REG - Direct Line Ins Grp - Results of Court Meeting and General Meeting

Direct Line InsuranceAnnouncement

10/03/2025 16:30

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RNS Number : 0607A  Direct Line Insurance Group PLC  10 March 2025

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 SUCH JURISDICTION

FOR IMMEDIATE RELEASE

10 March 2025

RECOMMENDED CASH AND SHARE OFFER

For DIRECT LINE INSURANCE GROUP PLC ("DIRECT LINE")

BY AVIVA PLC ("AVIVA")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

 

On 23 December 2024, the boards of directors of Aviva and Direct Line
announced that they had reached agreement on the terms of a recommended cash
and share offer for the entire issued and to be issued share capital of Direct
Line (the "Acquisition"), to be implemented by way of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
On 10 February 2025, Direct Line published a scheme document in connection
with the Acquisition, setting out the terms and conditions of the Scheme (the
"Scheme Document").

Direct Line is pleased to announce that at the Court Meeting and General
Meeting held earlier today in connection with the Acquisition:

(A)  the requisite majority of Scheme Shareholders voted in favour of the
resolution to approve the Scheme at the Court Meeting; and

(B)  the requisite majority of Direct Line Shareholders voted in favour of
the Special Resolution to implement the Scheme, including the amendment of
Direct Line's Articles of Association at the General Meeting.

Details of the resolutions passed are set out in the notices of the Court
Meeting and the General Meeting contained in Parts IX and X of the Scheme
Document, respectively.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the meanings as set out in the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the poll conducted at the Court
Meeting. Each Scheme Shareholder, present (in person or by proxy), was
entitled to one vote per Scheme Share held at the Voting Record Time.

 

 Results of Court Meeting  Scheme Shares voted      Scheme Shareholders who voted**     No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at
                                                                                        the Court Meeting*
                           Number       %*          Number            %*
 FOR                       719,420,697  99.84       246               93.18             54.86
 AGAINST                   1,142,214    0.16        23                8.71              0.09
 TOTAL***                  720,562,911  100.00      264               100.00            54.95

* Rounded to two decimal places.

** Where a Scheme Shareholder has cast some of their votes "for" and some of
their votes "against" the resolution, such Scheme Shareholder has been counted
as having voted both "for" and "against" the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out in this
column.

*** The aggregate of Scheme Shareholders voting "for" and "against" the
resolution as set out in this row exceeds the total number and percentage of
Scheme Shareholders who voted because 5 registered members gave instructions
for votes to be cast "for" the resolution in respect of part of their holding
of Scheme Shares and "against" the resolution in respect of another part of
their holding of Scheme Shares.

Voting results of the General Meeting

The table below sets out the results of the poll conducted at the General
Meeting. Each Direct Line Shareholder present (in person or by proxy) was
entitled to one vote per Direct Line Share held at the Voting Record Time.

                                     Votes FOR**          Votes AGAINST       Total votes  Votes WITHHELD***
                                     Number       %*      Number     %*       Number       Number
 Approval of the Special Resolution  718,743,489  99.85   1,102,709  0.15     719,846,198  318,424

* Rounded to two decimal places.

** Includes discretionary votes.

*** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes "for" or "against" the Special Resolution.

The total number of Direct Line Shares in issue at the Voting Record Time was
1,311,388,157, of which none were held in treasury. Consequently, the total
number of voting rights in Direct Line at the Voting Record Time was
1,311,388,157.

A copy of the Special Resolution passed at the General Meeting will shortly be
submitted to the National Storage Mechanism and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

 

Expected Timetable

 

The outcome of today's Court Meeting and General Meeting means that Conditions
2(a) and 2(b) (as set out in Part III of the Scheme Document) have been
satisfied.

 

The Scheme remains subject to the satisfaction (or, where applicable, waiver)
of the remaining Conditions and further terms set out in the Scheme Document,
including the sanction of the Court at the Court Sanction Hearing and the
delivery of a copy of the Court Order to the Registrar of Companies.

 

The expected timetable of principal events for the implementation of the
Scheme remains as set out on pages 15 to 16 (inclusive) of the Scheme
Document. The dates are indicative only and are subject to change. The dates
will depend, among other things, on the dates upon which: (i) the Conditions
are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the
Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.
Any updates to the dates and/or times in the expected timetable will be
notified by announcement through the Regulatory Information Service of the
London Stock Exchange.

 

Prior to the Scheme becoming Effective, applications will be made to the
London Stock Exchange and

the FCA for the Direct Line Shares to cease to be admitted to trading on the
Main Market of the London Stock Exchange and to cancel their listing on the
Official List, respectively. It is expected that the cancellation of listing
of the Direct Line Shares will take effect on the Business Day following the
Effective Date (and subject to the Scheme becoming Effective).

 

Enquiries:

 Aviva
 Media
 Andrew Reid                                                                  +44 (0)7800 694 276
 Sarah Swailes                                                                +44 (0)7800 694 859
 Investors and analysts
 Greg Neilson                                                                 +44 (0)7800 694 564
 Joel von Sternberg                                                           +44 (0)7384 231 238
 Michael O'Hara                                                               +44 (0)7387 234 388
 Citi (Joint Financial Adviser and Joint Corporate Broker to Aviva)
 Peter Brown / Sian Evans / Peter Catterall / Michael Lamb                    +44 (0)20 7986 4000
 Goldman Sachs International (Joint Financial Adviser and Joint Corporate
 Broker to Aviva)
 Anthony Gutman / Nimesh Khiroya / Bertie Whitehead                           +44 (0)20 7774 1000

 Direct Line
 Media
 Roger Lowry (Director of Corporate Affairs)                                  +44 (0)7881 553 155
 Investors and analysts
 Dhruv Gahlaut, CFA (Chief Strategy & Investor Relations Officer)             +44 (0)7385 481177
 Morgan Stanley & Co. (Joint Lead Financial Adviser and Joint Corporate
 Broker to Direct Line)
 Ben Grindley / Laurence Hopkins / Melissa Godoy / Jonathan Gold              +44 (0) 20 7425 8000
 Robey Warshaw (Joint Lead Financial Adviser to Direct Line)
 Simon Robey / Chetan Singh / Kunal Ranpara                                   +44 (0) 20 7317 3999
 RBC Capital Markets (Joint Financial Adviser and Corporate Broker to Direct
 Line)
 Oliver Hearsey / Daniel Ohana / Elliot Thomas                                +44 (0) 20 7653 4000
 Brunswick Group (PR Adviser to Direct Line)
 Nick Cosgrove / Diana Vaughton / Freya Semken                                +44 (0)20 7404 5959

 

Slaughter and May is acting as legal adviser to Direct Line and Clifford
Chance LLP is acting as legal adviser to Aviva.

 

 

Further information

 

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition or otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise; nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful.

 

The Acquisition is being made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the offer document)
which, together with any related Forms of Proxy, contains the full terms and
conditions of the Acquisition.

 

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

 

This announcement does not constitute a prospectus or prospectus equivalent
document.

 

Important notices about financial advisers

 

Citi, which is authorised by the PRA and regulated in the United Kingdom by
the PRA and FCA is acting as financial adviser exclusively for Aviva and for
no one else in connection with the matters described in this announcement, and
will not be responsible to anyone other than Aviva for providing the
protections afforded to its clients nor for providing advice in relation to
the matters referred to in this announcement. Neither Citi nor any of its
affiliates, directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, tort, in delict, under statute or otherwise) to any person who is
not a client of Citi in connection with this announcement, any statement
contained herein or otherwise.

 

Goldman Sachs International, which is authorised by the PRA and regulated by
the PRA and the FCA in the United Kingdom, is acting exclusively for Aviva and
no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than Aviva for providing the
protections afforded to clients of Goldman Sachs International, or for
providing advice in connection with the matters referred to in this
announcement.

 

Morgan Stanley & Co., which is authorised by the PRA and regulated by the
PRA and the FCA in the United Kingdom, is acting exclusively for Direct Line
and for no one else in connection with the Acquisition and neither Morgan
Stanley & Co. nor any of its affiliates, nor their respective directors,
officers, employees or agents will be responsible to anyone other than Direct
Line for providing the protections afforded to its clients or for providing
advice in relation to the Acquisition or the matters referred to in this
announcement.

 

Robey Warshaw which is authorised and regulated in the United Kingdom by the
FCA, is acting as financial adviser exclusively for Direct Line and no one
else in connection with the matters referred to in this announcement and will
not regard any other person as its client in relation to the matters referred
to in this announcement and will not be responsible to anyone other than
Direct Line for providing the protections afforded to clients of Robey
Warshaw, nor for providing advice in relation to the matters referred to in
this announcement.

 

RBC Capital Markets which is authorised by the PRA and regulated by the PRA
and the FCA in the United Kingdom, is acting exclusively for Direct Line and
for no one else in connection with the Acquisition and neither RBC Capital
Markets nor any of its affiliates, nor their respective directors, officers,
employees or agents will be responsible to anyone other than Direct Line for
providing the protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this announcement or any other
matters referred to in this announcement.

 

Overseas shareholders

 

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom, and the availability of the
Acquisition to Direct Line Shareholders who are not resident in the United
Kingdom, may be restricted by the laws of those jurisdictions and therefore
persons into whose possession this announcement comes should inform themselves
about and observe such restrictions. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person.

 

Unless otherwise determined by Aviva or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by use of mails
or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.

 

This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the United
Kingdom. Nothing in this announcement should be relied on for any other
purpose. Overseas Shareholders should consult their own professional advisers
with respect to the legal and tax consequences of the Scheme.

 

Further details in relation to Overseas Shareholders are contained in
paragraph 18 of Part II (Explanatory Statement) of the Scheme Document.

 

The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the FCA.

 

Forward-looking statements

 

This announcement, oral statements made regarding the Acquisition, and other
information published by Direct Line or Aviva may contain statements about
Direct Line or Aviva that are or may be deemed to be forward looking
statements. All statements other than statements of historical facts included
in this announcement may be forward looking statements.

 

Without limitation, any statements preceded or followed by or that include the
words "targets", "plans", "believes", "expects", "aims", "intends", "will",
"may", "shall", "should", "anticipates", "estimates", "projects", "is subject
to", "budget", "scheduled", "forecast" or words or terms of similar substance
or the negative thereof, are forward looking statements. Forward looking
statements include statements relating to the following: (i) the ability to
complete the Acquisition in a timely manner, (ii) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (iii)
business and management strategies and the expansion and growth of Direct
Line's or Aviva's operations and potential synergies resulting from the
Acquisition; and (iv) the effects of government regulation and/or global
and/or local economic conditions on the wider Direct Line Group's or the wider
Aviva Group's business.

 

Such forward looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Direct Line and Aviva about future events, and are therefore
subject to risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied in any
forward looking statements, including, but not limited to: the impact of
ongoing uncertain conditions in the global financial markets and the national
and international political and economic situation generally (for example, in
respect of the war in Ukraine following the Russian invasion, and/or the
conflict in the Middle East), market developments and government actions,
changes in or inaccuracy of assumptions in pricing and reserving for insurance
business, particularly with regards to lapse rates and policy renewal rates, a
cyclical downturn of the insurance industry, the impact of natural and
man-made catastrophic events (including pandemics) on Aviva's and/or Direct
Line's business activities and results of operation, the transitional,
litigation and physical risks associated with climate change, failure to
understand and respond effectively to the risks associated with
sustainability, regulatory approval of changes to the Direct Line Group's
and/or Aviva Group's internal model for calculation of regulatory capital
under the UK's version of Solvency II rules, the impact of recognising an
impairment of Direct Line's and/or Aviva's goodwill or intangibles with
indefinite lives, changes in valuation methodologies, estimates and
assumptions used in the valuation of investment securities, the effect of
legal proceedings and regulatory investigations, the impact of operational
risks, including inadequate or failed internal and external processes, systems
and human error or from external events and malicious acts (including cyber
attack and theft, loss or misuse of customer data), increased competition, the
loss of or damage to one or more key customer 12 relationships, changes to
habits, the outcome of business or industry restructuring, the outcome of any
litigation, changes in global, political, social, business and economic
conditions, changes in the level of capital investment, currency fluctuations,
changes in interest and tax rates, changes in market prices, changes in (and
to interpretations of) laws, regulations or regulatory policies, developments
in legal or public policy doctrines, technological developments, the failure
to retain key employees, or the timing and success of future offer
opportunities or major investment projects and the impact of any acquisitions
or similar transactions. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward looking
statements.

 

Such forward looking statements should therefore be construed in light of such
factors. Neither Direct Line nor Aviva, nor any of their respective associates
or directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward looking statements in this announcement will actually occur. Due to
such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of the date
hereof. All subsequent oral or written forward looking statements attributable
to any member of the Direct Line Group or the Aviva Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.

 

Direct Line and Aviva expressly disclaim any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.

 

No profit forecasts, estimates or quantified financial benefits statements

 

No statement in this announcement is intended as, or is to be construed as, a
profit forecast or profit estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or earnings per
Direct Line Share or Aviva Share for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for Direct Line Shares or Aviva Shares. No statement in
this announcement (including any statement of estimated costs savings or
synergies) is intended as a quantified financial benefits statement for the
purposes of the Takeover Code.

 

Publication on a website

 

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and any document incorporated by reference will be made available, free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Direct Line's website at
https://www.directlinegroup.co.uk/en/investors and Aviva's website at
https://www.aviva.com/investors/offer-for-direct-line-insurance-group-plc/ by
no later than 12.00 noon (London time) on the Business Day following the date
of this announcement.

 

For the avoidance of doubt, the contents of these websites are not
incorporated into, and do not form part of, this announcement.

 

General

 

If you are in any doubt as to the contents of this announcement or the action
you should take, you should consult your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser who, if you are taking
advice in the United Kingdom, is authorised pursuant to FSMA or, if you are
taking advice outside the United Kingdom, is an appropriately authorised
independent professional adviser.

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