Jyske Sparekasse direct banking business to Barclays, and for Denizbank, Eurobank Tekfen was
acquired two of its counterparts; in Credit Agricole, which not only sold sold by Greek Eurobank Ergasias to
Spain, where several mergers between Greek subsidiary Emporiki, but also its Burgan Bank of Kuwait for €271m, and
local Cajas took place; and in Italy, Cheuvreux securities’ business. SamrukKaznaya of Kazakhstan acquired
where Banca Popolare dell’Etruria a 34% stake in Sekerbank (€130m).
acquired a further 46% stake in Banca Of course, one bank’s forced disposal is Standard Chartered acquired Credit
Popolare Lecchese. In the UK, building another’s growth opportunity. Mutual Agricole’s investment banking subsidiary
society mergers were announced giant Rabobank showed a clear appetite Credit Agricole Yatirim Bankasi for an
between the Nottingham and the for countercyclical expansion during the undisclosed sum.
Shepshed, and between the Scottish and year. In the Netherlands, Rabo merged
the Century. Although mergers between with regional lender Friesland bank, Insurance and asset
mutual lenders are often driven by the bought out Delta Lloyd’s 51% share
in Friesland’s life insurance unit and
management saw few large
need to strengthen balance sheets, they
also reflect a view that larger mutual acquired a 30% stake in mortgage lender deals, but plenty of activity
Obvion, all for undisclosed sums. Rabo In an apparent contrast to the
institutions should be better placed to
also acquired the last 40% of its Polish deal activity generated by banking
survive – and even thrive – in the future.
banking subsidiary BGZ for €301m. restructuring, the total value of
insurance deals declined for the third
Non-core disposals Santander was an example of a bank that year running and asset management
continued to provide buyers used MA both to divest peripheral units transactions remained very subdued
with opportunities for and to strengthen core areas of focus. (see Figure 4). As we have commented
growth The Spanish bank disposed of subscale before in Sharing deal insight, obstacles
Another aspect of European bank businesses in Switzerland and the Czech to transactions in these sectors include
restructuring during 2012 was the Republic, but boosted its scale in Poland volatile financial markets, rapidly
continuing flow of non-core disposals. through the €790m acquisition of Kredyt changing regulation and – not least – the
One international bank making Bank from KBC. effects of uncertainty among banking
divestments during the year was Lloyds, parent companies. Even so, total deal
Poland was not the only fast-growing values can give a false impression. A
which in addition to its sale of 632
European market to attract cross-border look at the number of announced deals
branches, also disposed of its train
investment during the year. Turkish suggests that activity in both sectors is
leasing and Luxembourg private banking
banking targets were in strong demand. holding up comparatively well.
businesses for undisclosed sums. Other
PwC Sharing deal insight 7

8. €380m
Dexia Asset Management was sold to
Following its purchase of Banca
Hong Kong private equity firm GCS Capital Civica – formed by the merger of Caja
Burgos and three other savings’ banks
for €380m – CaixaBank acquired 50% of Caja
Burgos’ life business for €190m.
Europe may not have seen any truly large The only asset management deal to
insurance deals in 2012, but several mid- make the year’s Top 20 was Julius
market deals rank inside the year’s Top Baer’s acquisition of Merrill Lynch’s
20 transactions (see Figure 5). non-US wealth management operations
in a deal valued at €717m. Another
• t the larger end, KBC continued its
A wealth-oriented deal was Kleinwort
divestment programme by selling Benson’s acquisition of private bank
Polish insurer Warta to Talanx of BHF from Deutsche Bank for €384m.
Germany and its minority partner The deal gives Klienwort access to the
Meiji Yasuda of Japan (€770m). German market, and follows Deutsche’s
Luxembourg investment fund Reinet acquisition of BHF as part of its 2009
also sought exposure to a growing purchase of Luxembourg private banking
market, offering €498m for an group Sal Oppenheim.
undisclosed stake in UK pension
buyout specialist Pension Insurance Another feature of the year’s asset
Corporation. management deals was the involvement
of private equity firms in several major
• he Spanish insurance market was
T transactions. Clearly, the low capital
particularly active during the year, requirements and relatively predictable
with bank restructuring playing a role cash flows of asset management
in several transactions. Nationalised businesses continue to attract private
lender Bankia bought out Aviva’s equity firms focusing on financial
share of its insurance joint venture services.
Aseval for €608m; Grupo Catalana
Occidente and partner INOC acquired • fter a long sale process, Dexia Asset
A
Groupama’s Spanish insurance unit Management was sold to Hong Kong
for €405m; and Aegon acquired a private equity firm GCS Capital for
51% stake in Santander’s domestic €380m.
insurance business for €220m.
8 PwC Sharing deal insight

9. Figure 5: Top 20 European FS MA deals 2012
Month Target company Target country Bidder company Bidder country Deal value (€m)
Jan RBS Aviation Capital Ireland Sumitomo Mitsui Japan 5,760
Nov Dexia Belgium Governments of Belgium and France Belgium, France 5,500
Nov Banco de Valencia Spain FROB, then CaixaBank Spain 4,500
Jun Bankia (45%) Spain FROB Spain 4,456
Sep Gruppo Sace, Simest Italy Cassa Depositi e Prestiti Italy 3,800
Nov Ally Financial in Europe Various, Europe and General Motors Financial US 3,274
and Latin America LatAm
Jun Denizbank Turkey Sberbank Russia 2,816
Jul Cyprus Popular Bank Cyprus Government of Cyprus Cyprus 1,796
Jun London Metal Exchange UK Hong Kong Exchanges Clearing Hong Kong 1,719
Mar Banca Civica Spain CaixaBank Spain 977
Jul Lloyds Bank – 632 branches UK Co-Operative Group UK 956
Apr RBC Dexia Investor Services (50%) UK Royal Bank of Canada Canada 838
Dec Bayerische Landesbausparkasse Germany Sparkassenverband Bayern Germany 818
Jan Kredyt Bank Poland Santander/Bank Zachodni Spain/Poland 790
Jan Warta Poland Talanx, Meiji Yasuda Germany, Japan 770
Aug Merrill Lynch – Switzerland Julius Baer Switzerland 717
International wealth mgmt
Oct EFG Eurobank Ergasias Greece National Bank of Greece Greece 647
Dec Aseval (50%) Spain Bankia Spain 608
Jul Pension Insurance Corporation UK Reinet Luxembourg 498
Jun Groupama Seguros y Reasuguros Spain Grupo Catalana Occidente, INOC Spain 405
Subtotal 41,645
Other 9,389
Source: PwC analysis of mergermarket, Reuters and Dealogic data
Grand total 51,034
• ridgepoint Capital acquired UK
B €111m purchase of fund of hedge fund Stock Exchange also agreed to acquire
wealth manager Quilter from Morgan manager FRM, and the €76m acquisition a controlling stake in clearing house
Stanley in a deal valued at €216m. of Polygon by US counterpart Tetragon. LCH.Clearnet for €341m. Both HKEx
Bridgepoint’s stated desire to expand and LSE are aiming to become globally
the business – both organically and There were several other competitive exchange and clearing
through MA – was illustrated by significant themes at providers.
Quilter’s subsequent acquisition of
UK private client wealth manager
work in 2012’s financial • onsolidation among securities
C
Cheviot (€125m). services deals servicers. The largest such deal was
Beyond the major areas of deal activity Royal Bank of Canada’s buyout of its
As usual, 2012 also saw a range of asset identified above, several other themes securities’ servicing joint venture with
management deals involving smaller played a role in shaping European Dexia (€838m), but there were also
targets, often without published deal financial services MA during 2012. several smaller transactions such as
values. As often in this sector the UK We draw attention to four in particular: Banca Popolare dell’Emilia Romagna’s
was the most active market, accounting sale of its depositary business (€21m).
for 17 of the 35 announced deals with • ntegration among financial
I
disclosed values. Several of these exchanges. Apart from the €1.7bn • ayment industry transactions.
P
transactions involved alternative acquisition of member-owned London Payment processing networks were the
investment managers; the two most Metal Exchange by Hong Kong target of several deals during the year.
prominent examples were Man Group’s Exchanges Clearing, the London These included Skrill’s acquisition of
PwC Sharing deal insight 9

10. PaysafeCard.com of Austria (€140m) Bank restructuring will remain the main
and Sberbank’s purchase of online motor of MA, with EU rulings on state
payment network Yandex (€46m). aid continuing to act as a catalyst for
The appeal of payments’ businesses banking divestments. One example of a
to PE firms was illustrated by domestic deal could be RBS’s planned
Exponent Private Equity’s support sale of 316 UK bank branches, following
for the €170m MBO of Irish payment the collapse of its previous agreement
company Fintrax. with Santander UK.
• Loan disposals. Transactions Cross-border disposals in Europe’s
involving loan portfolios are excluded emerging markets are also likely to be a
from our dataset, but there is no feature of 2013. Several large Western
mistaking European banks’ increasing European banking groups still own
willingness to use asset disposals to a network of holdings in Central and
strengthen their balance sheets. Sellers Eastern Europe and might welcome the
of loans in 2012 included Barclays, chance to streamline their portfolio.
Deutsche Bank, ING, Permanent TSB, The recently announced plan for
Santander and Royal Bank of Scotland. Kazakhstan’s sovereign wealth fund to
We examine loan disposals in more sell its stakes in local banks BTA, Alliance
detail on page 19. and Temirbank, further illustrates the
potential for restructuring.7 Interest from
Looking ahead international buyers is unlikely to be
Sharing deal insight has reviewed strong in some peripheral markets, but
European financial services MA for ten private equity bidders seeking exposure
years. Several editions since 2009 have to a potential recovery in CEE valuations
seen us analysing the most recent set may go some way to filling that gap.
of data and concluding that a recovery
may be on the way. In reality, the past Beyond banking, some large and long-
three years have often proved to be anticipated deals should also come to the
disappointing. As mentioned at the start boil during 2013. Rabobank’s recently
of this analysis, 2012’s deal data suggests announced sale of Robeco to Orix of
that expectations of a recovery in MA Japan will be one of Europe’s largest
may be over-optimistic, if not misplaced. asset management deals of recent years.
And if agreed, the planned merger
In the short- to medium-term, we between Italy’s Unipol and Fiondiaria
expect European financial services could add up to one of the most
MA to be shaped by the same range important insurance transactions since
of defensive and forward-looking the start of the financial crisis. More
factors as at present. These include broadly, 2013 might see an increase in
the need to streamline structures and insurance and asset management deals
finances, the search for greater financial in faster-growing markets such as Turkey
stability, the role of scale in response and Poland.
to margin pressure, the importance of
diversification and the desire to take Looking further ahead, some of 2012’s
advantage of faster growth or stronger deals may also provide us with clues
returns. of how European financial services
transactions will evolve in future.
For example, European markets are
increasingly being targeted by bidders
from emerging regions in search of
capital, expertise and – in some markets
– growth. It remains to be seen how
these and other changes may affect
6 Kazakh ruler tells wealth fund to sell bailed-out
‘ European financial services MA in the
banks’, Reuters, 04.02.13 longer term.
10 PwC Sharing deal insight

11. 2013
might see an increase in insurance and asset
management deals in faster-growing markets
such as Turkey and Poland.
PwC Sharing deal insight 11

12. Sub-Saharan Africa
The growth of financial services in sub-Saharan Africa is attracting increasing interest from regional and
international groups. The next few years hold clear potential for a step up in MA transactions. Nigeria in
particular offers scope for significant deal activity, fuelled by further restructuring in its banking sector.
Not all international banks eyeing market also has clear potential for more
Farouk Gumel sub-Saharan Africa are likely to restructuring. First, the government is
PwC (Africa) make major acquisitions, but many considering strategic options for three
farouk.x.gumel@ng.pwc.com will be open to smaller transactions. nationalised banks. Second, mid-tier
International players typically find it banks are likely to come under increasing
easier to build a presence in commercial competitive pressure from their larger
banking than in retail, and the region’s rivals. Third, changes to banks’ permitted
still-developing capital markets mean activities will stimulate deals. Some
that corporate lending opportunities are banks will need to divest insurance, trust
Financial services are developing rapidly
particularly attractive. and investment banking subsidiaries;
in sub-Saharan Africa. Many of the
these will attract bids from financial
region’s markets continue to enjoy robust Nigeria in particular has significant scope holding companies and private equity
growth fuelled by the resources boom, for financial services MA over the next firms. International buyers may also
economic reform, cross-border trade and few years. Nigeria has seen considerable seize the chance to build scale in Nigeria
an expanding middle class. Local and banking consolidation since the financial and acquire a stepping stone towards
international financial groups are using crisis of 2008, encouraged by a central attractive neighbouring markets.
MA to increase their exposure to bank keen to create a smaller number of
the region. better capitalised institutions. In 2010, Of course, deal-making in Nigeria – and
there were three large domestic bank elsewhere in the region – is not without
The majority of deal activity takes
mergers; 2011 saw pan-African Ecobank its challenges. Political dimensions are a
place in the larger, more sophisticated
acquire Oceanic Bank in a major cross- fact of life, but stability and governance
financial services markets and their
border transaction; and in 2012, Union are gradually improving and most
near neighbours. These include South
Bank was taken over by a consortium hurdles can be overcome with a mixture
Africa; Nigeria, Ghana and Ivory
of domestic and international private of sensitivity and patience. International
Coast; and Kenya together with its
equity funds. financial groups are increasingly
East African trade partners. Offshore
convinced that the opportunities of
islands Mauritius and Seychelles are also We expect further banking deal activity investing in sub-Saharan Africa far
attracting international investors. in Nigeria during 2013 and beyond. In outweigh the potential drawbacks.
part this reflects the inherent attractions
As in other emerging markets, banking
of this resource-rich economy and its
is in the vanguard of financial services
huge, under-banked population. But the
MA. The major South African banks are
among those targeting expansion, along
with an increasing number of
international groups with limited
African exposure. Chinese banks are also Nigeria in particular has significant scope
following Chinese construction, mining for financial services MA over the next
and resources companies into Africa,
with two – ICBC and CCB – working in few years.
partnership with South African banks.
12 PwC Sharing deal insight

13. Asset management in the Gulf:
Successfully entering a large and
attractive market
Despite the huge potential of the asset and wealth management market in the Gulf, many foreign
firms have found it difficult to build a substantial presence. A targeted approach built around the
market’s changing and nuanced product demand and the need for close relationships on the ground
could prove successful.
the region and many have found that The investment choices of the onshore
Fredrik Johansson their international product range is less high net worth and affluent segments
PwC (UK) well suited to the local markets. Many have in the past tended to be quite
fredrik.johansson@uk.pwc.com have also failed to develop the necessary conservative. But preferences are shifting,
relationships on the ground, or win the partly in response to a generational shift
confidence of customers in a market that in a region with a young and less risk-
is still wary of asset management. averse population. The ideal product
suite would focus on each end of the
Andrew Macnab
Meeting changing demands risk spectrum – low risk, pure liquidity
PwC (UK) So what could deliver better results? products at one end and higher risk
andrew.macnab@uk.pwc.com The onshore market is very different and return products at the other. Many
from the offshore market and it is still western asset and wealth managers’
significantly under-penetrated. In product ranges fall between these two
addition, onshore investors have different extremes. One advantage that western
demands in terms of relationships and asset and wealth managers do have is
services, and look for a different risk/ that they can meet the relatively new
With private financial wealth of but increasing demands of international
more than $3 trillion (excluding GCC return profile of their investments. To be
successful, we believe international asset product capabilities in the onshore
government wealth), the oil and gas market, something the local players are
rich states of the Gulf Co-operation and wealth managers must have:
currently also trying to address with
Council (Kuwait, Qatar, Oman, Bahrain, • trong local asset and wealth
S
varying degrees of success.
Saudi Arabia and United Arab Emirates) management specific relationships;
is one of the most interesting, yet • local market knowledge and physical
A Developing a presence in these markets
least well known, asset and wealth presence in the onshore market; and will continue to be challenging, though
management markets. given the high levels of wealth and
• product range which meets the
A
significant pools of investable assets, it is
Ultra high net worth customers onshore investors’ demands.
not necessary to have a large market share
(investable assets of more than $50 If this can be combined with a strong to capture a meaningful size of assets
million) tend to manage the bulk of their international brand then that can be an which can deliver strong revenues.
wealth outside the region through their added competitive advantage.
own family offices. This offshore business Local banks have well-developed
is already captured and well serviced The majority of private wealth from high relationships and propositions but there
by the large international asset and net worth (investable assets of $1-$50 are still opportunities for international
wealth managers through their offices million) and affluent (investable assets players to use their brand, reputation and
in Switzerland, New York and London, of $0.5-$1 million) is held onshore. Sales product expertise in this attractive market
although there has been a trend for some strategies based on western salesmen if they can combine this with a relevant
ultra high net worth clients to repatriate flying into the region to attract local, range of products, local asset and wealth
some of their assets back onshore. onshore capital have not worked as management specific relationships and
onshore investors want to see a longer on the ground presence.
But international asset and wealth term commitment to the local market
managers have overall had limited for the international manager to gain
success in attracting onshore assets in their trust.
PwC Sharing deal insight 13

14. Capitalising on the mutual
shake-up
The continuing consolidation and realignment of the French mutual health insurance sector is creating
opportunities for new strategic alliances and ways to broaden customer reach.
The French mutual sector7 has already Shifting demand
Antoine Grenier been transformed by consolidation. In Many French customers are still attached
PwC (France) 2006 there were more than 1,100 mutual to insurance providers that are part of
antoine.grenier@fr.pwc.com companies. By 2011, there were fewer the ‘social economy’ such as mutuals.
than 700 (see Figure 6). This feeling has been strengthened by
the financial crisis as non-profit-making
The increasing concentration of the
organisations are not seen as being
market is further reflected in the fact
responsible for the current economic
that the top 100 mutuals account for
Pauline Adam-Kalfon difficulties. Nevertheless, tougher
around 90% of mutuals’ overall turnover
PwC (France) market demands are set to accelerate the
pauline.adam-kalfon@fr.pwc.com and are now able to compete with large transformation within the mutual sector.
conventional insurers on scale and
product range.
Figure 6: French mutual: An increasingly concentrated market
1200
1000
Number of mutuals
800
600
400
200
0
2006 2007 2008 2009 2010 2011
7 his article focuses on ‘M45’ mutuals, which have
T Source: French Prudential Supervisory Authority (ACP)
historically focused on health insurance
14 PwC Sharing deal insight

15. Customers are readier to shop around the whole of France. Mergers, joint A number of innovative legal structures
as they seek out the most competitive ventures and strategic alliances such as have been developed to support these
prices, notably through price comparison commercial cross-selling or industrial tie-ups and regulators have been ready
websites. They are also looking for agreements are also playing an to support these moves as part of their
improved service. This includes the important role in the realignment of wider backing for the social sector.
convenience, choice and interaction of the market.
digital distribution and insurance cover The key to realising the benefits is a clear
that is more tailored to their individual So what are the options for the mutuals? understanding of where and how the
needs. In turn, competition is mounting mutual can compete, how they can better
Option one is further consolidation serve their clients and what deal and
as some of the large conventional
between smaller and medium-sized alliance options could best support this.
insurers seek to make inroads into
health mutuals. Having gained greater For example, a mutual that is heavily
the health sector, traditionally led by
scale, the business might then be in a reliant on trade union business would be
the mutuals.
better position to seek an alliance with better to seek a partnership with another
Profitability in this mutual sector is also a conventional partner at a later stage. mutual than with a conventional insurer.
being put under pressure by increased To support these moves, operational
regulatory requirements and pressure collaboration would allow businesses to Post-merger integration is also a key
on rates in the competitive environment. share IT, administration and – to some consideration. How are businesses,
The need to meet new solvency extent – staff. products range, tariff policy and back-
demands, control losses and sustain office functions going to be integrated
Option two is to join forces with players and rationalised, for example? How are
returns calls for new management
specialising in protection cover (Instituts agents going to be equipped to support
practices, improved management
de Prévoyance) as they seek to broaden a wider product range?
information and more systematic
their scale and product range.
internal controls.
The future for French health mutuals
Option three is to directly ally with a is underpinned by positive popular
Broader reach conventional insurer to help extend sentiment and their readiness to
In response, mutuals are seeking to the product range and capture new embrace radical restructuring. A fresh
diversify their product range and extend members. Customers can enjoy the wave of mergers, joint ventures and
their customer reach. We’re already best of both worlds by buying from a alliances can help to meet evolving
seeing a broader market focus – for mutual seen as a socially friendly market market demands and sustain competitive
example, mutuals that have traditionally provider, while benefiting from improved relevance.
been aligned with a particular profession choice. In turn, the conventional insurer
or affinity group seeking to market can gain access to new customers and
their products more widely, or regional specialised health products.
mutuals trying to operate throughout
PwC Sharing deal insight 15

16. Greek banks:
Weighing up the investment potential
With the Greek economy set on a path of reform and restructuring, getting the timing right on an
investment in Greece’s deleveraged and consolidated banking sector could provide a valuable business
opportunity and macroeconomic play.
The 2012 headlines were dominated The economy seems to be bottoming
Emil Yiannopoulos by the European sovereign debt crisis. out and is poised for recovery with a
PwC (Greece) In Greece, the result was probably the potentially significant upside. Prospects
emil.yiannopoulos@gr.pwc.com largest sovereign debt rescheduling are bolstered by structural reforms and
in history8 (€206 billion) as part of measures to eliminate distortions and
the ‘Private Sector Involvement’ (PSI) public corruption.
programme with a resulting 78%
impairment of these debts. Together The banking sector restructuring is
with the collapse of the Greek economy, progressing apace with the EU/IMF-
the PSI precipitated the EU/IMF-led funded recapitalisation, deleveraging
recapitalisation of the banking system, and resolution programme spurring
a critical foundation for economic major consolidation and the creation of
recovery. Figure 1 summarises the three ‘bad banks’ so far. The consolidated
sectors’ capital needs and other sector will now be dominated by three
key figures. groups comprising NBG/Eurobank,
Alpha/Emporiki and Piraeus/ATE/
The problems faced by the country’s Geniki. The restructuring process is
banks were primarily rooted in their supported by the Hellenic Financial
exposure to sovereign debt, with their Stability Fund (HFSF), which channels
capital base decimated by the PSI recapitalisation funds and administers
restructuring and, in parallel, the macro- Greek State holdings.
economic shrinkage that directly affects
loan defaults. This contrasts with the NPL levels have soared as a result of the
Irish banking sector, which fell victim to economic slide, though the quantum of
risky lending decisions made during the the recapitalisation process was based on
credit bubble of 2002 to 2007. the estimated total credit losses in each
of the existing portfolios, which was
Turning the corner determined by a detailed due diligence
Politically, the country has pulled back exercise carried out by an independent
from the precipice it was facing in the advisor from the US.
summer of 2012, with the coalition
government forging a relatively stable
administration committed to reform.
8 Eurobank EFG , 9.03.12
16 PwC Sharing deal insight

17. The economy seems to be bottoming out
and is poised for recovery with a potentially
significant upside.
Figure 7: Estimated losses and capital needs 1 NBG and Eurobank are in the process of
acquisition/merger
Process for calculating capital needs (December 2011–December 2014 in a consolidated basis) 2 Alpha acquired on 1 February 2013 Emporiki from
in € million, estimated in May 2012 Credit Agricole SA
3 Piraeus acquired Geniki bank on 14 December
Bank Total gross Loan balances Gross CLPs Loan loss Capital
2012 and ATE’s ‘good bank’, which was resolved
PSI loss Dec 2011 for credit reserves Needs
in July 2012
(Dec 2011) Risk4 (Dec 2011)5
4 Gross credit loss projections (CLPs) over the June
NBG1 -11,735 41,019 -8,366 5,390 9,756 2011 to December 2014 period for Greek loan
portfolios, foreign and state-related portfolios.
Eurobank1 -5,781 37,116 -8,226 3,514 5,839 CLPs for Greek loan portfolios take into account
three elements: a) three-year CLPs estimated by
Alpha2 -4,786 34,298 -8,493 3,115 4,571 Blackrock; b) a fourth year of the CLPs; c) the
credit risk cost for the new production
Piraeus3 -5,911 25,909 -6,281 2,565 7,335 5 Accumulated provisions (as at December 2011)
already recorded by banks for the loan portfolios
Emporiki 2
-590 19,881 -6,351 3,969 2,475 referred to in column ‘Gross CLPs for credit risk’
6 Includes loans at banks not requiring additional
ATEbank 3
-4,329 14,639 -3,383 2,344 4,920 capital
Postbank -3,444 9,335 -1,482 1,284 3,737
Millenium -137 4,997 -638 213 399
Geniki3 -292 4,174 -1,552 1,309 281
Other (5 other smaller banks) -728 11,742
6
-2,061 1,025 1,229
Total -37,733 203,110 -46,833 24,728 40,542 Source: Bank of Greece report on the recapitalisation
and restructuring of the Greek Baking Sector,
‘Core Banks’ Subtotal -28,213 138,342 -31,366 14,584 27,501 20.12.12
Investment opportunity stockholders confer rights to acquire The country’s difficulties are likely
the remaining 90% of the stock at to be reflected in the pricing of the
and if so when?
effectively slightly above par, depending restructured businesses and assets, but
Apart from three small banks, all Greek
on the timing the warrants are exercised. with substantial potential for upside tied
banks will now proceed with rights’
In the current market this seems to to the fortunes of the economy, Greece
issues during 2013 as part of their
be a very full valuation and again and the wider eurozone.
recapitalisation programmes. The terms
investors are questioning the wisdom
for the issue of the new stock (including A new factor that will also need to
of putting such a rigid valuation
conditional convertibles ‘CoCos’) be taken into account is the EU’s
structure on the warrants, which ignores
provide, inter alia, that if a minimum appointment of independent monitors to
market conditions.
of 10% private equity participation is oversee the restructuring of each of the
achieved then private shareholders will The balance of the state holdings institutions receiving new public money.
assume administrative control. If not, the (passed back to the government once This could prove to be a double-edged
banks will be administered by the HFSF. the HFSF fulfils its remit and is wound sword as the ‘monitoring trustees’ report
up) are scheduled to be sold by the directly to the EU commission. While this
Questions have been raised by a number
Greek Government in 2018 on terms that process strengthens governance, it could
of investors on the attractiveness of
may be particularly attractive to private slow down decision-making and create
participation in the recapitalisation at
shareholders. Further opportunities the potential for bureaucratic delays.
this point due to the current negative
come from the sale of non-core loan
equity position that the banks have and
portfolios (performing as well as non-
the minimum returns the CoCos would
performing), foreign subsidiaries and
be entitled to. However, it seems that
individual corporate exposures.
there is some private sector interest from
a variety of sources including private
equity, several sovereign wealth funds
and certain of the existing shareholders.
The warrants issued to the new private
PwC Sharing deal insight 17

18. Overseas operations are being sold as
groups seek to raise funds and refocus on
their domestic markets.
Looking again at Belgium
and the Netherlands
Targeting pockets of opportunity in Belgium and the Netherlands’ restructured landscape.
While much of the focus of deal activity number of segments such as mortgages
Wilbert van den has been the overseas holdings, investors in Belgium and the Netherlands continue
Heuvel are taking a fresh look at the domestic to deliver relatively strong returns.
PwC (Netherlands) assets. The Fidea9 and Dexia Asset
wilbert.van.den.heuvel@ Management10 deals are a testament The downturn in demand in the life
nl.pwc.com and pensions sector could lead to
to private equity interest. The recent
acquisition of a controlling interest in many portfolios being placed in run-
Robeco by Orix highlights the potential off, opening up opportunities for fund
openings for corporate buyers.11 administrators and consolidation
The price for the high level of state vehicles. Non-life arms could be sold
support received by many leading As the recent nationalisation of SNS separately in split deals that may attract
banks and insurers in Belgium and REAAL highlights,12 the restructuring is corporate buyers looking to increase
the Netherlands has been a major likely to be ongoing for some time. Press market share.
programme of divestment and reports have suggested that the company
restructuring. had earlier been targeted by a private A major merger between two of
equity consortium.13 the larger groups is also possible.
Overseas operations are being sold as These groups had grown into major
groups seek to raise funds and refocus So why the interest from prospective international corporations prior to the
on their domestic markets. EU bail-out buyers? financial crisis. As their focus becomes
conditions have also necessitated the domestic once again, consolidation may
break-up of several groups. Prominent Prices are attractive – for example, be necessary to reflect the smaller size
examples include the planned split of Fidea’s sale price valued the company at of their main markets.
ING’s insurance arm and sale of various below book value.14
foreign operations. The challenges of realising the full value
The range of assets on offer includes of these deals encompass the difficulties
a number of profitable and capital of separating and valuing entities that
light mortgage administration, asset may rely on central group services.
management, debt collection and other Corporate and PE buyers will also need
09 KBC media release, 30.03,12 service companies. to demonstrate to regulators that they
10 Dexia media release, 17.12.12
have a coherent long-term strategy for
11 Robeco media release, 19.02.13 Divestments are an opportunity for
the holdings they are seeking to acquire.
12 overnment of the Netherlands, Ministry of
G acquirers to gain a foothold in two
Finance media release, 01.02.13 relatively affluent Northern European
13 Reuters, 01.02.13 markets. Despite slow growth overall, a
14 Reuters, 17.10.11
18 PwC Sharing deal insight

19. Loan portfolio transactions
Over the past few years European banks have been among the world’s most active sellers of loan portfolios.
Despite some national variations we see clear potential for further activity, and loan portfolio transactions
look set to become an increasingly important strategic tool, both for buyers and sellers.
Over the last two years European banks Of course, loan sales are not the only
Richard Thompson have divested loans with face values option for European banks seeking
PwC (UK) in the tens of billions of euros. Among to reduce leverage. Non-core loans
richard.c.thompson@uk.pwc.com countries with large levels of non- may be refinanced in the normal way,
performing loans, the UK, Ireland and or go through accelerated workout.
Spain have been the most active markets. Asset swaps and other structured
In contrast, Germany and Italy have arrangements will also be used.
so far seen comparatively few deals.
There is also variation between smaller Even so, the European market for
Any reader of the financial press will loan sales clearly has strong scope
markets: Portugal has generated several
know that many European banks have for expansion. Portfolio transactions,
transactions but the Netherlands has
been selling off portions of their loan already more central to bank
been relatively quiet.
books in recent years. The motives restructuring than in previous credit
are obvious. Banks need to reduce Several factors suggest the European downturns, are likely to play an
leverage and stabilise their earnings, market for loan portfolio transactions increasingly important role in banking
and disposals of low-quality or non- will expand during 2013, and we expect strategy over the new few years.
core assets can achieve both goals. loans with a face value of around €60bn
Meanwhile, well-capitalised banks and to transact during the year. The need for
private equity funds have acquired loan deleveraging remains huge, and banks
portfolios in the search for attractive are increasingly willing to ring-fence
returns, especially at a time of low yields assets and prepare them for disposal.
and slow credit expansion. At the same time there is growing
investor appetite for distressed debt,
These countercyclical drivers mean that
and regulatory pressure to strengthen
Europe is now one of the world’s largest
balance sheets is building. Further
markets for loan portfolio sales. We have
rounds of provisioning by European
estimated European banks’ non-core
banks could also stimulate deals by
loans at the end of 2011 at more than
tightening pricing gaps. Transactions
€2.5tn, equivalent to 6% of total banking
will continue to flow from the more
assets, and within this, we have non-
active markets, but countries such as
performing loans to have a face value of
Italy and France also have the potential
around €1tn.15 Fiscal austerity and weak
to generate greater deal volumes.
economic growth suggests that asset
quality may get worse before it gets better. 15 Based on internal PwC analysis
PwC Sharing deal insight 19

20. Methodology
The Data analysis section in this issue Our analysis excludes deals that, in our
includes financial services deals: view, are not ‘pure’ FS deals involving
corporate entities, or entire operations,
• eported by mergermarket, Reuters
r e.g. real estate deals and sales/purchases
and Dealogic; of asset portfolios where the disclosed
deal value represents the value of
• nnounced in 2012, and expected to
a
assets sold.
complete;
• nvolving the acquisition of a 30%
i
stake (or significant stake giving
effective control to the acquirer); and
• cquisitions of Europe-based FS targets
a
where a deal value has been publicly
disclosed.
Figure 8: European FS deals – quarterly summary
Deal value € in billions Q1 11 Q2 11 Q3 11 Q4 11 FY 11 Q1 12 Q2 12 Q3 12 Q4 12 FY 12
Asset management 1.0 0.4 0.4 0.4 2.1 0.3 0.2 1.2 0.8 2.4
Banking 5.9 2.0 3.7 11.0 22.7 1.9 8.5 3.6 15.9 29.9
Insurance 2.0 2.5 0.2 4.0 8.6 0.9 1.1 1.1 1.2 4.3
Other 0.9 1.8 0.7 1.0 4.3 6.4 2.9 4.6 0.5 14.4
Total deal value 9.8 6.7 5.0 16.3 37.7 9.5 12.7 10.5 18.3 51.0
Corporate 9.5 4.8 3.3 10.2 27.8 9.1 7.9 4.3 7.6 29.0
PE 0.3 1.9 0.5 0.7 3.4 0.2 - 0.4 0.7 1.3
Government 0.0 - - 4.4 4.4 - 4.5 5.6 10.0 20.1
Other 0.0 0.0 1.2 1.0 2.2 0.2 0.3 0.2 0.0 0.7
Total deal value 9.8 6.7 5.0 16.3 37.7 9.5 12.7 10.5 18.3 51.0
Domestic 8.5 3.0 2.6 11.1 25.2 2.7 6.1 8.9 13.9 31.6
Cross-border 1.3 3.6 2.4 5.2 12.5 6.8 6.7 1.6 4.4 19.4
Total deal value 9.8 6.7 5.0 16.3 37.7 9.5 12.7 10.5 18.3 51.0
Source: mergermarket, Thomson Reuters, Dealogic, PwC analysis Note: May contain rounding differences
20 PwC Sharing deal insight

21. About PwC
MA advisory services in the
financial services sector
PwC is a leading consulting and accounting adviser for MA in the FS sector. Through our Corporate
Finance, Strategy, Structuring, Transaction Services, Valuation, Consulting, Human Resource and
Tax practices, we offer a full suite of MA advisory services.
The main areas of our services are: • oan portfolio advisory services
l
including performance analysis,
• ead advisory corporate finance;
l due diligence and valuation;
• eal structuring, drawing on
d • ost-merger integration: synergy
p
accounting, regulation and tax assessments, planning and project
requirements; management;
• ue diligence: commercial, financial
d • uman resource and pension scheme
h
and operational; advice; and
• usiness and asset valuations and
b • aluations for financial reporting
v
fairness opinions; purposes.
About this report
In addition to the named authors of the articles, the main authors of, and
editorial team for, this report were Nick Page, a partner and Fredrik Johansson,
a director in PwC (UK) Transaction Services – Financial Services team in London.
Other contributions were made by Andrew Mills of Insight Financial Research,
Tina Mayo, Francisco Egana Barrios, Felix Ross and Khaled Abdul Wasey of
PwC UK.
Geared up for growth?
We can help you take advantage of the emerging opportunities for expansion
and acquisition. Find out more about our MA advisory services at
www.pwc.com/financialservices
PwC Sharing deal insight 21

22. PwC helps organisations and individuals create the value they’re looking for. We’re a network of firms in 158 countries with more than 180,000 people who are
committed to delivering quality in assurance, tax and advisory services. Tell us what matters to you and find out more by visiting us at www.pwc.com.
This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the
information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or
completeness of the information contained in this publication, and, to the extent permitted by law, PwC does do not accept or assume any liability, responsibility or duty
of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.
For further information on the Global FS MA marketing programme or for additional copies please contact Tina Mayo, Global Financial Services Marketing, PwC UK on
+44 20 7212 2371 or at tina.mayo@uk.pwc.com

23. www.pwc.com/financialservices
© 2013 PwC. All rights reserved. PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity.
Please see www.pwc.com/structure for further details.