REG - Direct Line Ins Grp - Aviva Completes Acquisition of Direct Line

Direct Line InsuranceAnnouncement

02/07/2025 07:00

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RNS Number : 3812P  Direct Line Insurance Group PLC  02 July 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

2 July 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

 

AVIVA COMPLETES ACQUISITION OF DIRECT LINE

Direct Line and Aviva are pleased to announce that, following delivery of the
Court Order to the Registrar of Companies on 1 July 2025, the scheme of
arrangement has now become Effective in accordance with its terms.

Amanda Blanc, Group Chief Executive Officer, Aviva plc said:

"The completion of the acquisition of Direct Line brings together some of the
country's best-known and admired insurance brands and brilliant people to
better serve the needs of now 20 million UK customers. The transaction builds
on the excellent progress we've made at Aviva over the last five years,
accelerates our capital-light growth strategy, and puts us in a very good
position to deliver strong returns for shareholders. That is why this deal
made such sense for us and we are excited at the further opportunities this
creates for Aviva's growth."

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the circular in relation to the Scheme
published by Direct Line on 10 February 2025 (the "Scheme Document").

Settlement of consideration

A Scheme Shareholder on the Register at the Scheme Record Time, being 6:00
p.m. on 1 July 2025, will be entitled to receive 0.2867 New Aviva Shares and
129.7 pence in cash for each Scheme Share held.

Settlement of the New Aviva Shares to which any Scheme Shareholder is entitled
will be effected by the crediting of CREST accounts or despatch of
certificates for the New Aviva Shares for Scheme Shareholders holding Scheme
Shares in uncertificated form and certificate form, respectively. Settlement
of the cash element of the Offer Consideration will be effected by the
creation of an assured payment obligation in favour of the relevant CREST
account or by electronic payment mandate (or, for those Scheme Shareholders
who have not set up an electronic payment mandate, by the despatch of cheques)
for Scheme Shareholders holding Scheme Shares in uncertificated form and
certificate form, respectively. In each case settlement of consideration will
occur as soon as practicable and in any event no later than 14 days after the
Effective Date, as set out in the Scheme Document.

Suspension, de-listing and cancellation of admission to trading

The admission to trading of Direct Line Shares on the London Stock Exchange's
Main Market will be suspended with effect from 7:30 a.m. today.

It is expected that the de‐listing of Direct Line Shares from the Official
List of the Financial Conduct Authority and the cancellation of the admission
to trading of Direct Line Shares on the London Stock Exchange's Main Market
for listed securities will take effect by 8:00 a.m. on 3 July 2025.

 Admission of New Aviva Shares

Applications have been made to the Financial Conduct Authority and London
Stock Exchange for 378,143,305 New Aviva Shares with a nominal value of
32(17/19) pence each to be admitted to the Equity Shares (Commercial
Companies) category of the Official List and to trading on the Main Market,
which is expected to take effect by 8:00 a.m. on 3 July 2025. Full details of
the Acquisition are set out in the Scheme Document. All references to times in
this announcement are to London time.

 Enquiries

 Direct Line
 Media
 Anna Lucuk (Director of Corporate Affairs)                       +44 (0)7765 533 243
 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 Joint 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

 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

 

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 pursuant to the terms of the Scheme
Document which (together with the 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

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 contents of 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.

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.

 

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 Any failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. 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.

 

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 Direct Line's and/or
Aviva'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 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
(https://www.directlinegroup.co.uk/en/investors) and Aviva's website at
https://www.aviva.com/investors/offer-for-direct-line-insurance-group-plc/
(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.

 

 

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