Aviva announces final results of its tender offers

RNS Number : 1633S

Aviva PLC

12 March 2021

 

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

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, 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 with limited liability, registered number 2468686)

announces the final results of its tender offers for certain series of Euro
and Sterling denominated notes

12 March 2021

On 4 March 2021, Aviva plc (the Offeror) announced separate invitations (i) to holders of its outstanding €500,000,000 0.625 per cent. Senior Notes due 2023 (ISIN: XS1509003361) (the 2023 Senior Notes), €750,000,000 1.875 per cent. Senior Notes due 2027 (ISIN: XS1908273219) (the 2027 Senior Notes), £700,000,000 6.125 per cent. Tier 2 Reset Notes due 2036 (ISIN: XS0138717441) (the 2036 Tier 2 Notes), €650,000,000 6.125 per cent. Tier 2 Reset Notes due 2043 (ISIN: XS0951553592) (the 2043 Tier 2 Notes), €700,000,000 3.875 per cent. Tier 2 Reset Notes due 2044 (ISIN: XS1083986718) (the 2044 Tier 2 Notes), €900,000,000 3.375 per cent. Tier 2 Reset Notes due 2045 (ISIN: XS1242413679) (the 2045 Tier 2 Notes) and £800,000,000 6.125 per cent. Fixed Rate Perpetual Reset Subordinated Notes (ISIN: XS0177447983) (the Perpetual Notes), and (ii) to holders of the outstanding £500,000,000 8.25 per cent. Fixed Rate Subordinated Notes due 2022 (ISIN: XS0620022128) (the Friends Life Notes) of Friends Life Holdings Plc (formerly known as Friends Provident Holdings (UK) plc) (together such notes described in (i) and (ii) above, the Notes and each such series, a Series) to tender their outstanding Notes for purchase by the Offeror for cash up to an aggregate nominal amount of £800,000,000 (converted, where applicable, into Sterling at the Applicable Euro/Sterling Exchange Rate), subject as set out in the Tender Offer Memorandum dated 4 March 2021 (the Tender Offer Memorandum) prepared by the Offeror (each such invitation an Offer and together the Offers).

The Offers expired at 4.00 p.m. (London time) on 11 March 2021 (the Expiration Deadline) and the Offeror now announces the final results of the Offers. As described in the indicative results announcement earlier today, the Offeror now proposes to accept an aggregate nominal amount of Notes (converted, where applicable, into Sterling at the Applicable Euro/Sterling Exchange Rate) for purchase pursuant to the Offers of up to the increased level of approximately £1 billion.

The Offers were made on the terms and subject to the conditions contained in the Tender Offer Memorandum . Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Final Results and Pricing

The Offeror announces that it has decided to accept (i) valid tenders of 2023 Senior Notes, 2027 Senior Notes and 2043 Tier 2 Notes in full, with no pro rata scaling, and (ii) valid tenders of Perpetual Notes   subject to pro rata scaling, in each case pursuant to the relevant Offer on the basis set out in the table below, and each Series Acceptance Amount for such Notes, and the Scaling Factor that will apply to valid tenders of Perpetual Notes as a consequence, will be as set out in the table below. No valid tenders of 2036 Tier 2 Notes, Friends Life Notes or Notes with a Priority Level of 2 (being the 2044 Tier 2 Notes and the 2045 Tier 2 Notes) will be accepted for purchase pursuant to the relevant Offers.

Accordingly, the Offeror will accept approximately £1 billion in aggregate nominal amount of Notes with a Priority Level of 1 for purchase pursuant to the relevant Offers (converted, where applicable, into Sterling at the Applicable Euro/Sterling Exchange Rate, being €1.00 = £0.85611).

Pricing for the Offers in relation to the Fixed Purchase Spread Notes took place at or around 2.00 p.m. (London time) today.

A summary of the final pricing for, and results of, the Offers in relation to each Series with a Priority Level of 1 is set out in the table below.

Priority Level	Notes	Series Acceptance Amount	Scaling Factor*	Interpolated Mid-Swap Rate	Purchase Spread	Purchase Yield	Purchase Price	Aggregate nominal amount of the relevant Series outstanding post settlement of the relevant Offer
1	2023 Senior Notes	€185,127,000	Not Applicable	Not Applicable	Not Applicable	-0.45 per cent.	102.836 per cent.	€314,873,000
1	2027 Senior Notes	€285,998,000	Not Applicable	-0.192 per cent.	10 bps	-0.092 per cent.	113.153 per cent.	€464,002,000
1	2036 Tier 2 Notes	£0	0 per cent.	-	-	-	-	-
1	2043 Tier 2 Notes	€348,818,000	Not Applicable	Not Applicable	Not Applicable	-0.10 per cent.	114.367 per cent.	€301,182,000
1	Perpetual Notes	£298,010,000	53.38 per cent.	Not Applicable	Not Applicable	Not Applicable	107.95 per cent.	£501,990,000
1	Friends Life Notes	£0	0 per cent.	-	-	-	-	-

*  All valid tenders of 2023 Senior Notes, 2027 Senior Notes and 2043 Tier 2 Notes will be accepted for purchase pursuant to the relevant Offers in full, with no pro rata scaling. No valid tenders of 2036 Tier 2 Notes or Friends Life Notes will be accepted pursuant to the relevant Offer.

The Offeror will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the relevant Offers.

The Settlement Date in respect of any Notes accepted for purchase pursuant to the relevant Offers is expected to be 16 March 2021.

Citigroup Global Markets Limited (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and J.P. Morgan Securities plc (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]) are acting as Dealer Managers for the Offers made to Relevant Noteholders.

Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880; Attention: Owen Morris; Email: [e-mail]) 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 Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MAR), encompassing information relating to the final results of the Offers described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) No. 2016/1055 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Kirstine Cooper, 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 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. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes or an invitation to participate in the Offers.

 

END

 

 

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