REG - Aviva PLC - Tier 2, Senior and RT1 Notes Tender Offer
19/05/2026 08:45
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RNS Number : 8996E Aviva PLC 19 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 (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW).
Aviva plc
(incorporated in England and Wales with limited liability, registered number
02468686)
announces 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
19 May 2026
Aviva plc (the Offeror) today announces 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, subject as set out 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).
The Offers are being made on the terms and subject to the satisfaction (or
waiver) of the New Financing Condition (as defined below) and the other
conditions contained in the Tender Offer Memorandum, and are subject to the
offer restrictions set out below and as more fully described in the Tender
Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum.
Rationale for the Offers
The purpose of the Offers and the planned issuance of the New Notes (as
defined below) is, amongst other things, to proactively manage the Offeror's
capital structure and expected redemption profile. The Offers also provide
Noteholders with the opportunity to sell their current holdings in the Notes
and to apply for priority in the allocation of the New Notes, as more fully
described in the Tender Offer Memorandum.
The Offeror intends to cancel any Notes purchased by it pursuant to the
Offers.
Summary of the Offers
Description of the Notes Issuer of the Notes ISIN / Common Code Outstanding Nominal Amount First Optional Call Date Maturity Date Relevant Benchmark* Purchase Spread* Amount subject to the Offer(s)
Tier 2 Notes Aviva plc XS0138717441 / 013871744 £200,000,000 16 November 2026** 14 November 2036** 6 per cent. UK Treasury Stock due December 2028 (ISIN: GB0002404191) 75 bps Any and all
Senior Notes Aviva plc XS1908273219 / 190827321 €464,002,000 Not Applicable 13 November 2027 Interpolated Mid-Swap Rate 5 bps An aggregate nominal amount of Senior Notes (converted into Sterling at the
Applicable Euro/Sterling Exchange Rate) and RT1 Notes that will be no greater
than (i) the aggregate nominal amount of the New Notes (as defined below)
(converted into Sterling at the Applicable Euro/Sterling Exchange Rate) to be
issued, less (ii) £200,000,000, and to be announced by the Offeror as further
described in the Tender Offer Memorandum
RT1 Notes Direct Line Insurance Group Limited*** XS1728036366 / 172803636 £350,000,000 7 December 2027 Not Applicable 4.25 per cent. UK Treasury Stock due December 2027 (ISIN: GB00B16NNR78) 70 bps
* The applicable Purchase Price (as defined herein)
payable for Notes of each Series accepted for purchase pursuant to the
relevant Offer will be determined in the manner described in the Tender Offer
Memorandum, by reference to the sum (annualised in the case of the Tier 2
Notes) of (i) the relevant Benchmark Security Rate (in the case of the RT1
Notes and the Tier 2 Notes) or the Interpolated Mid-Swap Rate (in the case of
the Senior Notes) and (ii) the relevant Purchase Spread. See the Tender Offer
Memorandum for further information.
** On the date of the Tender Offer Memorandum, the Offeror
has given notice to the holders of the Tier 2 Notes that, following the
occurrence of a Capital Disqualification Event (as defined in the terms and
conditions of the Tier 2 Notes (the Tier 2 Note Conditions)) in respect of the
Tier 2 Notes, all of the Tier 2 Notes that remain outstanding on 19 June 2026
will be redeemed on such date at their Special Redemption Price (to be
determined in accordance with the Tier 2 Note Conditions), together with
interest accrued to (but excluding) such redemption date. See the Tender Offer
Memorandum for further information.
*** In connection with the Offer for the RT1 Notes, the Offeror is
acting with the permission of, and as agent of, Direct Line Insurance Group
Limited. See the Tender Offer Memorandum for further information.
Purchase Prices and Accrued Interest
In respect of each Series, the Offeror will pay, for any Notes of the relevant
Series validly tendered and accepted for purchase by the Offeror pursuant to
the relevant Offer (subject to the satisfaction or waiver of the New Financing
Condition on or prior to the Settlement Date), a cash purchase price for such
Notes (each a Purchase Price) to be determined at or around 11.00 a.m. (London
time) on 29 May 2026 (the Pricing Time) in the manner described in the Tender
Offer Memorandum in accordance with standard market practice by reference to
the sum (annualised in the case of the Tier 2 Notes) (each such sum, a
Purchase Yield) of:
(a) the Purchase Spread specified in the table above; and
(b) in the case of:
(i) the RT1 Notes and the Tier 2 Notes, the relevant
Benchmark Security Rate; and
(ii) the Senior Notes, the Interpolated Mid-Swap Rate.
Each Purchase Price will be determined in accordance with market convention
and expressed as a percentage of the nominal amount of the Notes of the
relevant Series accepted for purchase pursuant to the relevant Offer (rounded
to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is
intended to reflect (I) in the case of the RT1 Notes and the Tier 2 Notes, a
yield to the First Optional Call Date for the relevant Series (as specified in
the table above) and (II) in the case of the Senior Notes, a yield to the
scheduled maturity date of the Senior Notes, in each case on the Settlement
Date equal to the relevant Purchase Yield.
Specifically, the Purchase Price applicable to the Notes of a particular
Series will equal (A) the value of all remaining payments of principal and
interest on the relevant Series up to and including the applicable First
Optional Call Date (in the case of the RT1 Notes and the Tier 2 Notes) or the
scheduled maturity date (in the case of the Senior Notes), assuming in each
case that the relevant Series is redeemed in full at its nominal amount on
such date, discounted to the Settlement Date at a discount rate equal to the
relevant Purchase Yield, minus (B) Accrued Interest for such Series.
The Offeror will also pay an Accrued Interest Payment in respect of any Series
of Notes accepted for purchase pursuant to the relevant Offer(s).
Any and All Offer for Tier 2 Notes, and Separate Notice of Redemption of
Outstanding Tier 2 Notes
If the Offeror decides to accept any validly tendered Tier 2 Notes for
purchase pursuant to the relevant Offer, it will (subject to the satisfaction
or waiver of the New Financing Condition on or prior to the Settlement Date)
accept for purchase all of the Tier 2 Notes that are validly tendered, and
there will be no scaling of any tenders of Tier 2 Notes for purchase pursuant
to the relevant Offer.
Separately, on the date of the Tender Offer Memorandum, the Offeror has given
notice to the holders of the Tier 2 Notes that, following the occurrence of a
Capital Disqualification Event (as defined in the Tier 2 Notes Conditions) in
respect of the Tier 2 Notes, the Offeror will exercise its option under the
Tier 2 Notes Conditions to redeem, on 19 June 2026, all of the Tier 2 Notes
that remain outstanding on such date. Accordingly, any Tier 2 Notes that are
not validly tendered for purchase and accepted for purchase by the Offeror
pursuant to the relevant Offer will be redeemed by the Offeror on 19 June 2026
at their Special Redemption Price (as defined in the Tier 2 Notes Conditions,
and determined by reference to the gross redemption yield of the 6 per cent.
Treasury Stock due December 2028 (ISIN: GB0002404191) plus 75 bps) together
with interest accrued to (but excluding) such redemption date.
RT1 Notes and Senior Notes Acceptance Amounts and Scaling
If the Offeror decides to accept any validly tendered RT1 Notes and/or Senior
Notes for purchase pursuant to the relevant Offer(s), it currently proposes
that the aggregate nominal amount of such Notes it will (subject to the
satisfaction or waiver of the New Financing Condition on or prior to the
Settlement Date) accept for purchase pursuant to such Offer(s) (converted, in
the case of the Senior Notes, into Sterling at the Applicable Euro/Sterling
Exchange Rate) will be no greater than (i) the aggregate nominal amount of the
New Notes (converted into Sterling at the Applicable Euro/Sterling Exchange
Rate) to be issued less (ii) £200,000,000 (the Capped Offers Maximum
Acceptance Amount), which it will announce as soon as reasonably practicable
following pricing of the New Notes, although the Offeror reserves the right,
in its sole discretion, to accept significantly more or less than (or none of)
such amount of RT1 Notes and/or Senior Notes for purchase pursuant to the
relevant Offers (the final aggregate nominal amount of such Notes accepted for
purchase pursuant to such Offers (converted, in the case of the Senior Notes,
into Sterling at the Applicable Euro/Sterling Exchange Rate) being the Capped
Offers Final Acceptance Amount).
The Offeror will determine the allocation of the Capped Offers Final
Acceptance Amount between the RT1 Notes and the Senior Notes in its absolute
discretion, and reserves the right to accept significantly more or
significantly less (or none) of either such Series as compared to the other
such Series (the final aggregate nominal amount of either such Series accepted
for purchase pursuant to the relevant Offer being a Capped Offer Series
Acceptance Amount).
If the Offeror decides to accept any validly tendered RT1 Notes or Senior
Notes for purchase pursuant to the relevant Offer and the aggregate nominal
amount of the relevant Series validly tendered for purchase is greater than
the relevant Capped Offer Series Acceptance Amount, the Offeror intends to
accept (subject to the satisfaction or waiver of the New Financing Condition
on or prior to the Settlement Date) such Notes for purchase on a pro rata
basis such that the aggregate nominal amount of such Series accepted for
purchase pursuant to the relevant Offer is no greater than the relevant Capped
Offer Series Acceptance Amount, as further described in the Tender Offer
Memorandum.
New Financing Condition
The Offeror today announces that it intends to issue new euro-denominated
fixed to floating rate dated Tier 2 notes (the New Notes), in a benchmark
size, subject to market conditions.
Whether the Offeror will accept for purchase any Notes validly tendered in the
Offers and complete any of the Offers is conditional, without limitation, on
the successful completion (in the sole determination of the Offeror) of the
issue of the New Notes (the New Financing Condition), unless the New Financing
Condition is waived by the Offeror.
Even if the New Financing Condition is satisfied (or waived), the Offeror is
under no obligation to accept for purchase any Notes validly tendered pursuant
to the Offers. The acceptance for purchase by the Offeror of Notes validly
tendered pursuant to the Offers is at the sole discretion of the Offeror and
tenders may be rejected by the Offeror for any reason.
Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in the base prospectus dated 11 March 2026,
as supplemented by the supplementary prospectus dated 15 May 2026, and (once
published) the applicable final terms to be prepared in connection with the
issue of the New Notes and their admission to the Official List of the
Financial Conduct Authority and admission to trading on the main market of the
London Stock Exchange plc (together, the Prospectus), and no reliance is to be
placed on any representations other than those contained in the Prospectus.
Noteholders who may wish to subscribe for New Notes should carefully consider
all of the information in the Prospectus including (but not limited to) the
risk factors therein.
For the avoidance of doubt, the ability to purchase New Notes is subject to
all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder and the
selling restrictions set out in the Prospectus). It is the sole responsibility
of each Noteholder to satisfy itself that it is eligible to purchase the New
Notes. The New Notes have only been and shall only be offered in conformity
with the provisions of the Prospectus and the selling restrictions contained
therein.
The New Notes are not being, and will not be, offered or sold in the United
States. Nothing in the Tender Offer Memorandum constitutes an offer to sell or
the solicitation of an offer to buy the New Notes in the United States or any
other jurisdiction. Securities may not be offered, sold or delivered in the
United States absent registration under, or an exemption from the registration
requirements of, the United States Securities Act of 1933, as amended (the
Securities Act). The New Notes have not been, and will not be, registered
under the Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or delivered,
directly or indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities
Act).
UK MiFIR product governance - The target market for the New Notes is only
eligible counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No.
600/2014 as it forms part of the domestic law of the United Kingdom (the UK)
by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR) (all
distribution channels).
MiFID II product governance - The target market for the New Notes is eligible
counterparties and professional clients only, each as defined in Directive
2014/65/EU (as amended, MiFID II) (all distribution channels).
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Notes are not intended
to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European
Economic Area (EEA). For these purposes, a retail investor means a person who
is one (or both) of: (i) a retail client as defined in point (11) of Article
4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU)
2016/97, where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No. 1286/2014 (as amended,
the PRIIPs Regulation) for offering or selling the New Notes or otherwise
making them available to retail investors in the EEA has been prepared and
therefore offering or selling the New Notes or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Notes are not intended
to be offered, sold, distributed or otherwise made available to and should not
be offered, sold, distributed or otherwise made available to any retail
investor in the UK. For these purposes, a retail investor means a person who
is not a professional client, as defined in point (8) of Article 2(1) of UK
MiFIR. Consequently, no disclosure document required by the FCA Product
Disclosure Sourcebook (DISC) for offering, selling or distributing the New
Notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering, selling or distributing the New Notes or
otherwise making them available to any retail investor in the UK may be
unlawful under DISC and the Consumer Composite Investments (Designated
Activities) Regulations 2024.
See the Prospectus for further information.
No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities.
Allocation of the New Notes
When considering the allocation of the New Notes, the Offeror may give
preference to those Noteholders who, prior to such allocation, have informed
any Dealer Manager that they have validly tendered or have given a firm
intention to any Dealer Manager that they intend to tender their Notes for
purchase pursuant to the relevant Offer(s). Therefore, a Noteholder who wishes
to subscribe for New Notes in addition to tendering its existing Notes for
purchase pursuant to the relevant Offer(s) may be eligible to receive, at the
sole and absolute discretion of the Offeror, priority in the allocation of the
New Notes, subject to the issue of the New Notes, the selling restrictions set
out in the Prospectus, and such Noteholder making a separate application for
the purchase of such New Notes to any Dealer Manager (in its capacity as a
joint lead manager of the issue of the New Notes) in accordance with the
standard new issue procedures of such Dealer Manager (in such capacity). Any
such preference will, subject to the sole and absolute discretion of the
Offeror, be applicable up to the aggregate nominal amount of Notes tendered by
such Noteholder (or in respect of which such Noteholder has indicated a firm
intention to tender as described above) pursuant to the relevant Offer(s) (or,
where applicable, its euro equivalent determined by the Offeror in its sole
discretion). However, the Offeror is not obliged to allocate any New Notes to
a Noteholder who has validly tendered or indicated a firm intention to tender
its Notes for purchase pursuant to the relevant Offer(s) and, if any such New
Notes are allocated, the nominal amount thereof may be less or more than the
nominal amount of Notes tendered by such Noteholder and accepted for purchase
by the Offeror pursuant to the relevant Offer(s) (or, where applicable, its
euro equivalent). Any such allocation will also, among other factors, take
into account the minimum denomination of the New Notes (being €100,000).
All allocations of the New Notes, while being considered by the Offeror as set
out above, will be made in accordance with customary new issue allocation
processes and procedures in the sole and absolute discretion of the Offeror.
If a Noteholder validly tenders Notes pursuant to the relevant Offer(s), such
Notes will remain subject to such tender and the conditions of such Offer(s)
as set out in the Tender Offer Memorandum irrespective of whether that
Noteholder receives all, part or none of any allocation of New Notes for which
it has applied.
Noteholders should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Deadline for the Offers and any
Noteholder who wishes to subscribe for New Notes in addition to tendering
existing Notes for purchase pursuant to the relevant Offer(s) should therefore
provide, as soon as practicable, to any Dealer Manager any indications of a
firm intention to tender Notes for purchase pursuant to the relevant Offer(s)
and the quantum of Notes that it intends to tender.
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase
Price and Accrued Interest Payment pursuant to, the relevant Offer,
Noteholders must validly tender their Notes for purchase by delivering, or
arranging to have delivered on their behalf, a valid Tender Instruction that
is received by the Tender Agent by 4.00 p.m. (London time) on 28 May 2026,
unless the relevant Offer is extended, re-opened, amended, withdrawn and/or
terminated as provided in the Tender Offer Memorandum (the Expiration
Deadline).
Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum nominal amount
of the relevant Series of no less than the minimum denomination of such
Series, as set out in the table below, and may thereafter be submitted in any
integral multiple of the relevant permitted integral amount for such Series,
as set out in the table below, all as further described in the Tender Offer
Memorandum. A separate Tender Instruction must be completed on behalf of each
beneficial owner and in respect of each of the Senior Notes and RT1 Notes.
Series Minimum Denomination Permitted Integral Multiple
RT1 Notes £200,000 £1,000
Senior Notes €100,000 €1,000
Tier 2 Notes £10,000 £10,000
Indicative Timetable for the key events relating to the Offers
Events Times and Dates
(All times are London time)
Commencement of the Offers 19 May 2026
Offers announced. Tender Offer Memorandum available from the Tender Agent
(subject to the offer and distribution restrictions set out in the Tender
Offer Memorandum).
Pricing of the New Notes Expected to be prior to the Expiration Deadline
Expected pricing of the New Notes.
Announcement of Capped Offers Maximum Acceptance Amount
Announcement of (i) the Capped Offers Maximum Acceptance Amount for the Offers As soon as reasonably practicable following the pricing of the New Notes
in respect of the RT1 Notes and the Senior Notes; and (ii) the Applicable
Euro/Sterling Exchange Rate.
Expiration Deadline 4.00 p.m. on 28 May 2026
Final deadline for receipt of valid Tender Instructions by the Tender Agent in
order for Noteholders to be able to participate in the Offers and to be
eligible to receive the relevant Purchase Price and Accrued Interest Payment
on the Settlement Date.
Announcement of Indicative Results
Announcement by the Offeror of a non-binding indication of the levels at which Prior to the Pricing Time on 29 May 2026
it expects to set the Capped Offers Final Acceptance Amount, each Capped Offer
Series Acceptance Amount, and indicative details of any Scaling Factor
applicable to valid tenders of RT1 Notes and/or Senior Notes that will be
applied in the event that the Offeror decides to accept (subject to the
satisfaction or waiver of the New Financing Condition on or prior to the
Settlement Date) valid tenders of such Notes pursuant to the relevant
Offer(s).
Pricing Time
Determination of each Benchmark Security Rate (in respect of the RT1 Notes and At or around 11.00 a.m. on 29 May 2026
the Tier 2 Notes), the Interpolated Mid-Swap Rate (in respect of the Senior
Notes), each Purchase Yield and each Purchase Price.
Announcement of Final Results and Pricing
Announcement of whether the Offeror will accept (subject to the satisfaction As soon as reasonably practicable after the Pricing Time on 29 May 2026
or waiver of the New Financing Condition on or prior to the Settlement Date)
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.
Settlement Date 1 June 2026
Subject to the satisfaction (or waiver) of the New Financing Condition on or
prior to such date, the expected Settlement Date for the Offers.
The above times and dates are subject to the right of the Offeror to extend,
re-open, amend, withdraw and/or terminate any Offer (subject to applicable law
and as provided in the Tender Offer Memorandum). Accordingly, the actual
timetable may differ significantly from the timetable above. Noteholders are
advised to check with any broker, dealer, bank, custodian, trust company,
nominee or other intermediary through which they hold Notes when such
intermediary would need to receive instructions from a Noteholder in order for
that Noteholder to be able to participate in, or (in the limited circumstances
in which revocation is permitted) revoke their instruction to participate in,
an Offer before the deadlines set out above and in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each Clearing
System for the submission or (where permitted) revocation of Tender
Instructions will be earlier than the relevant deadlines specified above
and/or otherwise described in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offers will be
made (i) by publication through RNS (in the case of the Offers relating to the
Senior Notes and the Tier 2 Notes) and/or via the company announcement section
of the website of Euronext Dublin (in the case of the Offer relating to the
RT1 Notes) and (ii) by the delivery of notices to the Clearing Systems for
communication to Direct Participants. Such announcements may also be made on
the Informa IGM Screen Insider service and by the issue of a press release to
a Notifying News Service. Copies of all such announcements, press releases
and notices can also be obtained upon request from the Tender Agent, the
contact details for which are below. Significant delays may be experienced
where notices are delivered to the Clearing Systems and Noteholders are urged
to contact the Tender Agent for the relevant announcements during the course
of the Offers. In addition, Relevant Noteholders may contact the Dealer
Managers for information using the contact details below.
Further Information
Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for, participating in the
Offers, and to carefully consider all of the information contained therein
before making a decision whether to tender Notes pursuant to any Offer.
None of the Dealer Managers (or their respective directors, officers,
employees, agents, advisers or affiliates) has any role in relation to any
part of any Offer made to Noteholders who are not Relevant Noteholders, where
Relevant Noteholder means a Noteholder that is: (a) in a member state of the
European Union (the EU), an "eligible counterparty" or a "professional
client", each as defined in Directive No. 2014/65/EU on markets in financial
instruments (as amended from time to time); (b) in the UK, an "eligible
counterparty", as defined in the FCA Handbook Conduct of Business Sourcebook,
or a "professional client" as defined in point (8) of Article 2(1) of
Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018; or (c) in a jurisdiction outside of
the EU and the UK, an institutional holder under applicable local law and not
a retail holder.
Questions and requests for assistance in connection with (i) the Offers may be
directed to (a) the Dealer Managers by Relevant Noteholders; and (b) the
Offeror by Noteholders that are not Relevant Noteholders, and (ii) the
delivery of Tender Instructions may be directed to the Tender Agent, the
contact details for each of which are below.
THE OFFEROR
Aviva plc
80 Fenchurch Street
London EC3M 4AE
United Kingdom
THE DEALER MANAGERS
(in respect of the Offers as made to Relevant Noteholders)
Barclays Bank PLC Deutsche Bank AG, London Branch
1 Churchill Place 21 Moorfields
London E14 5HP London EC2Y 9DB
United Kingdom United Kingdom
Telephone: +44 20 3134 8515 Telephone: +44 207 545 8011
Email: eu.lm@barclays.com Attention: Liability Management Group
Attention: Liability Management Group
HSBC Bank plc J.P. Morgan Securities plc
8 Canada Square 25 Bank Street
London E14 5HQ Canary Wharf
United Kingdom London E14 5JP
Telephone: +44 20 7992 6237 United Kingdom
Attention: Liability Management, DCM Telephone: +44 207 134 2468
Email: LM_EMEA@hsbc.com
Email: liability_management_EMEA@jpmorgan.com
Attention: EMEA Liability Management Group
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
Telephone: +44 20 7677 5040
Attention: Liability Management Team, Global Capital Markets
Email: liabilitymanagementeurope@morganstanley.com
THE TENDER AGENT
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: aviva@is.kroll.com
Offer Website: https://deals.is.kroll.com/aviva
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 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. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers. If any Noteholder is in any doubt as to the
contents of this announcement and/or the Tender Offer Memorandum, or is unsure
of the impact of the Offers or the action it should take, it is recommended to
seek its own financial, legal and other advice, including in respect of any
financial, accounting, regulatory, legal and tax consequences, immediately
from its broker, bank, solicitor, accountant or other independent financial,
tax or legal adviser. Noteholders should consult with their own advisers as
needed to assist them in making an investment decision and to advise them
whether they are legally permitted to tender Notes for cash. Any individual
or company whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must contact such
entity if it wishes to tender such Notes pursuant to the Offers.
The Dealer Managers are acting exclusively for the Offeror and no one else in
connection with the arrangements described in this announcement and the Tender
Offer Memorandum and will not be responsible to any Noteholder for providing
any protections which would be afforded to clients of the Dealer Managers or
for providing advice in relation to the Offers. None of the Offeror, the
Dealer Managers or the Tender Agent (or any director, officer, employee,
agent, adviser or affiliate of any such person) has made or will make any
assessment of the merits and risks of the Offers or of the impact of the
Offers on the interests of the Noteholders, either as a class or as
individuals, and none of them makes any representation or recommendation
whatsoever regarding the Offers, or any recommendation as to whether
Noteholders should tender Notes in the Offers. None of the Offeror, the Dealer
Managers or the Tender Agent (or any of their respective directors, officers,
employees agents or affiliates) is providing Noteholders with any legal,
business, tax, investment or other advice in this announcement and/or the
Tender Offer Memorandum, and none of the Offeror, the Dealer Managers or the
Tender Agent (or any of their respective directors, officers, employees,
agents, advisers or affiliates) will have any liability or responsibility in
respect thereof.
Offer and Distribution Restrictions
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 nor the Tender Offer Memorandum constitutes an offer to buy
or a solicitation of an offer to sell Notes (and tenders of Notes in the
Offers will not be accepted from any Noteholders) in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a licensed
broker or dealer and any Dealer Manager or any of the Dealer Managers'
respective affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or
such affiliate, as the case may be, on behalf of the Offeror in such
jurisdiction (but only to any Noteholder that is a Relevant Noteholder).
Nothing in this announcement and/or the Tender Offer Memorandum or the
electronic transmission hereof or thereof constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States or any
other jurisdiction. No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of securities.
The minimum denomination of the New Notes will be €100,000.
In addition to the representations referred to below in respect of the United
States, each Noteholder participating in the Offers will also be deemed to
give certain representations in respect of the other jurisdictions referred to
below and generally as set out in "Procedures for Participating in the Offers"
in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to
the Offers from a Noteholder that is unable to make these representations will
not be accepted. Each of the Offeror, each Dealer Manager and the Tender
Agent reserves the right, in its absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Offers, whether
any such representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Offeror determines (for any
reason) that such representation is not correct, such tender shall not be
accepted.
United States
The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication. The Notes may not be tendered
in the Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the United
States. Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offers are not
being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to any
persons located or resident in the United States. Any purported tender of
Notes in any of the Offers resulting directly or indirectly from a violation
of these restrictions will be invalid and any purported tender of Notes made
by a person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.
Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. persons (as defined in
Regulation S under the Securities Act (each a U.S. Person)). Securities may
not be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act. The New
Notes have not been, and will not be, registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold or delivered, directly or indirectly, in the
United States or to, or for the account or benefit of, U.S. Persons.
Each Noteholder participating in an Offer will represent that it is not
located in the United States and is not participating in such Offer from the
United States, or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate
in such Offer from the United States. For the purposes of this and the above
two paragraphs, United States means 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 and the District of Columbia.
Italy
None of the Offers, this announcement, the Tender Offer Memorandum or any
other document or materials relating to the Offers have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each
Offer is being carried out in the Republic of Italy (Italy) as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Noteholders or beneficial owners of the Notes that are located in
Italy can tender some or all of their Notes for purchase in the Offers through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offers.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers is not being made, and
such documents and/or materials have not been approved, by an authorised
person for the purposes of section 21 of the Financial Services and Markets
Act 2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial
promotion is only being made to, and may only be acted upon by, those persons
in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion
Order)) or persons who are within Article 43 of the Financial Promotion Order
or any other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France
The Offers are not being made, directly or indirectly, to the public in the
Republic of France (France). This announcement, the Tender Offer Memorandum
and any other document or material relating to the Offers may be distributed
in France only to qualified investors (investisseurs qualifiés) as defined in
Article 2(e) of Regulation (EU) No. 2017/1129. None of this announcement, the
Tender Offer Memorandum or any other such document or material has been or
will be submitted for clearance to, nor approved by, the Autorité des
marchés financiers.
Belgium
The Offers are not being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer within the
meaning of Article I.1 of the Belgian Code of Economic Law, as amended from
time to time (a Belgian Consumer) and this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the Offers have not
been and shall not be distributed, directly or indirectly, in Belgium to
Belgian Consumers.
None of this announcement, the Tender Offer Memorandum or any other documents
or materials relating to the Offers has been notified or submitted to or will
be submitted for approval or recognition to the Belgian Financial Services and
Markets Authority (Autoriteit voor financiële diensten en markten / Autorité
des services marchés financiers) and, accordingly, the Offers may not be made
in Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Offers may not be advertised and the
Offers will not be extended, and none of this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the Offers
(including any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available, directly or
indirectly, to any person in Belgium other than "qualified investors" in the
sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of
placement instruments and the admission to trading of placement instruments on
regulated markets, acting on their own account. Insofar as Belgium is
concerned, this announcement and the Tender Offer Memorandum have been issued
only for the personal use of the above qualified investors and exclusively for
the purpose of the Offers. Accordingly, the information contained in this
announcement and the Tender Offer Memorandum may not be used for any other
purpose or disclosed to any other person in Belgium.
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
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