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 1000Jonathan AlpertGeoff IlesMarcus JacksonBenjamin
RiesSid Rishi
Deutsche Bank AG (Financial Adviser to
Ageas
SA/NV) +44
(0) 20 7545 8000Marie-Soazic GeffroyHubert VannierDerek
ShakespeareInigo de AreilzaCharles Farquhar
FGS Global (PR Adviser to Ageas
SA/NV)
+44
(0) 20 7251 3801 / Ageas-UK@fgsglobal.comJames LevitonChris
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.
- Pdf version of the press release
Ageas SA NV (BIT:AGS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Ageas SA NV (BIT:AGS)
Historical Stock Chart
From Jul 2023 to Jul 2024