the votes

The two votes and their potential outcomes

Our members can help shape the future of LV=

Eligible voting members will be able to have their say about our proposals for Bain Capital to acquire LV= via a member vote taking place on 10 December 2021. Member Vote Packs are being delivered to members and should arrive no later than 18 November.

Voting eligibility in a nutshell

A recap on the votes

Vote 1

Vote 1 is to agree that Bain Capital will acquire the LV= business for an expected purchase price of £530m, plus interest. If Vote 1 is approved, the transaction will definitely go ahead. Bain Capital will become the sole owner of LV= and we would no longer be a mutual in structure.

As this is a Special Resolution, how we conduct the vote is governed by our Articles of Association. Therefore, to be able to vote at the Special General Meeting we are holding for Vote 1, members who can vote need to have held a member-qualifying product with us for a continuous 12-month period. Only these members will be able to vote for Vote 1. If you are eligible we will have attached the green Vote 1 voting form to your letter.

If Vote 1 is approved it means that members agree to Bain Capital acquiring the LV= business and the transaction will go ahead irrespective of the outcome of Vote 2. How this transaction will be completed depends on the outcome of Vote 2.

Vote 2

Vote 2 is to approve the most efficient and effective way to complete the transaction with Bain Capital. This would be achieved through a legal process known as a Part VII transfer – a common way of transferring ownership of an insurance business.

To achieve this we need to amend Article 14.23 which removes the 50% minimum turnout threshold required for a vote on transactions such as these - transferring our business to a company that is not a mutual. This will be done via a Scheme of Arrangement.

As this vote is a Resolution to consider a Scheme of Arrangement, how we conduct the vote is overseen by the Court. Therefore, we are asking all members* to vote on this proposal, not just those that have been a member for a continuous 12-month period. This is so that as many of our members as possible have a say in this change. Around 80,000 of our members will only have received the blue Vote 2 voting form in their letter.

*There are a small number of members who joined LV= too late for us to send them a voting pack and they will not be permitted to vote.

If members approve Vote 2 and the Scheme of Arrangement is approved by the Court it means we can complete the transaction with Bain Capital in the most efficient and beneficial way for members and the business – by doing a Part VII transfer.

Voting outcomes explained

For our proposals to be completed in full, Vote 1 and Vote 2 would first need to be approved by members, and then both the Scheme of Arrangement and the Part VII Scheme need to be approved by the Court. Below you can read more about how the different voting outcomes will affect our proposals

Voting outcomes  Next steps in the process  One-off member payment  Payout enhancement* 
Vote 1: Approved by members

Vote 2: Approved by both members and the Court 
Bain Capital would become the owner of LVLC and LVAS.
We would then begin the Part VII transfer to transfer all existing LVFS policies to LVLC.  
£100 0.1%
Vote 1: Approved by members

Vote 2: Not approved by either members and the Court  
Bain Capital would become the owner of LVLC and LVAS.
We would not complete a Part VII transfer. The transaction with Bain Capital would go ahead in a different way. 
£60  0.1% 
Vote 1: Not approved by members

Vote 2: Approved by both members and the Court  
We would not complete the transaction with Bain Capital. The Board would need to reassess future strategic options. We would amend Article 14.23 to remove the 50% minimum turnout threshold for future proposed transfers to non-mutuals.  £0  0% 
Vote 1: Not approved by members

Vote 2: Not approved by either members and the Court 
We would not complete the transaction with Bain Capital. The Board would need to reassess future strategic options. We would not amend Article 14.23. This could limit LV=‘s future strategic options as there would still be an unrealistically high turnout threshold for future proposed transfers to non-mutuals.  £0  0% 

Voting outcomes  Next steps in the process  One-off member payment  Payout enhancement* 
Vote 1: Approved by members

Vote 2: Approved by both members and the Court 
Bain Capital would become the owner of LVLC and LVAS.
We would then begin the Part VII transfer to transfer all existing LVFS policies to LVLC.  
£100 0.1%
Vote 1: Approved by members

Vote 2: Not approved by either members and the Court  
Bain Capital would become the owner of LVLC and LVAS.
We would not complete a Part VII transfer. The transaction with Bain Capital would go ahead in a different way. 
£60  0.1% 
Vote 1: Not approved by members

Vote 2: Approved by both members and the Court  
We would not complete the transaction with Bain Capital. The Board would need to reassess future strategic options. We would amend Article 14.23 to remove the 50% minimum turnout threshold for future proposed transfers to non-mutuals.  £0  0% 
Vote 1: Not approved by members

Vote 2: Not approved by either members and the Court 
We would not complete the transaction with Bain Capital. The Board would need to reassess future strategic options. We would not amend Article 14.23. This could limit LV=‘s future strategic options as there would still be an unrealistically high turnout threshold for future proposed transfers to non-mutuals.  £0  0% 

The votes - your questions answered

What makes a member eligible to vote?
Do you need a certain number of members to vote?
Do you need a certain number of members to vote?
How many members who vote need to vote in favour in order for Vote 1 and Vote 2 to be passed?
What are Articles or Articles of Association?
What is a Scheme of Arrangement?
Is there a value attached to each member vote for Vote 2?
Who is the Court and how is it involved with Vote 2?
If Vote 1 is passed and Vote 2 is not approved why is the one-off member payment less?

Contact Us

We're here for you if you have any concerns or questions

Call us

0800 066 5373

Non-profit members - Press option 1 
With-profits members - Press option 2 

Our phone line is open:
8am – 7pm Monday to Friday
9am – 1pm on Saturday

We’ve extended our usual opening hours to provide additional member information and support on our proposals.

For Textphone first dial: 18001. We will record and/or monitor calls for training and audit purposes

Email us

Non-profit members please email [email protected]

With-profits members please email [email protected]

Register for a webinar

Non-Profit Member Webinar

Register for the Non-Profit Member Webinar on 29 November 2021 at 11am

With-Profits Member Webinar

Register for the With-Profits Member Webinar on 29 November 2021 at 2.30pm

Q&A sessions

We’re running three virtual member Q&A sessions on 22 November, 3 December and 6 December.

Register for a member Q&A session

Write to us

LV=, Proposals for change, County Gates, Bournemouth, Dorset, BH1 2NF.