Direct Line Insurance Group plc’s £350 million RT1 notes and cash tender offer


Slaughter and May advised Direct Line Insurance Group plc on its issue of £350,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes.

The RT1 Notes are convertible into ordinary shares of Direct Line Insurance Group plc upon the occurrence of certain conversion trigger events. The Notes are listed on the Global Exchange Market of the Irish Stock Exchange. HSBC and NatWest Markets acted as joint structuring advisers and Deutsche Bank, HSBC and NatWest Markets acted as joint lead managers for the issuance.

Proceeds of the issuance were used primarily to fund the cash tender offer for Direct Line’s £500,000,000 Fixed/Floating Rate Guaranteed Subordinated Notes due 2042 (the “2042 Notes”). Direct Line accepted £250,000,000 in nominal amount of the 2042 Notes for purchase. Deutsche Bank, HSBC and NatWest Markets acted as joint dealer managers for the tender offer.

Slaughter and May advised Direct Line Insurance Group on the deal with a Capital Markets team led by Guy O’Keefe (partner, in picture), alongside Charlotte Ferard (associate); on Corporate matters acted Andy Ryde (partner), Francesca Harris (associate), Emma Girot (trainee) and Zahra Haji (trainee); and on Tax law advised Mike Lane (partner) and Sarah Osprey (associate).

Involved fees earner: Guy O’Keefe – Slaughter and May; Charlotte Ferard – Slaughter and May; Andy Ryde – Slaughter and May; Francesca Harris – Slaughter and May; Emma Girot – Slaughter and May; Zahra Haji – Slaughter and May; Mike Lane – Slaughter and May; Sarah Osprey – Slaughter and May;

Law Firms: Slaughter and May;

Clients: Direct Line;

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