Indicative Result of Tender Offer

RNS Number : 1089Y

Direct Line Insurance Group PLC

01 December 2017

 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

INDICATIVE RESULTS ANNOUNCEMENT

Direct Line Insurance Group plc announces indicative results of its Tender Offer for its

£500,000,000 Fixed/Floating Rate Guaranteed Subordinated Notes due 2042

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

1 December 2017.  Direct Line Insurance Group plc (1) (the Company) announces herein the indicative results of its invitation to holders of its £500,000,000 Fixed/Floating Rate Guaranteed Subordinated Notes due 2042 (ISIN: XS0773947618) (the Notes) to tender such Notes for purchase by the Company for cash (the Offer).

The Offer was announced on 22 November 2017 and was made on the terms and subject to the conditions contained in a tender offer memorandum dated 22 November 2017 (the Tender Offer Memorandum) prepared by the Company, and was subject to the offer restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Indicative Results of the Offer

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 30 November 2017. As at the Expiration Deadline, £366,714,000 in aggregate nominal amount of the Notes had been validly tendered for purchase pursuant to the Offer.

The Company announces that, conditional upon satisfaction of the New Financing Condition, it indicatively expects to accept valid tenders of Notes pursuant to the Offer, with an indicative Final Acceptance Amount equal to £250,000,000 and an indicative Scaling Factor of 69.2691 per cent. to be applied to Tender Instructions.

Next steps

The Price Determination Time is expected to be at or around 11.00 a.m. today, with the New Issue Price Time expected to occur by 4.00 p.m. today.  The Company expects to announce the final results of the Offer as soon as reasonably practicable following the Price Determination Time.

Further information

Deutsche Bank AG, London Branch (Telephone: [phone]; Attention: Liability Management Group); HSBC Bank plc (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and The Royal Bank of Scotland plc (trading as NatWest Markets) (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]) are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited (Telephone: [phone]; Attention: Victor Parzyjagla; Email: [e-mail]) is acting as Tender Agent.

This announcement is released by Direct Line Insurance Group plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Anthony John Reizenstein, Chief Financial Officer at Direct Line Insurance Group plc.

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement.  The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

1 LEI:  213800FF2R23ALJQOP04

 

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