Ageas reaches agreement with Bain Capital to acquire esure and establish a top-3 UK personal lines platform

Ageas and Bain Capital agree GBP 1.295 billion (c. EUR 1.510 billion) cash transaction for esure

Combination creates multi-channel motor and home insurer with broad customer appeal across the UK

Ageas announces today that it has reached an agreement with Bain Capital to acquire esure [1], a leading digital personal lines insurer with strong positioning on price comparison websites (PCW) in the UK. The proposed transaction is fully aligned with Ageas’s strategic priorities for M&A in Europe under Elevate27. It increases Ageas’s European markets presence through the acquisition of a controlled entity, reinforces its positioning in the UK, generates shareholder value from the realisation of synergies and enhances the cash generation of the Group.

The combination of Ageas UK and esure will create the third largest UK personal lines platform with a balanced and diversified distribution spanning Direct PCW, brokers and partnerships. The acquisition of esure will enable Ageas UK to accelerate the diversification of its distribution strategy into the important PCW channel in the UK market. Its underwriting footprint will widen Ageas UK’s target customer demographics and enable growth to a top-line of GBP 3.25 billion (EUR 3.8 billion) by 2028.

Ageas UK has established itself as an accomplished insurer over the past four years by focusing on profitable growth solely in the personal lines business with a specialism in broker distribution, outstanding technical insurance skills and technology, and successfully delivering insurance solutions for its distribution partners and over 4 million customers.

esure is a leading UK personal lines insurer with a fully digital distribution model through the PCW channel and three popular brands – esure, Sheilas’ Wheels and First Alternative. In 2024, esure had more than 2.1 million policies and GWP of over GBP1 billion (EUR 1.2 billion).

The acquisition of esure creates significant potential for operational synergies and capital benefits to be realised in the medium term. We expect economies of scale in our UK personal lines portfolio and the accelerated implementation of the EIS IT platform, including esure’s complementary claims module, to drive operational efficiencies and cost avoidance for Ageas UK. Continued focus on technology, data and AI is expected to create further competitive advantages. In addition, capital benefits from enhanced diversification and the inclusion of esure in Ageas’s partial internal model are expected to emerge over time.

Under the terms of the transaction, Ageas will pay Bain Capital a cash consideration of GBP 1.295 billion (EUR 1.510 billion) for esure, respecting a Solvency II target ratio of 150% as at year-end 2024.  The Group’s capital position will remain robust with Solvency II ratio expected to decrease by approximately only 10pp thanks to the inclusion of around EUR 1 billion of Own Funds instruments in the financing mix.

The transaction will be financed through a combination of surplus cash and newly issued senior and hybrid debt and/or equity within the existing authorisations and subject to market conditions. A fully underwritten 2-year bridge facility is provided by BofA Securities and Deutsche Bank Luxembourg S.A.

The integration of Ageas UK and esure is anticipated to be completed, in all material respects, during the Elevate27 strategic cycle. Entering the next strategic period, we project that the transaction will generate a full cost saving potential in excess of GBP 100 million (c. EUR 115 million) per annum, before tax. On a run-rate basis, this transaction is expected to generate an unlevered return on investment of over 12% for Ageas and an uplift in the Return on Equity of more than 1pp. It will become Holding Free Cash Flow accretive per share of c. 10% as from 2028.

The completion of the transaction is expected to occur in 2H 2025 and remains subject to regulatory approvals.

Commenting on the agreement, Hans De Cuyper, Ageas Group CEO, said: “We are delighted to have reached an agreement to acquire esure. In recent years, Ageas has experienced significant growth in the UK, making it an increasingly important part of the Group. This transaction will allow us to offer competitive value propositions to a wider customer profile via a multi-channel distribution model, positioning Ageas UK as one of the top three personal lines insurers. Acquiring esure also supports our strategic ambitions of re-balancing our Group profile towards businesses with high cash conversion. We remain, of course, committed to our Elevate27 financial objectives, including our commitment to a progressive dividend policy, and will observe the full synergies of this transaction in the forthcoming strategic period.”

Ant Middle, Ageas UK CEO, said: “esure is a significant addition to the Ageas UK business and aligns perfectly with our growth strategy. As demand for motor and home insurance grows, Ageas will be perfectly positioned to gain market share and become the insurer of choice for our existing and new customers. The combined Ageas and esure franchise will benefit from an outstanding customer offering, through market leading technology and prominent brands, that will drive our expansion into new customer demographics. Under Elevate27, we want to continue to grow our broker and partnerships personal lines business in the UK, and esure will help us to rapidly expand our direct distribution, our customer reach, and our scale overall. esure’s technical capabilities will match Ageas UK’s and will enable us to develop our well-balanced business at greater pace and serve a wider range of customers. We’re really excited for the potential this brings our UK business and wider Group.”

David McMillan, esure Group CEO, said: “This transaction brings together two highly complementary businesses and creates an even stronger platform for continued innovation, growth and excellent delivery for our customers. Combining Ageas’s scale, financial strength and excellent broker relationships with esure’s strong retail brands, market-leading data capabilities and strength on PCWs, alongside a shared technology platform, will enhance our combined ability to invest in our customer proposition and open up new opportunities for growth. I am deeply proud of what the esure team has achieved to date. We look forward to working alongside the Ageas team to build the UK’s leading personal lines insurer.”

Luca Bassi, Partner at Bain Capital, said: “We are pleased to have supported esure through its transformation and growth journey. During our ownership, esure has built the leading tech platform in UK insurance and their highly efficient operations have set a new standard for the industry. This transaction is a testament to esure’s strong market position and the state-of-the-art technology platform built under Bain Capital’s tenure, with the business now at record levels of profitability. We are confident that Ageas is the right partner to continue this legacy of success and innovation.”

BofA Securities is acting as financial adviser and Allen Overy Sherman Sterling LLP is acting as legal counsel to Ageas in relation to the transaction

Fenchurch Advisory Partners LLP and Goldman Sachs International served as financial advisers to Bain Capital and esure. Weil, Gotshal & Manges (London) LLP served as legal adviser and Norton Rose Fulbright LLP served as regulatory adviser to Bain Capital and esure.

[1] Under the terms of the transaction, Ageas will acquire 100% of the issued and to be issued share capital of Blue (BC) Topco Limited, a holding company for esure Group plc and its subsidiaries.