Not for publication or distribution directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.
This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Japan or Republic of South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction
Intention to Sell Part of Direct Line Insurance Group Plc Holding
The Royal Bank of Scotland Group plc ("RBS") announces that it intends to sell part of its shareholding in Direct Line Insurance Group plc ("Direct Line Group"). The disposal will be through a placing of shares in Direct Line Group ("Placing Shares") to institutional investors (the "Offering").
The Offering is expected to comprise 229.4 million Direct Line Group ordinary shares excluding an over allotment option (the "Base Offering"), equivalent to 15.3% of Direct Line Group's ordinary share capital. A further 22.9 million shares will be made available by RBS under an over allotment option (the "Over-allotment Option"). The offer price will be determined by means of an accelerated bookbuild offering process which is to start immediately.
A further announcement will be made following completion of the bookbuild and pricing of the Offering.
If all the Direct Line Group ordinary shares available in the Base Offering are sold, assuming no exercise of the Over-allotment Option, RBS's remaining stake would comprise 749.9 million shares, equivalent to 49.99% of Direct Line Group's issued ordinary share capital. If the Over-allotment Option is exercised in full, RBS's remaining stake would comprise 726.9 million shares, equivalent to 48.5% of Direct Line Group's issued ordinary share capital.
RBS has entered into a placing agreement with Goldman Sachs International, Morgan Stanley Securities Limited and UBS to act as joint bookrunners and placing agents in relation to the Offering. RBS has undertaken not to dispose of any further Direct Line Group shares without the consent of the joint bookrunners and placing agents for a period of 180 days following completion, subject to certain limited exceptions.
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For further information:
RBS Press Office
0131 523 4205
The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by RBS or by Goldman Sachs, Morgan Stanley and/or UBS (the "Managers") or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States except subject from an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
In member states of the European Economic Area ('EEA') which have implemented the Prospectus Directive (each, a 'Relevant Member State'), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ('Qualified Investors'). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order') or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
In connection with any Offering, each of the Managers and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Each the Managers, which is authorised and regulated in the United Kingdom by the FSA, is acting on behalf of RBS and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Placing Shares. None of the Managers will regard any other person as its client in relation to the offering of the Placing Shares.
In connection with the Offering, Morgan Stanley, 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 Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Morgan Stanley 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 Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Morgan Stanley 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 Ordinary Shares above the offer price. Save as required by law or regulation, neither Morgan Stanley nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offering.
This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", 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, include statements regarding the intentions, beliefs or current expectations concerning, amongst other things: results of operations, financial condition, prospects, growth, strategies and the industries in which Direct Line Group and RBS operate. Any forward-looking statements are subject to risks relating to future events and assumptions relating to Direct Line Group's business, in particular from changes in economic conditions, evolving business strategy, or the financial services industry. No assurances can be given that the forward-looking statements in this document will be realized. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.