NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART),
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UK CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. FOR IMMEDIATE
RELEASE.
22 March
2024
Ageas SA/NV announces no
offer will be made for Direct Line Insurance Group
plc
Ageas SA/NV ("Ageas") announces that, following the
two recent attempts to engage with the Board of Directors of Direct
Line Insurance Group plc ("Direct
Line") in relation to the acquisition by Ageas of the entire
issued and to be issued share capital of Direct Line, which were
both rejected, it will not make an offer for Direct Line. As a
result of this announcement, Ageas (and any persons acting in
concert with it) will, except with the consent of the UK Panel on
Takeovers and Mergers (the "Panel"), be bound by the restrictions
contained in Rule 2.8 of the Code.
For the purposes of Rule 2.8 of the
Code, Ageas (and any persons acting in concert with it) reserves
the right to announce an offer or possible offer for Direct Line or
make or participate in an offer or possible offer for Direct Line
and/or take any other action otherwise precluded under Rule 2.8 of
the Code within six months of the date of this announcement in the
following circumstances described in Note 2 to Rule 2.8 of the
Code: (i) with the agreement of the Board of Directors of Direct
Line; (ii) if a third party (including another publicly identified
potential offeror) announces a firm intention to make an offer for
Direct Line; (iii) if Direct Line announces a Rule 9 waiver (see
Note 1 in the notes on Dispensations from Rule 9) or a reverse
takeover (as defined in the Code); or (iv) if the Panel determines
there has been a material change of circumstances.
On 19 January 2024, Ageas provided
the Board of Direct Line with an initial possible offer proposal
(the "Initial Possible Offer") to acquire the entire issued and to
be issued share capital of Direct Line. The terms of the Initial
Possible Offer were improved on 9 March 2024 and set out in an
announcement (the "Improved Possible Offer") on 13 March 2024.
Ageas believes that the proposal, on these terms, would have
created significant value for both groups of shareholders and other
stakeholders.
Throughout the entire process, Ageas
has always sought engagement with Direct Line's Board. Ageas
regrets that it has not been able to work collaboratively together
with the Board of Directors of Direct Line towards a recommended
Firm Offer. Ageas was not able to identify additional elements
based on publicly available information that would justify
significant adjustments to the terms of its possible offer.
Therefore, consistent with its financial discipline, Ageas has
decided not to make a Firm Offer.
Ageas continues to believe in the
underlying attractiveness and future opportunities of the UK
personal lines sector and the role of Ageas UK in this market,
underpinned by its successful turnaround over the last few years.
Ageas UK will continue to execute its focused personal lines
insurance strategy alongside its valued distribution
partners.
Ageas remains focused on the
execution of its strategy, as a group of local companies
outperforming in their markets, benefitting from synergies within
the Group. Ageas re-iterates its confidence to deliver on its
stated Impact24 financial and operating targets thanks to the
strong performance of its operating entities. The Group's solid
foundations underpin our attractive dividend growth ambitions in
line with our stated Impact24 ambitions and beyond this strategic
cycle.
Hans De Cuyper, CEO of Ageas,
said:
"We had hoped to reach agreement on a jointly
recommended Firm Offer together with the Direct Line Board.
However, I am convinced that given the circumstances we took the
right decision not to make an offer, staying true to who we are and
what we stand for in terms of maintaining a friendly approach and
respecting our financial discipline. I sincerely want to thank our
employees and advisors who delivered outstanding performance
exploring this opportunity, and our investors for their continued
trust in our company."
BofA Securities (Lead Financial Adviser to Ageas
SA/NV)
+44 (0) 20 7628 1000
Jonathan Alpert
Geoff
Iles
Marcus Jackson
Benjamin Ries
Sid Rishi
Deutsche Bank AG (Financial Adviser to Ageas
SA/NV)
+44 (0) 20 7545 8000
Marie-Soazic Geffroy
Hubert Vannier
Derek Shakespeare
Inigo de Areilza
Charles Farquhar
FGS
Global (PR Adviser to Ageas SA/NV)
+44 (0) 20 7251 3801 / Ageas-UK@fgsglobal.com
James Leviton
Chris Sibbald
Linklaters LLP is acting as legal
adviser to Ageas.
Merrill Lynch International ("BofA
Merrill Lynch"), which is authorised by the UK Prudential
Regulatory Authority and regulated by the UK Financial Conduct
Authority and the UK Prudential Regulatory Authority, is acting
exclusively for Ageas and for no one else in connection with the
possible offer for Direct Line and will not be responsible to
anyone other than Ageas for providing the protections afforded to
its clients or for providing advice in relation to the matters
referred to in this announcement.
Deutsche Bank AG is a stock
corporation (Aktiengesellschaft) incorporated under the laws of the
Federal Republic of Germany with its principal office in Frankfurt
am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed
to carry on banking business and to provide financial services. The
London branch of Deutsche Bank AG is registered as a branch office
in the register of companies for England and Wales at Companies
House (branch registration number BR000005) with its registered
branch office address and principal place of business at 21,
Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to
supervision by the European Central Bank (ECB), Sonnemannstrasse
22, 60314 Frankfurt am Main, Germany, and the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse
108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am
Main, Germany. With respect to activities undertaken in the United
Kingdom, Deutsche Bank AG is authorised by the Prudential
Regulation Authority. It is subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential
Regulation Authority. Details about the extent of Deutsche Bank
AG's authorisation and regulation by the Prudential Regulation
Authority are available from Deutsche Bank AG on
request.
Deutsche Bank AG, acting through its
London branch ("Deutsche Bank") is acting as a financial adviser to
Ageas and no-one else in connection with the matters described in
this announcement and will not be responsible to anyone other than
Ageas for providing the protections afforded to clients of Deutsche
Bank, nor for providing advice in connection with the subject
matter of this announcement or any other matter referred to in this
announcement.
Important information
A copy of this announcement will be
made available (in English), subject to certain restrictions
relating to persons resident in restricted jurisdictions, on Ageas'
website at
https://www.ageas.com/investors/webpage-related-ageass-possible-offer-direct-line
by no later than noon (London time) on 25 March
2024. The content of this website is not incorporated into and does
not form part of this announcement.
This announcement and the
information within it is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase or subscribe for, sell or otherwise dispose of,
any securities whether pursuant to this announcement or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. In particular,
this announcement is not an offer of securities for sale into the
United States. No offer of securities shall be made in the United
States absent registration under the Securities Act of 1933, as
amended, or pursuant to an exemption from, or in a transaction not
subject to, such registration requirements. No statement contained
or referred to in this announcement is intended to be a profit
forecast.
This announcement has been prepared
in accordance with English law and information disclosed may not be
the same as that which would have been prepared in accordance with
the laws of jurisdictions outside England.
The release, publication or
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe, such restrictions. Any failure to comply with
such restrictions may constitute a violation of the securities law
of any such jurisdiction.
Ageas is a listed international
insurance Group with a heritage spanning 200 years. It offers
Retail and Business customers Life and Non-Life insurance products
designed to suit their specific needs, today and tomorrow, and is
also engaged in reinsurance activities. As one of Europe's larger
insurance companies, Ageas concentrates its activities in Europe
and Asia, which together make up the major part of the global
insurance market. It operates successful insurance businesses in
Belgium, the UK, Portugal, Türkiye, China, Malaysia, India,
Thailand, Vietnam, Laos, Cambodia, Singapore, and the Philippines
through a combination of wholly owned subsidiaries and long-term
partnerships with strong financial institutions and key
distributors. Ageas ranks among the market leaders in the countries
in which it operates. It represents a staff force of about 50,000
people and reported annual inflows of more than EUR 17 billion in
2023.