Circular and Notice of General Meeting

Direct Line Insurance Group PLC

03 October 2023

 

3 October 2023

FOR IMMEDIATE RELEASE

THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY VOTING DECISION ON THE BASIS OF ITS CONTENTS.

DIRECT LINE INSURANCE GROUP PLC

PUBLICATION OF CLASS 1 CIRCULAR AND NOTICE OF GENERAL MEETING

On 6 September 2023, Direct Line Insurance Group plc (the "Company") announced that it had signed an agreement to sell its brokered commercial insurance business lines to RSA Insurance Limited, a wholly-owned subsidiary of Intact Financial Corporation (the "Transaction"). The Company is pleased to announce that a shareholder circular relating to the Transaction (the "Circular") has been published today, having received approval from the UK Financial Conduct Authority.

The Circular contains further details on the Transaction and, since the Transaction is conditional upon the approval of the Company's shareholders, also contains a notice convening a general meeting (the "General Meeting") of the Company which is to be held at 10.00 a.m. on 19 October 2023 at Riverbank House, 2 Swan Lane, London, EC4R 3AD. At the General Meeting, an ordinary resolution will be proposed to the Company's shareholders to approve the Transaction (the "Resolution").

The Board considers the Transaction (and the Resolution necessary to implement the Transaction) to be in the best interests of the shareholders as a whole and unanimously recommends that shareholders vote in favour of the Resolution at the General Meeting.

Shareholders will shortly be sent a copy of the Circular or an electronic notification in relation to the same, as relevant. The Circular will be made available on the Company's website, and will also be submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information, please contact:
PAUL SMITH DIRECTOR OF BUSINESS PERFORMANCE, REPORTING AND INVESTOR RELATIONS		ALAN OLIVER DIRECT LINE GROUP COMMUNICATIONS
Mobile: [phone]		Mobile: [phone]
NICK COSGROVE PARTNER, BRUNSWICK
Mobile: [phone]

Morgan Stanley                                                                                      [phone]

(Lead Financial Adviser, Joint Sponsor, and Joint Corporate Broker to Direct Line Insurance Group plc)

Paul Miller

Ben Grindley

Melissa Godoy

Sean Cox

RBC Capital Markets                                                                             [phone]

(Financial Adviser, Joint Sponsor and Joint Corporate Broker to Direct Line Insurance Group plc)

Oliver Hearsey

Elliot Thomas

Paul Lim

Goldman Sachs                                                                                     + 44 (0)20 7774 1000

(Joint Corporate Broker to Direct Line Group)

Charlie Lytle

Tom Hartley

Ashish Pokharna

Direct Line Insurance Group plc

The Company is one of the UK's leading insurance companies. The Company's vision is to create a world where insurance is personal, inclusive and a force for good. Through its well-known brands which include Direct Line, Churchill, Privilege, Darwin, and Green Flag, the Company helps people to carry on with their lives, giving them peace of mind now and in the future. Its brands offer a wide range of general insurance products across motor, home, commercial, travel, pet and rescue, both direct to customers and through price comparison websites and it underwrites insurance products distributed by its third-party partners. The Company believes that by embracing sustainable practices it creates a better corporate culture able to provide more reliable products and bring long-term rewards for its customers, people and shareholders.

For more information, please visit www.directlinegroup.co.uk/en/investors.

IMPORTANT NOTICES

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

MORGAN STANLEY DISCLAIMER

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively for Direct Line Insurance Group plc and for no one else in connection with the possible offer and neither Morgan Stanley nor any of its affiliates, nor their respective directors, officers, employees or agents will be responsible to anyone other than Direct Line Insurance Group plc for providing the protections afforded to its clients or for providing advice in relation to the possible offer, the contents of this announcement or any other matters referred to in this announcement.

RBC EUROPE DISCLAIMER

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

 

END