22.03.2024 19:30:07 - dpa-AFX: GNW-Adhoc: Ageas SA/NV announces no offer will be made for Direct Line Insurance Group plc
PRESS RELEASE
Regulated information ? Inside information ? Brussels, 22 March 2024 - 19:30
(CET)
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
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.
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