Ageas SA/NV confirms improved possible offer for Direct Line
Insurance Group Plc (La version française suivra)
)
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
2.4 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND
DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT
ANY OFFER WILL BE MADE.
FOR IMMEDIATE RELEASE
Ageas SA/NV confirms improved possible offer for
Direct Line Insurance Group Plc
Ageas SA/NV (“Ageas”) notes the
recent announcement by the Board of Direct Line Insurance Group Plc
(“Direct Line”) and confirms that it has submitted
an improved possible offer to the Board of Directors of Direct Line
to acquire the entire issued and to be issued share capital of
Direct Line (the “Proposed Transaction”).
Ageas confirmed on 28 February 2024 that it had
submitted a possible offer proposal (the “Initial Possible
Offer”) to the Board of Direct Line on 19 January 2024 to
acquire the entire issued and to be issued share capital of Direct
Line. Following the rejection of the Initial Possible Offer by
Direct Line on 29 January 2024, Ageas has improved the terms of its
possible offer, which were shared with the Board of Direct Line on
9 March 2024 (the “Improved Possible Offer”).
Under the terms of Ageas’ Improved Possible Offer, Direct Line
shareholders would receive:
- 120 pence in
cash for each Direct Line share; and
- One newly issued
Ageas share for every 28.41107 Direct Line shares.
Based on a Sterling to Euro exchange rate of
1.1705 and the closing price of Ageas shares on 12 March 2024,
being the last date prior to the date of this announcement, the
Improved Possible Offer has an implied value of 239 pence per
Direct Line share, representing a significant premium of 46% to
163.35 pence, being the undisturbed closing share price per Direct
Line share on the business day prior to the announcement of the
Initial Possible Offer (27 February 2024). The Improved Possible
Offer values the entire issued and to be issued ordinary share
capital of Direct Line at approximately £3,171 million.
The increase in the cash component of the
Improved Possible Offer, from 100 pence to 120 pence, allows Direct
Line shareholders to realise in cash ~73% of Direct Line’s
undisturbed share price, whilst retaining exposure to the
significant value creation upside from the delivery of cost and
capital synergies through their c.20% ownership of the enlarged
Ageas Group.
It is currently envisaged that the cash
component of the consideration and associated transaction costs
will ultimately be financed through a mix of existing cash and
newly issued debt instruments. The share consideration is intended
to be satisfied via newly issued Ageas shares.
Ageas continues to recognise the underlying
attractiveness and opportunities of the UK personal lines sector
and remains confident that the combination of Ageas’ and Direct
Line’s UK businesses will be beneficial for both Ageas and Direct
Line shareholders, providing a meaningful opportunity to unlock
shareholder value. Ageas firmly believes that Direct Line being a
part of a strong, diversified financial group will create
resilience and stability, and that it would allow Direct Line,
together with Ageas’ UK businesses, the flexibility to execute its
strategic agenda and make the optimal investments required to
future proof the business and secure being a reference UK insurance
company in personal lines in the UK.
Ageas continues to seek engagement from the
Direct Line Board ahead of the deadline of 27 March 2024 under the
Code, in order to work collaboratively towards a recommended Firm
Offer.
Commenting on the possible offer, Hans De
Cuyper, CEO of Ageas, said:
“We have made a compelling possible offer that
represents a substantial premium to Direct Line’s undisturbed share
price. Our Improved Possible Offer delivers substantial cash
proceeds to Direct Line shareholders, whilst ensuring they benefit
from the material value creation that we believe the combination of
the UK businesses of Ageas and Direct Line will deliver. We look
forward to engaging with the Direct Line Board of Directors on the
terms of our Improved Possible Offer.”
Ageas reserves the right to make an offer for
Direct Line on less favourable terms than those set out in this
announcement: (i) with the agreement or recommendation of the
Direct Line Board; (ii) if a third party announces a possible offer
or firm intention to make an offer for Direct Line which, at that
date, is of a value less than the value implied by the possible
offer; or (iii) if Direct Line announces a Rule 9 waiver pursuant
to the Code or a reverse takeover. Ageas reserves the right to
introduce other forms of consideration and/or vary the mix or form
of consideration of any offer. Ageas reserves the right to reduce
the offer consideration to take account of the value of any
dividend or other distribution which is announced, declared, made
or paid by Direct Line after the date of this announcement.
A further announcement will be made if and when
appropriate.
Additional information
Ageas continues to carefully assess the Proposed
Transaction with a disciplined focus on the strategic and financial
rationale, and there can be no certainty that an offer will be
made, even if the pre-conditions are satisfied or waived.
This announcement does not constitute an
announcement of a firm intention to make an offer under Rule 2.7 of
the Code. The announcement of a firm intention to make an offer
under Rule 2.7 of the Code remains subject to the satisfaction or
waiver by Ageas of a number of pre-conditions, including, among
others, completion of satisfactory due diligence by Ageas and
reciprocal due diligence by Direct Line, receipt of irrevocable
undertakings from each member of the Direct Line Board of Directors
who holds Direct Line shares and Direct Line shareholders to vote
in favour of the Improved Possible Offer, agreement of the detailed
terms of the Improved Possible Offer and the unanimous and
unqualified recommendation of the Board of Direct Line. Ageas
reserves the right to waive in whole or in part any
pre-conditions.
In accordance with Rule 2.6(a) of the Code,
Ageas is required, by not later than 5.00 pm (London time) on 27
March 2024, to either announce a firm intention to make an offer
for Direct Line in accordance with Rule 2.7 of the Code or announce
that Ageas does not intend to make an offer for Direct Line, in
which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies. This deadline can only be extended
with the consent of the UK Takeover Panel in accordance with Rule
2.6(c) of the Code.
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.
Disclosure requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person’s
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who
is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person’s interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made
by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure
Table on the UK Takeover Panel’s website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
No profit forecasts or
estimates
Except as otherwise set out herein, nothing in
this announcement (including any statement of estimated synergies)
is intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share or dividend per share for Ageas or
Direct Line, as appropriate, for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share or dividend per share for Ageas or
Direct Line, as appropriate.
Important informationA copy of
this announcement will be available, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, at
https://www.ageas.com/investors/webpage-related-ageass-possible-offer-direct-line
by no later than 12 noon (London time) on 14 March 2024. The
content of the website referred to in this announcement 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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