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 1000

Jonathan Alpert

Geoff Iles

Marcus Jackson

Benjamin Ries

Sid Rishi



Deutsche Bank AG (Financial Adviser to Ageas SA/NV) +44 (0) 20 7545 8000

Marie-Soazic Geffroy

Hubert Vannier

Derek Shakespeare

Inigo de Areilza

Charles Farquhar