TIDMESUR
RNS Number : 2482M
esure Group plc
11 October 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. THIS ANNOUNCEMENT
IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT
ACQUIRE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE
BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS TO BE
PUBLISHED BY GOCOMPARE.COM GROUP PLC IN DUE COURSE SOLELY IN
CONNECTION WITH THE ADMISSION OF ITS SHARES TO TRADING ON THE MAIN
MARKET FOR LISTED SECURITIES OF THE LONDON STOCK EXCHANGE
("ADMISSION").
esure Group plc
11 October 2016
Update on Proposed Demerger of Gocompare.com Group plc
On 13 September 2016, the esure Group plc ("esure" or the
"Group") Board announced the conclusion of its strategic review and
its intention to pursue a demerger of Gocompare.com Group plc
("Gocompare.com") from the Group through a separate listing on the
main market of the London Stock Exchange (the "Demerger").
The Demerger is conditional, inter alia, upon the approval of
esure Shareholders at a general meeting to be held on 1 November
2016.
The Group announces that a circular outlining the details of the
Demerger, the resolutions to be considered at the general meeting
and incorporating the notice of that meeting to esure shareholders
(the "Circular") has been published and will be distributed to
esure shareholders together with Forms of Proxy for that meeting
today.
In addition, a prospectus relating to the admission to the
premium listing segment of the Official List and to trading on the
London Stock Exchange of Gocompare.com (the "Prospectus") has been
published by Gocompare.com today.
The Demerger will be implemented by esure making an interim
in-specie distribution of Gocompare.com Shares, immediately prior
to Admission, to Shareholders who are registered on the esure Share
Register at the Record Time, who will receive one Gocompare.com
Share for each esure Share held by them at the Record Time.
Expected Timetable
The expected timetable of principal events is:
Event Time and date(1)(2)
Gocompare.com presentation 3:00pm on 11 October
2016
esure General Meeting 11:00am on 1 November
2016
Record Time 6:00pm on 2 November
2016
In-specie distribution 3 November 2016 (immediately
of Gocompare.com Shares prior to Admission)
to esure Shareholders
Admission and commencement 8:00am on 3 November
of dealings in Gocompare.com 2016
Shares on the London Stock
Exchange
CREST accounts credited 8:00am on 3 November
in respect of Gocompare.com 2016
Shares in uncertificated
form
Latest date for despatch 10 November 2016
of definitive share certificates
(where applicable) for
Gocompare.com Shares in
certificated form
Notes
1) Times and dates set out in the timetable above and mentioned
throughout the prospectus that fall after the date of publication
of this prospectus are indicative only and may be subject to change
without further notice.
2) All references to time in this timetable are to London
time.
There will be an analyst and investor presentation by
Gocompare.com today at 3:00 p.m. (London time) at the offices of
Deutsche Bank AG, Winchester House, 1 Great Winchester Street,
London EC2N 2DB. The slide presentation is available on the
Gocompare.com Group website: www.gocomparegroup.com.
A copy of the Circular is available on esure's website:
www.esuregroup.com.
A copy of the Circular will be available for inspection at the
registered office of esure at The Observatory, Castlefield Road,
Reigate, Surrey RH2 0SG, United Kingdom and at the offices of
Slaughter and May, One Bunhill Row, London EC1Y 8YY, United Kingdom
during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) for a period of 28 days from the date of
publication of the Circular.
A copy of the Prospectus is available on Gocompare.com's
website: www.gocomparegroup.com
A copy of the Prospectus will be available for inspection at the
registered office of Gocompare.com at Imperial House, Imperial Way,
Newport, Gwent NP10 8UH, United Kingdom and at the offices of
Slaughter and May, One Bunhill Row, London EC1Y 8YY, United Kingdom
during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) for a period of 28 days from the date of
publication of the Prospectus.
Unless stated otherwise, capitalised terms used in this
announcement shall have the same meanings as in the Circular.
For further information:
Chris Wensley Emma Banks
Head of Investor Relations Head of Corporate Communications
& Corporate Strategy t: 01737 235107
t: 01737 641324 e: emma.banks@esure.com
e: investor.relations@esuregroup.com
Nick Wrighton Chris Barrie / Grant
Chief Financial Officer, Ringshaw
Gocompare.com Citigate Dewe Rogerson
t: 01633 655051 t: 0207 638 9571
e: IR@gocompare.com e: esure@citigatedr.co.uk
Tadhg Flood / Claire Brooksby
Deutsche Bank
t: 020 7545 8000
Notes to editors:
Gocompare.com
Gocompare.com operates a leading UK price comparison website,
www.gocompare.com, which attracts approximately 5 million visits
every month. Gocompare.com offers a free online service that is
designed to save consumers money. Gocompare.com enables consumers
to compare the prices and features of more than 40 products in a
quick and easy way.
In the first full year of the esure Group's ownership of
Gocompare.com, the marketing strategy has been reinvigorated
driving growth in insurance comparison, the cost base restructured,
and focus given to a wider range of products. In 2015,
Gocompare.com achieved income of GBP118.9 million. At the 30 June
2016, the Gocompare.com gross assets, the subject of the
transaction, were GBP32.0 million. Gocompare.com's profit before
tax attributable to the assets, subject of the transaction, was
GBP23.3 million for the full year ended 2015.
Gocompare.com has a highly experienced, talented and motivated
team based in Newport, which has been strengthened by the
appointment of Matthew Crummack as Chief Executive Officer in June
2016.
Cautionary statements
This announcement does not constitute an offer of securities for
sale or a solicitation of an offer to purchase securities in any
jurisdiction nor shall it (or any part of it) or the fact of its
distribution, form the basis of, or be relied on in connection
with, any contract therefor.
The shares of Gocompare.com Group plc have not been, and will
not be, registered under the US Securities Act of 1933, as amended
(the "US Securities Act"), and may not be offered or sold in the
United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act.
No offer of shares of Gocompare.com Group plc will be made as
part of the Demerger and the Gocompare.com Group plc prospectus
referred to above will be issued solely in connection with
Admission.
Certain statements made in this announcement are forward-looking
statements. Such statements are based on current expectations and
assumptions and are subject to a number of known and unknown risks
and uncertainties that may cause actual results, performance or
achievements of the Group or industry results to differ materially
from any future events, results, performance or achievements
expressed or implied by such forward-looking statements. Persons
receiving this announcement should not place undue reliance on any
forward-looking statements. Unless otherwise required by applicable
law, regulation or accounting standard, esure disclaims any
obligation or undertaking to update or revise any forward-looking
statements, whether as a result of new information, future
developments or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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