EFTA01114058.pdf
dataset_9 pdf 1.2 MB • Feb 3, 2026 • 22 pages
A direct investment opportunity into
Kleinwort Benson Group
Investor presentation
September 2011
• Kleinwort Benson
EFTA01114058
Disclaimer
This presentation (the "Presentation') is strictly confidential to the recipient and has been prepared by Kleinwort Benson Group Limited and its affiliates (the "Company). By accepting to receive such
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may constitute a violation of applicable securities laws. This Presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to
buy or acquire securities of Kleinwort Benson Group Limited or of RHJ International SA in any jurisdiction or an inducement to enter into investment activity. No part of this Presentation, nor the fact of
its distribution. should form the basis of. or be relied on in connection with, any contract or commitment or investment decision whatsoever.
This Company has retained J.P. Morgan Limited (UP. Morgan") to act as its financial adviser in connection with the investment opportunity contained herein (the 'Opportunity). This Presentation is
being made available by J.P. Morgan on behalf of the Company for the sole purpose of providing information to assist the recipient in deciding whether they wish to proceed with a further analysis of
the Opportunity. The information contained in this Presentation has not been independently verified. Neither the Company nor J.P. Morgan is under any obligation to update or keep current the
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The forward•looking statements in this Presentation are based upon various assumptions. many of which are based, in turn, upon further assumptions, including. without limitation. management's
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reasonable when made. these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, and the
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J.P. Morgan or JPMorgan is a marketing name for investment banking businesses of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities. syndicated loan arranging, financial advisory
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employees of any of the foregoing entities.
Fat Kleinwort Benson
EFTA01114059
RHJI is offering a direct investment opportunity into
Kleinwort Benson Group
Euronext-listed RHJ International ("RHJI") has begun its
transformation into an active and dynamic financial services group
Investors
The cornerstone of this transformation was the acquisition of
Kleinwort Benson' completed in July 2010. Under this established
brand. RHJI's vision is to build a merchant and private banking
group focused on client needs and dedicated to delivering high level
service to a diverse audience of both private and corporate
"Legacy"
customers Industrial
Financial Services
Investments
Investments
As a further major step towards completing this transformation.
RHJI intends to exclusively acquire BHF-BANK, one of the largest
private banks in Europe with its roots dating back to 1854 from
Deutsche Bank through Kleinwort Benson Group
Participations
RHJI is offering the opportunity to co-invest into the combined Kleinwort Benson Gro
• Arecon
Kleinwort Benson Group • guirin B
Co-investment proceeds will be used to fund the acquisition of BHF- Existing operational Proposed acquisition:
BANK; investors will co-invest alongside and at the same terms as units:
RHJI • Kleinwort Benson BHF-BANK (post de-
Bank UK risking and down-
• Kleinwort Benson sizing)
Through the transaction investors will gain a stake in a leading
Bank Channel Islands
private banking franchise present in two of Europe's most important
Kleinwort Benson
and stable markets Investors. Dublin
RHJI will use its extensive financial services expertise to strengthen
the franchise and capitalize on this unique market opportunity
Klanwort Benson Private Bank Limited and Kleinwort Benson Channel Islands Holdings Limited together 'Kleimvorl Benson
Note: Envisioned economic structure
Kleinwort Benson
EFTA01114060
Investment opportunity and rationale
• Investors will gain direct exposure to a leading Anglo-German private and
RHJI is offering the merchant banking group on attractive terms
opportunity to co-invest
A unique direct • Direct exposure to a self-funded bank with a clean balance sheet
directly into its strategic
investment • Attractive (risk-adjusted) investor returns expected, based on entry price at
financial services
opportunity discount to net asset value
group: Kleinwort
• Significant upside potential from restructuring and limited downside due to clean
Benson Group,
balance sheet
including
BHF-BANK
• Kleinwort Benson and BHF-BANK both have their roots in trade-finance, private
and merchant banking, and combine strong brands with long-standing traditions
Two banks with
• Their strong franchises are based on their ties to the wealth creators in their
strong heritage and
respective domestic markets
brands
• Investors will participate in the growing European and international market for
wealth-management
The investment gives access to a banking group domiciled
Connecting
• in one of the world's financial hubs: London
international capital
with Germany's • and in the world's second largest export nation, financing Germany's industrial
'Mittelstand' engine: the successful small- and mid-cap client segment known as the
'Mittelstand'
Investors will own a stake in
Stable platform • a well capitalized secure banking platform with a target Core Tier 1 ratio of 16 to
and management 18 per cent, comprehensively restructured balance sheet and low leverage
experience • domiciled in two of the most stable countries in Europe
• run by a top team of bankers with particular operational experience in managing
banking franchises, risk and strategic change
Kleinwort Benson 3
EFTA01114061
Building blocks of Kleinwort Benson Group
Kleinwort Benson Bank (incl.
Kleinwort Benson Investors
Channel Islands Holdings)
Kleinwort Benson and
I
BHF-BANK, combined • Kleinwort Benson Bank is a UK based
to form the Kleinwort private bank with services including Kleinwort Benson Investors. based in
investment management. tax and banking. Dublin. London and New York, has been BHF-BANK is the largest German
Benson Group, will
Description
trust and fiduciary services: additionally, the offering investment management services Independent Private Banking franchise with
create a leading wealth company is a leading provider of fund for over 30 years and is a leading provider its roots dating back to 1854 and a
management and administration services of innovative niche investment strategies to particular locus on the German 'Mittelstand'
merchant banking One of the first major banks to have clients in the US. UK. Europe and Asia BHF-BANK is organised along its four
established in the Channel Islands nearly 3 core areas of expenise: environmental business lines: Private Banking. Asset
platform in Europe
50 years ago. where it is consistently equity. dividend-onented equity and multi- Management. Corporates and Financial
ranked as one of the top ten providers of asset strategies Markets
administration and custodian services S
Cm 2008 2009 2010 Em 2008 2009 2010 Em 20082 2009
Operating income 125 95 80 Operating income 15.3 11.9 13.3 Operating income 611 338
Operating profit 33 7 (10) Operating profit 0.7 (1.1) (0.3) Operating profits 295 2
AuM (Ebn) 6.3 5.8 5.5 AuM 3.2 3.8 3.7 AuM (fbn) 39.1 43.0
Total assets (Ebn) 4.1 2.7 1.8 Total assets 21.3 20.4 21.4 Total assets (an) 21.8 18.7
RWA (Ebn) 1.1 0.8 0.7 RWA 6.4 6.2 6.4 RWA (On) 5.8 4.8
Tier 1 Capital 300 286 241 Tier 1 Capital 16.8 15.9 16.9 Tier 1 Capital' 573 569
FTE 686 630 587 FIE 92 64 59 FTE 2,126 1,992
• A focus on costs and the effect of efficiency programmes initiated in June 2010 have already
a?' begun to show results in the 2010 figures • Operational issues have already been
addressed by management of BHF-BANK
c • In 201lyld. Kleinwon Benson has continued to see the effects of improving operating efficiency
with first tangible signs of improvements
and refocusing its business and should progressively lead to strengthening financial
E • Envisaged transaction takes deleveraging
E performance
0 and restructuring measures into
• Kleinwon Benson Investors (KB° has been focusing on expanding its distribution capability in
consideration
Europe and Asia and investment performance in 20llytd is satisfactory
8HF figures are for BHF as it is before downsizing / de-risking / restructuring 2008 financial.; strongly influenced by sale of BAS
Kleinwort Benson 3 Prior to deduction of loan loss provisions ° HGB regulatory capital 4
EFTA01114062
BHF-BANK: the German merchant and private bank for
leading entrepreneurial families
BHF-BANK, domiciled
in Frankfurt, has • Largest independent private banking franchise in Germany ranked No. 1 Private
branches in 13 German Bank for 5 times in succession
cities Private Banking
awards • Strong growth of AuM of UHNWI (+250% in past 5 years) and significant increase
in discretionary portfolio mandates (+165% in past 5 years)
The bank's core
franchise is with
entrepreneurs, the • BHF-BANK carries 'Merchant Banking' in its name and DNA and has developed a
Focus on German long standing tradition with Germany's export industry since 1854
German 'Mittelstand'
companies and their 'Mittelstand' • BHF-BANK today has a unique niche expertise in structured commodity trade
owner families finance
BHF-BANK has The obvious • Germany's corporate, institutional and private clients want an alternative service
discontinued all alternative provider to the large German universal banks Deutsche Bank and
proprietary trading and Commerzbank...
investment activities
and is characterised by
its clean balance sheet Future employer • ... as do German bankers and young talents looking to work in a dynamic "centre
of choice of excellence" environment
First feedback • Media, financial industry representatives and BHF-BANK's workforce have
very positive reacted favourably to announced intention to integrate BHF-BANK into an Anglo-
German banking group
Kleinwort Benson 5
EFTA01114063
BHF-BANK: gateway to Germany's `Mittelstand'
Germany's 'Mittelstand'
is the backbone of the
German economy Germany's 'Mittelstand' (SMEs) represent the backbone of the German economy:
They contribute more than 40% of Germany's GDP
BHF-BANK holds the • More than 400,000 medium-sized companies exist, employing 61% of all
key to attractive Germany's employees in Germany
business opportunities 'Mittelstand'
• Over 1,000 "hidden champions" — highly specialized world market leaders with
from export finance to impressive global market shares
equity participations
• Only around 5% of Germany's 'Mittelstand' is listed
• # 2 export nation after China
• Export volume of consistently above E800bn p.a.
• >30% of export volume is outside EU/OECD
• 80% of 'Mittelstand'-companies have export businesses, and demand related
services
• Importance of commodities in world trade
Outstanding client basis of entrepreneurial UHNWIs in Private Banking. Future
growth in leveraging existing client network and use of cross selling potential
BHF-BANK with other business divisions, especially with the focus on export finance
strategy
• Clear focus on trade-related business with risk-minimizing structures
• Strict quality control and diversification regarding counterparty risks
Source: mviv.clestetis.de
• Kleinwort Benson 6
EFTA01114064
Combined Kleinwort Benson Group post acquisition of
BHF-BANK
A unique business
model with a focused
offering of products and Kleinwort Benson Group
services to long-
standing and new
clients in targeted
regions
• Wealth structuring and fund • Germany, Switzerland,
Wealth • Ultra and High Net Worth solutions Austria, Luxembourg, UK
Management Individuals and Channel Islands
• Independent advice
• Institutions • International clients
• Investment ideas
Asset • Funds • Mutual funds • Germany, Luxembourg, UK,
Management • Distributors • Institutional solutions Ireland, globally
• Entrepreneurs and German • Financing
Merchant 'Mittelstand' • Corporate finance • Germany, UK and
Banking • Corporate & government clients • Risk management and capital international
raising solutions
• Sovereign wealth funds • Investment ideas
• Generate operational cost synergies and economies of scale after IT
Operational excellence ____
harmonisation and migration to a new system
Kleinwort Benson 7
EFTA01114065
Combined Kleinwort Benson Group's financial attractions
Capital Well capitalised Core Tier 1 ratio between 16 to 18 per cent target Tier 1
Kleinwort Benson
Group will be well
capitalized, liquid and in
a stable monetary
environment
Balance sheet No significant credit or market risk and very low leverage
Limited reliance on wholesale funding; the business model supports and
Liquidity finances banking activities with a solid and stable deposit base from the private
and institutional franchise
Based in two of Europe's most stable economies and close to their respective
Location
central banks
Profitability Kleinwort Benson Group aims at achieving a target ROE of 15%
• Kleinwort Benson
EFTA01114066
Kleinwort Benson Group's key performance indicators
°Kleinwort Benson BRF.BANK • Kleinwort Benson
Operating Entities /MIMI IIIT 1614 Group
The combination of the Private
two banks gives the Banking and
Kleinwort Benson Asset €9.3bn €43.0bn
Group critical mass in Management
capital, assets under AuMs
management and
revenues Lending
€0.6bn €2.0bn
volumes
Figures are 2010 for
Kleinwort Benson and
2009 for BHF-BANK NAV'
pro-forma combined (IFRS) €259m CD €618m
before downsizing, de-
risking and
restructuring measures Tier 1 ratio2 35.1% C+) 11.9% C;)
3
647 0 1,640
€93m 0 €338m
Note: The impact of the acquisition of Close Offshore Group not included in Kleiman Benson Operating EnNies:10einwort Benson figures as of yearend 2010. BHP-BANK as of year-
end 2009
Sum of total shareholders equity on a non-consalidated basis for 10einwort Benson Operating Entities 1' Pro-forma combined on a weighted basis r Pro-forma exd. FTEs transferred
through the sale of BAS sold in 2010
• Kleinwort Benson
EFTA01114067
Experienced Management Team (1 of 5)
Mr. Fischer has over 25 years of banking and financial services industry experience and has held CEO and other Executive Board positions at various premier
institutions
• Mr. Fischer serves as CEO and member of the Board of Directors of RHJI and Kleinwon Benson Group
• Prior to joining RHJI in 2007. Mr. Fischer was CEO of Winterthur Group from 2003 to 2006. an insurance subsidiary of Credit Suisse. and a member of the
Executive Board of Credit Suisse Group from 2003 to March 2007
• Mr. Fischer joined Credit Suisse Group from Allianz AG. where he had been a Member of the Executive Board and Head of the Corporate and Markets Division
since 2001
• Previously, he had been with Dresdner Bank AG as a member of the Executive Board since 1998. where he was among others responsible for the Investment
Banking division. and with JP Morgan in Frankfurt since 1987
• Mr. Fischer serves on the Boards of Glencore. Julius Bar and Ma Germany
• Dr. Beckenfeld has over 15 years of financial services industry experience
• Dr. Beckenfeld serves as the CFO of RHJI and is a Managing Director at Kleinwort Benson Group
• Before joining RHJI. Dr. Backenfeld was a Member of the Executive Board of Winterthur Group and Head of Group Reinsurance Non•Life and Closed Portfolio
Management
Previously. Dr. Backenfeld held various positions at Winterthur Group, including Head of Transaction Management for Restructuring and Divestitures and Regional
Dr. Martha CFO Asia Non-Life
Backenteld
Chief Financial Office
• Mr. Linz has over 25 years of banking and financial services industry experience
• Mr. Linz is a Managing Director at RHJI. Before joining RHJI. he served as COO and Member of the Executive Board of Winterthur Group (2004 to 2006)
• Prior to being appointed Chief Risk Officer and Member of the Executive Board of Dresdner Bank AG in 2001. he was CEO of Deutscher Investment Trust (dit). the
asset management division of Dresdner Bank
• Mr. Linz began his professional career at Dresdner Bank AG in 1983. where he held various positions including Treasurer and Co-Head Global Markets
• Previously he built the Derivatives business of the bank
Heinrich Linz • Mr. Linz served on various boards. significant assignments were with the International Swaps & Derivates Association. New York. the Deutsche Boerse/EUREX
Managing Director Exchange Council and the Einlagensicherungsfonds des Bundesvetbands deutscher Banken
' Kleinwort Benson
EFTA01114068
Experienced Management Team (2 of 5)
• Dr. Schmid•Kfihnhafer has over 9 years of financial services industry experience
• Dr. Schmid•Kuhnhafer serves as RHJI's COO and General Counsel and is a Managing Director at Kleinwort Benson Group
• Before joining RHJI he held various positions at Credit Suisse Group as a member of senior management. including Head Group Tasks & Projects at Winterthur
Group
Dr. Rudiiger Schmid
Previously. Dr. Schmid-Keihnhafer worked in the Capital Markets and M&A practice groups of Shearman & Sterling LLP in New York and Dusseldorf
Kiihnhefer
COO & General_
Counsel
• Mr. Roelandt is Managing Director of RHJI and of Kleinwort Benson Group
• Mr. Roelandt joined RHJI in 2005 and served as Chief Financial Officer from 2007 to 2010
• Prior to joining RHJI. Mr. Roelandt held various senior and executive management positions in publicly listed companies
• Mr. Roelandt started his career with Ernst &Young and was a certified public accountant. managing audits of manufacturing and financial services companies
Jean-Marc
Roelandl
Managing Director
• Ms. Wetzel has over 11 years of financial services industry experience
• Ms. Wetzel is a Managing Director at RHJI. Before joining Awl, she worked for 8 years in the Investment Banking division of Goldman Sachs in Frankfurt New
York and London and was involved in dozens of high profile multi-billion financings and M&A transactions.
• She serves on the Board of Kleinwon Benson Investors Dublin Ltd
Anna-Lena Wetzel
Managing Director
• Kleinwort Benson 11
EFTA01114069
Experienced Management Team (3 of 5)
• Mr. Barnuevo has over 25 years of financial services industry experience
• Mr. Barnuevo is a Managing Director at Kleinwort Benson Advisors
• From 1986 - 2005. Mr. Bamuevo was an executive at JP Morgan where he held various senior positions in the Capital Markets and Investment Banking divisions.
including Financial Institutions Group Management Committee member. European Equities management team member and President of Leadership Morgan Chase
• Prior to joining Kleinwon Benson. Mr. Barnuevo worked with Nobel laureate economist Robert Merton. Peter Hancock and Roberto Mendoza at Integrated Finance
Fernando Barnuevo Limited. a specialized boutique investment banking and asset management firm
Managing Director • Mr. Barnuevo serves as Chairman of the U.S. Fund Board of Institute de Empresa. Spain's leading business school, from which he also holds an International MBA
• Iv• oin
a • Mr. Pfaff has over 25 years of experience in both corporate banking and investment banking
• He spent most of his career with Dresdner Kleinwort Benson in different product areas and sales and distribution functions
• Throughout his professional time and in particular as Head of Global Banking and Client Coverage for Germany he has built very close and long lasting
relationships with both German large and mid caps and also institutional clients
Michael Pfaff
Managing Director
• Kleinwort Benson 12
EFTA01114070
Experienced Management Team (4 of 5)
• Sally Tennant joined Kleinwon Benson as Chief Executive in January 2011. Her previous role was Chief Executive at Lombard Odier in the UK where she held the
position from 2007
• Before joining Lombard Odier. Sally spent four years as Chief Executive of Schroders Private Banking. She spent nearly 10 years at Gartmore plc. most latterly as a
Board Director and Head of its Institutional Division, before becoming a Founding Partner at Beaumont Capital Management. Sally's early career was spent at
Morgan Grenfell Asset Management and at SG Warburg & Co.
Sally Tennant • Sally holds a degree in Politics from the University of Durham and is Co•Chair of Tommy's The Baby Charity, a trustee of The STARS Foundation and a governor of
CEO of Kleinwort Sherborne School for Girls
nson =an
• Mr Hawkshaw has been working in the asset management industry for 25 years and has been with the current firm since 1992
• He was appointed as CEO in 2004 having previously held the positions of Chief Operating Officer. Head of Business Development and Head of Portfolio
Management
Sean Hawkshaw • Between 1986 and 1992 Mr Hawkshaw was employed by Bank of Ireland Asset Management
CEO of Kleinwort
Benson Investors.
Dublin
Kleinwort Benson 13
EFTA01114071
Experienced Management Team (5 of 5)
• Mr Robens is CEO of BHF•BANK
• He has more than 15 years experience in the financial services industry
• Mr Robens is responsible for the complete front office (Private Banking. Asset Management. Corporates and Financial markets) as well as the Corporate Office
• Since 2008 he has been in charge for the Private Banking as a member of the bank's Board of Managing Directors and has been with the bank since 2005
• Prior to joining BHF-BANK. Mr Robens was a Partner at Roland Berger Strategy Consultants
Bjern H. Robens • Advising the Board of Managing Directors in his function as the core strategic advisor. he played an important part in BHF-BANK's successful repositioning and its
CEO of BHF-BANK transfer to Sal. Oppenheim Group
• Mr Behrends has been a Member of the Board of Managing Directors since August 2010
• He has been with BHF-BANK for more than 30 years and has had several management functions in Germany and abroad
• Previously served as Head of Corporate Banking for more than 10 years
• Responsible for Credit Risk. Operations / IT and Compliance. Process Management and Outsourcing
Frank Behrends • Mr Behrends has lead the initiative to de•risking the loan portfolio of BHEBANK
Board Member of
Managing Directors
of BHF-BANK
• Mr Friedhofen joined BHEBANK in 2010 as Member of the Board of Managing Directors
• He previously served as Chief Financial Officer and Member of the Management Board of HypoVereinsbank until May 2010
• Prior to that. he was an audit partner with KPMG and PwC. advising several major banks in Germany and abroad
• Responsible for Finance. Internal Audit. Legal Affairs. Human Resources
Rolf Friedhofen
• Mr Friedhofen has long standing expertise in banking and auditing for more than 25 years
Board Member of
Managing Directors o
BHF-BANK
Kleinwort Benson 14
EFTA01114072
Transaction structure
RHJ International SA
quirin bank AG Kleinwort Benson
I Group Ltd
C5.1%)
German Kommandit-
gesellschaft'
• Kleinwort Benson Bank Ltd
• Kleinwort Benson Channel Islands
BHF-BANK Aktiengesellschaft
Holdings Ltd
• Kleinwort Benson Investors Dublin Ltd
Kleinwort Benson The Kommanditgesellschaft is composed of a Komplentir (General Partner) n form of a German GmbH and a Kommanditist (Limited Partner). KB Group Ltd holds 94.9% and
15
Quinn bank AG 5.1% of each, the Komplementar and the Kommanditist
EFTA01114073
Transaction timeline — subject to change
The timeline is designed
to close the deal by the Aug. Sept. Oct. Nov. Dec. Jan.
end of 2011 (subject to
regulatory approval)
ue Dili enc
Investors will have
Transaction timeline Signing
access to senior of SPA
management
presentation and expert Re ulato a royal rocess 1
sessions. Furthermore,
investors will get
access to due diligence Closin
reports for BHF-BANK Capital Closing of
(financial, legal, tax) and raising acquisition'
process
additional financial
information on the other
businesses through a
virtual data room En
a)
8
rn
L
ro Investor due dill. ence
Entities
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- Created
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