Result of General Meeting

Direct Line Insurance Group PLC

19 October 2023

 

General Meeting Poll Result for Direct Line Insurance Group plc

19 October 2023

Direct Line Insurance Group plc (the "Company") announces that the resolution proposed to shareholders at its General Meeting today was carried by the requisite majority on a poll. 

The Company is therefore pleased to confirm that it has satisfied the condition to the sale of its brokered commercial insurance business lines (the "Brokered Commercial Insurance Business") to RSA Insurance Limited, a wholly-owned subsidiary of Intact Financial Corporation, for an initial consideration of £520 million (the "Initial Consideration"), with a potential further consideration of up to £30 million (the "Additional Consideration"), contingent upon certain earn-out provisions relating to the financial performance of the Brokered Commercial Insurance Business (the "Transaction"). In addition to receiving the Initial Consideration and the potential Additional Consideration, the Company estimates that over time it will release capital within the Continuing Group of in the region of c.£270 million of which an estimated c.£170 million will be released following the payment of the Initial Consideration.

The Company will receive the Initial Consideration within 5 business days, in accordance with the terms of the transaction documentation. The Initial Consideration after associated costs and tax, together with the regulatory capital release will provide a significant uplift to the Continuing Group's pro-forma solvency capital ratio, and this uplift is expected to be approximately 45 percentage points. Further details regarding the financial impacts of the Transaction are available in the shareholder circular relating to the Transaction.

The following table shows the votes cast for the resolution:

Resolution		For	% of votes cast	Against	% of votes cast	Total votes	% of issued share capital voted	Votes withheld
1.	To approve the Transaction	1,035,513,463	99.97	361,755	0.03	1,035,875,218	78.99%	401,021

NOTES:

1.   Votes "For" and "Against" are expressed as a percentage of votes cast.

2.   Votes "For" include discretionary votes.

3.   A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

4.   The total number of ordinary shares in issue on 19 October 2023 was 1,311,388,157. Ordinary shareholders are entitled to one vote per share held. 

5.   To view the full wording of the resolution, please refer to the Shareholder Circular published on 3 October 2023, which is available on the Company's website.

In accordance with the UK Listing Authority's Listing Rule 9.6.2, a copy of the resolution has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Capitalised terms in this announcement shall bear the meanings given to such terms in the Shareholder Circular published on 3 October 2023.  

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]

LEI: 213800FF2R23ALJQOP04

FORWARD-LOOKING STATEMENTS DISCLAIMER

Certain information contained in this document, including any information as to the Group's strategy, plans or future financial or operating performance, constitutes "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "aims", "ambition", "anticipates", "aspire", "believes", "continue", "could", "estimates", "expects", "guidance", "intends", "may", "mission", "outlook", "over the medium term", "plans", "predicts", "projects", "propositions", "seeks", "should", "strategy", "targets", "vision", "will" or "would" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They may appear in several places throughout this document and include statements regarding intentions, beliefs or current expectations, including of the Directors, concerning, among other things: the Group's results of operations, financial condition, prospects, growth, strategies, the industry in which the Group operates and the Group's approach to climate related matters. Examples of forward-looking statements include financial targets which are contained in this document with respect to return on tangible equity, solvency capital ratio, combined operating ratio, percentage targets for current year contribution to operating profit, prior-year reserve releases, cost reductions, reduction in expense ratio, investment income yield, net realised and unrealised gains, capital expenditure and risk appetite range; and targets, goals and plans relating to climate and the Group's approach and strategy in connection with climate-related risks and opportunities. By their nature, all forward-looking statements involve risk and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and/or are beyond the Group's control and/or they rely on assumptions that may or may not transpire to be correct. Forward-looking statements are not guaranteeing future performance.

The Group's actual results of operations, financial condition and the development of the business sector in which the Group operates may differ materially from those suggested by the forward-looking statements contained in this document, for example directly or indirectly as a result of, but not limited to:

-     United Kingdom ("UK") domestic and global economic business conditions;

-     the direct and indirect impacts and implications of the coronavirus Covid-19 pandemic on the economy, nationally and internationally, on the Group, its operations and prospects, and on the Group's customers and their behaviours and expectations;

-     the Trade and Cooperation Agreement between the UK and the European Union ("EU") regarding the terms of the trading relationships between the UK and the EU and its implementation, and any subsequent trading and other relationship arrangements between the UK and the EU and their implementation;

-     the terms of trading and other relationships between the UK and other countries following Brexit;

-     the impact of the FCA's PPR regulations and of responses by insurers, customers and other third parties and of interpretations of such rules by any relevant regulatory authority;

-     market-related risks such as fluctuations in interest rates, exchange rates and credit spreads, including those created or exacerbated by the war in Ukraine following the Russian invasion;

-     the policies and actions and/or new principles, rules and/or regulations, of regulatory authorities and bodies, and of changes to, or changes to interpretations of, principles, rules and/or regulations (including changes made directly or indirectly as a result of Brexit or related to capital and solvency requirements or related to the Ogden discount rates or made in response to the Covid-19 pandemic and its impact on the economy and customers) and of changes to law and/or understandings of law and/or legal interpretation following the decisions and judgements of courts;

-     the impact of competition, currency changes, inflation and deflation;

-     the timing, impact and other uncertainties of future acquisitions, disposals, partnership arrangements, joint ventures or combinations within relevant industries; and

-     the impact of tax and other legislation and other regulation and of regulator expectations, interventions, enforcements, fines and requirements and of court, arbitration, regulatory or ombudsman decisions, judgements and awards (including in any of the foregoing in connection with the Covid-19 pandemic) in the jurisdictions in which the Group and its affiliates operate.

In addition, even if the Group's actual results of operations, financial condition and the development of the business sector in which the Group operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements contained in this document reflect knowledge and information available as of the date of preparation of this document. The Group and the Directors expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, unless required to do so by applicable law or regulation. Nothing in this document constitutes or should be construed as a profit forecast.

Neither the content of Direct Line Insurance Group's website nor the content of any other website accessible from hyperlinks on the Group's website is incorporated into, or forms part of, this document.

 

END