AXA APH is now wholly owned by the AMP Group.

The cash component of the share scheme consideration has been dispatched and new shares issued to the AXA APH minority shareholders under the share scheme.

Share scheme participants will receive the equivalent of A$6.431 per share comprising 0.73 AMP shares and A$2.5464 cash for each AXA APH share. They have also received AXA APH’s 2010 final dividend of 9.25 cents per share.

To provide the share component of the share scheme consideration, AMP issued 695,262,564 new ordinary fully paid shares in the capital of AMP Limited. AMP now has 2,789,686,764 ordinary shares on issue.

Trading of the new AMP shares commences on 31 March 2011 under the ASX code ‘AMP’.

Completion of the sale of AXA APH’s Asian businesses to AXA SA is expected to occur by Friday 1 April 2011.

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Head of the Office of the AXA Chief Executive Officer Darryl Mackay will join the AMP leadership team as Company Secretary and Head of Secretariat, reporting to Brian Salter, AMP General Counsel.

AXA’s Group Chief Financial Officer Geoff Roberts will join both the AMP Life and the National Mutual Life Assurance boards as a non-executive director but will be leaving his executive role.

AXA’s General Manager Group Strategy and Chairman of ipac Arun Abey will continue as Chairman of ipac but will step down from his Group Strategy role.

AXA’s Group Chief Actuary and Chief Risk Officer Mike Thornton will be Director Group Risk Management in the merged company, reporting to AMP Chief Financial Officer Paul Leaming.

The appointments are in addition to AXA Chairman Rick Allert and Director Patty Akopiantz, joining the AMP board effective 31 March 2011.
AMP Chief Executive Officer Craig Dunn said the appointments represent an important step in maintaining the growth momentum for the combined business.

“We are pleased to welcome senior members of the AXA management team to AMP and look forward to the significant contribution they will make.”

AMP Financial Services Managing Director Craig Meller today announced new appointments to his leadership team from 31 March.

AMP Financial Services (AFS) will be responsible for the combined AXA and AMP superannuation, investments, banking, insurance and financial adviser businesses.

Most direct reports to AXA’s Chief Executive Australia and New Zealand, Warren Lee will report directly to Mr Meller. These include:

• Ian Campbell, General Manager Product
• Andrew Waddell, General Manager Financial Advice Networks
• Neil Swindells, Chief Executive ipac and Head of Advice

The exceptions are AXA’s General Manager Sales & Marketing Adrian Emery and AXA’s Chief Operating Officer Wendy Thorpe. Mr Emery will join the integration program reporting to Paul Sainsbury, the leader of the integration team. Barry Wyatt will take up Mr Emery’s role in an acting capacity reporting to Mr Meller. Ms Thorpe will report directly to AMP’s Chief Information Officer Lee Barnett and will also be a member of Mr Meller’s leadership team.

“We are pleased to welcome our AXA colleagues to AMP and look forward to working with them,” Mr Meller said.

In New Zealand, AMP Financial Services Managing Director Jack Regan will lead the merged business. The senior managers who currently report to the AXA New Zealand CEO Ralph Stewart, will report directly to Mr Regan.

Mr Meller also said today that AXA’s North product and platform will continue to be available to AXA financial advisers, independent financial advisers and their customers.

“We have looked closely at both the North platform and products, and have been impressed by what we’ve seen. We’re delighted to confirm that AMP will continue to support and develop North,” Mr Meller said.

AXA’s Chief Investment Officer Mark Dutton will join the AMP Capital Investors leadership team and will report directly to Managing Director Stephen Dunne.

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Under the proposal, AMP will acquire 100 per cent of AXA APH, merging AXA APH’s Australian and New Zealand businesses with those of AMP, and divesting AXA APH’s Asian businesses to AXA SA.

The Share Scheme is expected to become effective on 8 March 2011 when AXA APH lodges a copy of the Court order approving the Share Scheme with ASIC.

The Share Scheme’s implementation date will be 30 March 2011 and normal trading of new AMP shares issued to AXA APH shareholders under the Share Scheme will begin under the ASX code “AMP” on 31 March 2011.

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AMP Chief Executive Officer Mr Craig Dunn said the vote was a significant milestone for the proposed merger.

“A merged AMP AXA will bring together two of Australia’s longest standing businesses. It will deliver a new force in financial services by creating a company with the size and resources to be a strong competitor to the big four banks in wealth management.

“Today’s vote brings the competitive benefits of this merger one step closer for consumers and businesses in Australia and New Zealand,” Mr Dunn said.

Under the Scheme of Arrangement to give effect to the proposal, AXA APH shareholders will receive the equivalent of A$6.43 per share.

The second court hearing to approve the Scheme will take place on Monday 7 March 2011. If approved, the Scheme will become effective on 8 March 2011. , consisting of cash and AMP shares. AXA APH shareholders will also receive AXA APH’s 2010 final dividend of 9.25 cents per share.

Normal trading of new AMP shares issued to AXA APH shareholders under the Scheme would then commence under the ASX code “AMP” on 31 March 2011.

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The proposed transaction is a joint proposal with AXA SA under which AXA SA would acquire 100 per cent of AXA APH’s Asian business.

AXA APH’s independent directors have unanimously recommended the proposal to minority shareholders in the absence of a superior proposal.

In addition, the independent expert Grant Samuel has concluded that the value delivered to AXA APH minority shareholders under the proposal is compelling and that, in the absence of a superior proposal, the proposed merger is in the best interests of AXA APH minority shareholders.

AMP confirms it still expects the proposed merger between AXA APH and AMP to achieve economic synergies of approximately A$120 million per annum and for one-off integration costs to be A$285 million, both amounts post tax.

In the event the proposed merger proceeds, AMP intends to continue its dividend policy of paying out 75 per cent to 85 per cent of underlying profit to shareholders. The franking capacity of the merged company is expected to be less than AMP’s interim 2010 franking level of 60 per cent in the near term, given AXA APH’s current franking position.

It is expected that AXA APH shareholders will have the opportunity to vote on the proposal on 2 March 2011. Assuming shareholders vote in favour of the proposal and subject to court approval, it is expected that the implementation date for the merger will be 30 March 2011.

In addition to receiving shareholder and court approvals, the merger also remains subject to various regulatory approvals, including from the Federal Treasurer.

Paul Sainsbury, formerly AMP Financial Services’ Director Product Manufacturing, has been appointed to the role of Integration Director and will report directly to AMP Chief Executive Officer, Craig Dunn.

Assuming the proposed merger proceeds, Mr Sainsbury will have responsibility for managing the integration planning and implementation. AMP will involve AXA APH employees in the detailed integration planning and implementation, ensuring the merged company draws on the strengths of both AXA APH and AMP.

The post AMP welcomes release of AXA APH’s Explanatory Memorandum appeared first on AdviserVoice.

In addition to receiving shareholder and court approvals, the merger also remains subject to various regulatory approvals, including from the Federal Treasurer.

It is expected that the transaction will be put to the AXA APH minority shareholders for their approval by the end of the first quarter of 2011.

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