NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA OR JAPAN.
16 October 2012
Direct Line Insurance Group plc
Admission to Trading on the London Stock Exchange
Further to its announcement on 11 October 2012, Direct Line Insurance Group plc ("Direct Line Group" or "the Group") is pleased to announce that its ordinary share capital of 1,500,000,000 shares has today been admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities under the ticker "DLG".
ENQUIRIES
Direct Line Group:
Rob Bailhache (Director of Communications) +44 (0) 20 8313 5850
Neil Manser (Head of Investor Relations) +44 (0) 20 8285 3134
Brunswick (PR Advisors to Direct Line Group): +44 (0) 20 7404 5959
Justine Mcllroy
Tom Burns
Goldman Sachs International: +44 (0) 20 7774 1000
Todd Leland
Paul Miller
Alex Watkins (Corporate broking)
Morgan Stanley & Co. International plc: +44 (0) 20 7425 8000
William Chalmers
Chris Kaladeen
Ben Grindley (Corporate broking)
UBS Limited: +44 (0) 20 7567 8000
Patrick Porritt
Simon Lyons
Christopher Smith (Equity Capital Markets)
INTERMEDIARIES OFFER ENQUIRIES
Barclays Bank PLC and Solid Solutions Associates:
Chris Madderson (Barclays Bank PLC) +44 (0) 20 7773 2500
Nigel Morris (Solid Solutions Associates) +44 (0) 207549 1613
Capitalised terms used in this announcement have the meanings given to them in the Prospectus.
NOTES TO EDITORS
About Direct Line Group
Direct Line Group is a retail general insurer with leading market positions in the United Kingdom, a strong presence in the direct motor channel in Italy and Germany and a focused position in UK SME commercial insurance. The Group operates under highly recognised brands such as Direct Line and Churchill and is comprised of five primary segments: motor, home, rescue and other personal lines, commercial and international.
In the UK, Direct Line Group utilises a multi-brand, multi-product and multi-distribution channel business model that covers most major customer segments for personal lines general insurance. The Group also has a focused presence in the commercial market. The Group occupies leading market positions in terms of in-force policies and has the most highly recognised brands in the UK for personal motor and home insurance including Direct Line and Churchill. Other primary Direct Line Group brands include
Privilege and Green Flag; NIG, a provider of insurance solutions to UK SMEs and Direct Line For Business ("DL4B"), the Group's direct commercial brand. The Group is also a major provider of insurance through a number of strategic partnerships. In Italy and Germany the Group operates under the Direct Line brand.
Disclaimer
Neither this announcement, the publication in which it is contained nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the ''United States''). The securities referred to herein have not been and will not be registered under the applicable securities laws of the United States and, subject to certain exceptions, may not be offered or sold within the United States.
Neither this announcement, the publication in which it is contained nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Canada or Japan or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant laws of such jurisdiction. The securities referred to herein have not been and will not be registered under the applicable securities laws of Canada or Japan and, subject to certain exceptions, may not be offered or sold within Canada or Japan or to any national, resident or citizen of Canada or Japan.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The initial public offering of the Company's shares (the "Shares") (the "Offer") and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions.
Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement does not constitute an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. No securities of Direct Line Group have been, or will be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and securities of Direct Line Group may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the securities in the United States.
This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.
Any purchase of Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus and the Pricing Notification published by Direct Line Group in connection with the Offer. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.
Goldman Sachs International, Morgan Stanley & Co. International plc and Morgan Stanley Securities Limited, UBS Limited, Citigroup Global Markets Limited, HSBC Bank plc, Merrill Lynch International, BNP Paribas, Commerzbank AG, Investec Bank plc, Keefe, Bruyette & Woods Limited and RBC Europe Limited and Barclays Bank PLC (together, the "Banks"), each of which is authorised and regulated in the UK by the Financial Services Authority, are acting exclusively for Direct Line Group and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Direct Line Group for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, the Banks or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Direct Line Group or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus or the Pricing Notification to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks or any of their respective affiliates acting as investors for their own accounts. The Banks or any of their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Banks or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Direct Line Group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Offer, Goldman Sachs International, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. Goldman Sachs International will not be required to enter into such transactions and such transactions may be effected on any stock, market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Goldman Sachs International or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither Goldman Sachs International nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.