REG - Ageas Insurance Int. Direct Line Ins Grp Ageas NV - Statement re No Intention to Make an Offer

Ageas SAAnnouncement

22/03/2024 18:30

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RNS Number : 0480I  Ageas Insurance International NV  22 March 2024

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
(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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