REG - Aviva PLC - Indicative Results of Tender Offer

AvivaAnnouncement

29/05/2026 09:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260529:nRSc2351Ga&default-theme=true

RNS Number : 2351G  Aviva PLC  29 May 2026

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF (I) ARTICLE
7(1) OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018; AND (II) ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED
STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER
JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Aviva plc

(incorporated in England and Wales with limited liability, registered number
02468686)

announces the indicative results of, and the satisfaction of the New Financing
Condition for, the tender offers for its outstanding £700,000,000 6.125 per
cent. Fixed/Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441)
and €750,000,000 1.875 per cent. Senior Notes due 2027 (ISIN: XS1908273219)
and the outstanding £350,000,000 Fixed Rate Reset Perpetual Restricted Tier 1
Contingent Convertible Notes (ISIN: XS1728036366) of Direct Line Insurance
Group Limited

29 May 2026

On 19 May 2026, Aviva plc (the Offeror) announced separate invitations to
eligible holders of (i) its outstanding £700,000,000 6.125 per cent.
Fixed/Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441) (of
which £200,000,000 in aggregate nominal amount remains outstanding) (the Tier
2 Notes) and €750,000,000 1.875 per cent. Senior Notes due 2027 (ISIN:
XS1908273219) (of which €464,002,000 in aggregate nominal amount remains
outstanding) (the Senior Notes); and (ii) the outstanding £350,000,000 Fixed
Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (ISIN:
XS1728036366) (of which £350,000,000 in aggregate nominal amount remains
outstanding) (the RT1 Notes and, together with the Tier 2 Notes and the Senior
Notes, the Notes and each a Series) of Direct Line Insurance Group Limited
(formerly known as Direct Line Insurance Group plc), in each case to tender
their outstanding Notes for purchase by the Offeror for cash, on the terms and
subject to the satisfaction (or waiver) of the New Financing Condition and the
other conditions contained in the tender offer memorandum dated 19 May 2026
(the Tender Offer Memorandum) prepared by the Offeror (each such invitation an
Offer and, together, the Offers).

On 20 May 2026, the Offeror announced that the Capped Offers Maximum
Acceptance Amount (applicable to the Offers for the RT1 Notes and the Senior
Notes) had been set at £298,346,750 in aggregate nominal amount of the Notes.

The Offers expired at 4.00 p.m. (London time) on 28 May 2026 (the Expiration
Deadline) and the Offeror now announces the indicative results of the Offers.

Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.

Satisfaction of the New Financing Condition

The Offeror announces that settlement of the issue of the New Notes took place
on 28 May 2026. Accordingly, the New Financing Condition has been satisfied.

Indicative Non-Binding Results

As at the Expiration Deadline, the Offeror had received valid tenders for
purchase pursuant to the Offers in respect of (i) £338,285,000 in aggregate
nominal amount of the RT1 Notes; (ii) €84,839,000 in aggregate nominal
amount of the Senior Notes; and (iii) £86,200,000 in aggregate nominal amount
of the Tier 2 Notes.

The Offeror announces that, in light of the positive response to the Offers
and in the event that it decides to accept valid tenders of RT1 Notes and/or
Senior Notes for purchase pursuant to the relevant Offer(s), it intends to
exercise its right to set the Capped Offers Final Acceptance Amount at a level
that is higher than the previously announced Capped Offers Maximum Acceptance
Amount, and expects to set the Capped Offers Final Acceptance Amount at
approximately £400,001,995. Accordingly, on the basis of the Capped Offers
Final Acceptance Amount, the Offeror expects to set each Capped Offer Series
Acceptance Amount, and the applicable Scaling Factor that will be applied to
the Senior Notes as a consequence, as summarised below:

 Series        Indicative non-binding Capped Offer Series Acceptance Amount  Indicative non-binding Scaling Factor
 RT1 Notes     £338,285,000                                                  Not Applicable
 Senior Notes  €71,210,000                                                   81.9 per cent.

Noteholders should note that the above is a non-binding indication of the
level at which the Offeror expects to set the Capped Offers Final Acceptance
Amount, each Capped Offer Series Acceptance Amount and the applicable Scaling
Factor that would be applied as a consequence.

Noteholders should also note that the Offer in respect of the Tier 2 Notes is
an "any and all offer", and therefore in the event that the Offeror decides to
accept any validly tendered Tier 2 Notes for purchase pursuant to the relevant
Offer the Offeror will accept for purchase all of the Tier 2 Notes that were
validly tendered, and there will be no scaling of any tenders of Tier 2 Notes
for purchase pursuant to the relevant Offer.

Pricing and Settlement

Pricing for the Offers will take place at or around 11.00 a.m. (London time)
on 29 May 2026 (the Pricing Time).  As soon as reasonably practicable after
the Pricing Time on 29 May 2026, the Offeror will announce whether it will
accept valid tenders of Notes for purchase pursuant to all or any of the
Offers and, if so accepted, the aggregate nominal amount of Tier 2 Notes so
accepted, each Capped Offer Series Acceptance Amount, each Benchmark Security
Rate (in respect of the RT1 Notes and the Tier 2 Notes), the Interpolated
Mid-Swap Rate (in respect of the Senior Notes), each Purchase Yield, each
Purchase Price, the Scaling Factor that will be applied to any valid tenders
of RT1 Notes or Senior Notes (if applicable), and the aggregate nominal amount
of the Notes of each Series that will remain outstanding post settlement of
the Offers.

The Settlement Date in respect of any Notes accepted for purchase pursuant to
the Offers is expected to be 1 June 2026.

Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability
Management Group; Email: eu.lm@barclays.com), Deutsche Bank AG, London Branch
(Telephone: +44 207 545 8011; Attention: Liability Management Group), HSBC
Bank plc (Telephone: +44 20 7992 6237; Attention: Liability Management, DCM;
Email: LM_EMEA@hsbc.com), J.P. Morgan Securities plc (Telephone: +44 207 134
2468; Attention: EMEA Liability Management Group; Email:
liability_management_EMEA@jpmorgan.com) and Morgan Stanley & Co.
International plc (Telephone: +44 20 7677 5040; Attention: Liability
Management Team, Global Capital Markets; Email:
liabilitymanagementeurope@morganstanley.com) are acting as Dealer Managers (in
respect of the Offers as made to Relevant Noteholders).

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Arlind
Bytyqi; Email: aviva@is.kroll.com; Offer Website:
https://deals.is.kroll.com/aviva) is acting as Tender Agent for the Offers.

This announcement is released by the Offeror and contains information that
qualified or may have qualified as inside information for the purposes of (i)
Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK
MAR); and (ii) Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR),
encompassing information relating to the indicative results of the Offers
described above. For the purposes of (i) MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055; and (ii) UK MAR and Article 2 of
Commission Implementing Regulation (EU) No. 2016/1055 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018, this
announcement is made by Susan Adams, Group Company Secretary at the Offeror.

LEI Number: YF0Y5B0IB8SM0ZFG9G81

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire any securities is being made
pursuant to this announcement.  The distribution of this announcement and/or
the Tender Offer Memorandum in certain jurisdictions may be restricted by
law.  Persons into whose possession this announcement and/or the Tender Offer
Memorandum come(s) are required by each of the Offeror, the Dealer Managers
and the Tender Agent to inform themselves about, and to observe, any such
restrictions. Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to buy or a solicitation of an offer to sell Notes or an
invitation to participate in any Offer.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RTESEISAUEMSESI



            Copyright 2019 Regulatory News Service, all rights reserved