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Direct Line Insurance Group Plc

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Direct Line Insurance Group Plc LISTING PARTICULARS DATED 3 JUNE 2020 Direct Line Insurance Group plc (incorporated with limited liability in England and Wales under the Companies Act 1985 with registered number 02280426) £260,000,000 4.000 per cent. Subordinated Tier 2 Notes due 2032 Issue Price 99.604 per cent. The £260,000,000 4.000 per cent. Subordinated Tier 2 Notes due 2032 (the “Notes”) will be issued by Direct Line Insurance Group plc (the “Issuer”) on 5 June 2020 (the “Issue Date”). The Notes will constitute direct, unsecured and subordinated obligations of the Issuer. The terms and conditions of the Notes are set out more fully in “Terms and Conditions of the Notes” below (the “Conditions”, and references to a numbered “Condition” should be read accordingly). The Notes will bear interest on their outstanding principal amount from (and including) the Issue Date at a fixed rate of 4.000 per cent. per annum. Interest will be payable on the Notes semi-annually in arrear on 5 June and 5 December (each an “Interest Payment Date”) in each year commencing on 5 December 2020, provided that payments of interest will be mandatorily deferred (i) on any Mandatory Interest Deferral Date (as defined in the Conditions) and/or (ii) if such payment could not be made in compliance with the Solvency Condition (as defined in the Conditions). Any interest which is deferred will, for so long as it remains unpaid, constitute “Arrears of Interest”. Arrears of Interest will not themselves bear interest, and will be payable as provided in Condition 6.4. Subject to compliance with the Redemption and Purchase Conditions (as defined in Condition 7.2), the Notes will be redeemed by the Issuer on 5 June 2032 (the “Maturity Date”) and may be redeemed at the option of the Issuer on any day falling in the period commencing on (and including) 5 December 2031 to (but excluding) the Maturity Date, in each case at their principal amount together with any Arrears of Interest and any other accrued and unpaid interest thereon. Upon the occurrence of certain specified events relating to taxation or following the occurrence of (or if there will occur in the forthcoming six months) a Capital Disqualification Event (as defined herein), or if a Clean-up Call Event occurs, the Issuer may elect to redeem the Notes at their principal amount together with any Arrears of Interest and any other accrued and unpaid interest thereon or (in the case of a relevant tax event or Capital Disqualification Event), to vary or substitute the Notes for Qualifying Tier 2 Notes (as defined herein), in each case subject to satisfaction of the Regulatory Clearance Condition, certain other conditions and to compliance with the Redemption and Purchase Conditions, all as more fully described in the Conditions. The Notes will be in registered form and will be issued in denominations of £200,000 and integral multiples of £1,000 in excess thereof. This document has been approved by the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) as Listing Particulars. Application has been made to Euronext Dublin for the Notes to be admitted to the official list (the “Official List”) and to trading on the Global Exchange Market of Euronext Dublin (“GEM”). References in these Listing Particulars to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on GEM. GEM is the exchange regulated market of Euronext Dublin and is not a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II”). The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons. The Notes have been assigned a rating of “Baa1” by Moody’s Investors Service Limited (“Moody’s”). Moody’s is established in the United Kingdom and is registered under Regulation (EC) No. 1060/2009 (as amended) of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the “CRA Regulation”). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. You should read the whole of this document and the documents incorporated herein by reference. In particular, your attention is drawn to the risk factors described in the section entitled “Risk Factors”, which you should read in full. Certain information in relation to the Issuer has been incorporated by reference into this document, as set out in “Documents Incorporated by Reference”. Capitalised terms used but not otherwise defined in these Listing Particulars shall, unless the context requires otherwise, have the meaning given to them in the Conditions. Global Co-ordinator to the Issuer NatWest Markets Joint Lead Managers Goldman Sachs International Morgan Stanley NatWest Markets IMPORTANT NOTICES This document constitutes the Listing Particulars in respect of the admission of the Notes to the Official List and to trading on GEM and for the purpose of giving information with regard to the Issuer and the Issuer and its subsidiaries taken as a whole (the “Group”) and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. These Listing Particulars are to be read in conjunction with all the documents which are incorporated herein by reference (see “Documents Incorporated by Reference”). These Listing Particulars do not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead Managers (as defined in “Subscription and Sale” below) to subscribe or purchase, any of the Notes. The distribution of these Listing Particulars and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession these Listing Particulars come are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of the Notes and distribution of these Listing Particulars, see “Subscription and Sale”. No person is or has been authorised to give any information or to make any representation other than those contained in these Listing Particulars in connection with the issue or sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of these Listing Particulars nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which these Listing Particulars have been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which these Listing Particulars have been most recently amended or supplemented or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. To the fullest extent permitted by law, the Joint Lead Managers accept no responsibility whatsoever for the contents of these Listing Particulars or for any other statement, made or purported to be made by a Joint Lead Manager or on its behalf in connection with the Issuer, the Group or the issue and offering of the Notes. Each Joint Lead Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of these Listing Particulars or any such statement. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other 2 jurisdiction of the United States. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons. None of the Issuer or the Joint Lead Managers is providing any advice or recommendation in these Listing Particulars on the merits of the purchase, subscription for, or investment in, the Notes or the exercise of any rights conferred by the Notes. Each potential investor in the Notes should determine the suitability of such investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information
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