Form 8 (OPD) Aviva plc

Aviva PLC

10 December 2024

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	AVIVA PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	AVIVA PLC
(d) Is the discloser the offeror or the offeree?	OFFEROR / OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	9 DECEMBER 2024
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES / NO / N/A DIRECT LINE INSURANCE GROUP PLC

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	32 17/19p Ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	751,628	0.02
(2) Cash-settled derivatives:	6,217,555*	0.23
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	6,969,183	0.26

*Synthetic warrants issued by BofA Merril Lynch and HSBC. Aviva has no voting authority over these warrants.

Issuer	Issue Date	Exercise/Expiration Date	Settlement Date
BofA Merril Lynch	25 Jan 2024	31 Jan 2025	11 Feb 2025
HSBC	27 Nov 2024	20 Feb 2025	27 Feb 2025

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a) Interests in Aviva Plc ("Aviva") securities held by directors of Aviva and their close relatives and related trusts. Class of relevant securities 32 17/19p Ordinary Name Number of Aviva securities held Percentage of issued capital Cheryl Agius 15,000 0.00 Amanda Blanc 1,410,276* 0.05 Andrea Blance 34,710** 0.00 Ian Clark 0 0.00 George Culmer 210,175 0.00 Patrick Flynn 7,600*** 0.00 Shonaid Jemmett-Page 10,919**** 0.00 Charlotte Jones 29,019***** 0.00 Mohit Joshi 65,089 0.00 Pippa Lambert 16,898 0.00 Jim McConville 14,186****** 0.00 Michael Mire 38,000 0.00 Neil Morrison 100,000 0.00 *This includes 1,366,128 ordinary shares held by Amanda Blanc and 44,148 ordinary shares held by her close relative. **This includes 30,000 ordinary shares held by Andrea Blance and 4,710 ordinary shares held by her close relatives. ***This includes 7,600 ordinary shares held by Patrick Flynn's close relative. ****This includes 5,925 ordinary shares held by Shonaid Jemmett-Page and 6,354 ordinary shares held by her close relatives. *****This includes 22,019 ordinary shares held by Charlotte Jones and 7,000 ordinary shares held by her close relative. ****** This includes 4,560 ordinary shares held by Jim McConville and 9,626 ordinary shares held by his close relative. (b) Awards over Aviva share held by directors of Aviva and their close relatives and related trusts. Class of relevant securities 32 17/19p Ordinary Name Scheme Number of Aviva shares under award Exercise Price per share (£) Grant Date Vesting Date* Amanda Blanc Aviva Annual Bonus Plan ("AABP") 113,938.51 N/A 21 March 2022 21 March 2025 AABP 252,776.12 N/A 20 March 2023 21 March 2025 20 March 2026 AABP 278,500.36 N/A 25 March 2024 28 March 2025 27 March 2026 25 March 2026 Long Term Incentive Plan ("LTIP") 1,016,151.34 N/A 21 March 2022 21 March 2025 LTIP 1,024,506.25 N/A 20 March 2023 20 March 2026 LTIP 830,283.10 N/A 25 March 2024 25 March 2027 Charlotte Jones AABP 35,734.94 N/A 20 March 2023 21 March 2025 20 March 2026 AABP 132,662.74 N/A 25 March 2024 28 March 2025 27 March 2026 25 March 2027 LTIP 416,343.91 N/A 5 September 2022 21 March 2025 LTIP 431,684.46 N/A 20 March 2023 20 March 2026 LTIP 349,685.03 N/A 25 March 2024 25 March 2027

*AABP vests annually in three equal tranches. (c) Interests in Aviva securities held by persons acting in concert with Aviva Class of relevant securities American Depositary Receipts Name Number Percentage Folio Investments, Inc. 58 0.00

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	YES

Date of disclosure:	10 DECEMBER 2024
Contact name:	NEIL WHITTAKER
Telephone number:	020 7528 2115

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the "Code")

1.         KEY INFORMATION

Full name of person making disclosure:	GOLDMAN SACHS BANK EUROPE SE
Name of offeror/offeree in relation to whose relevant securities this form relates:	AVIVA PLC

2.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS

Class of relevant security:	32 17/19p ordinary
	Number	%
Securities borrowed:	3	0
Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement):	1,017,600	0.03

Details of borrowed relevant securities which have been either on-lent or sold do not need to be disclosed.

3.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS

Class of relevant security	Nature of transaction e.g. securities lending/borrowing, delivery/receipt of recalled securities, entering into financial collateral arrangement with right of use, entering into title transfer collateral arrangement etc.	Number of securities

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END