LIBOR Consent Initial Vote Results

RNS Number : 6515X

Aviva PLC

05 May 2021

 

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.

AVIVA plc

(incorporated in England with limited liability, registered number 2468686)

announces results of noteholders' meetings in respect of its outstanding

£400,000,000 Tier 2 Fixed to Floating Rate Notes due 2049 (ISIN: XS1488459485) (the "2029/2049 Notes")

£400,000,000 Tier 2 Fixed to Floating Rate Notes due 2050 (ISIN: XS1242413166) (the "2030/2050 Notes")

£600,000,000 Tier 2 Fixed to Floating Rate Notes due 2058 (ISIN: XS0364880186) (the "2038/2058 Notes")

(each a   " Series "   and, together, the   " Notes ")

On 13 April 2021, Aviva plc (the "Issuer") announced invitations (each such invitation a "Consent Solicitation") to eligible holders of its outstanding Notes to consent to the modification of the terms and conditions (the "Conditions") of the relevant Series and consequential or related amendments to the transaction documents for the relevant Series such that:

(i)   for the purposes of the floating rate of interest applicable to the relevant Series following the Fixed Rate End Date (as set out below), (a) each Rate of Interest (as defined in the relevant Conditions) will be determined by reference to the Sterling Overnight Index Average ("SONIA") and not the 3-month Sterling London Inter Bank Offered Rate ("LIBOR"); (b) an adjustment (the "Reference Rate Adjustment") will be made to reflect the economic difference between the LIBOR and SONIA rates (using the methodology for such adjustment contained in the ISDA IBOR Fallback Supplement); and (c) the Margin (as defined in the relevant Conditions) applicable to the relevant Series will remain unaltered; and

(ii)   new fallback provisions relating to SONIA (including fallback provisions in case a Benchmark Event occurs with respect to SONIA) are included.

Separate meetings (the "Meetings") of the holders of each Series (the "Noteholders") were held via teleconference earlier today, 5 May 2021, in connection with the Consent Solicitations, and the Issuer now announces the results of the Meetings.

This announcement does not contain the full terms and conditions of the Consent Solicitations, which are contained in the Consent Solicitation Memorandum dated 13 April 2021 (the "Consent Solicitation Memorandum") prepared by the Issuer, which is available to Eligible Noteholders (as defined below) from the Tabulation Agent (including on its website via the link http://www.lucid-is.com/aviva ).

Unless otherwise indicated, capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.

Details of the Notes

Notes	ISIN / Common Code	Prevailing interest rate (per annum)	First Call Date and Fixed Rate End Date	Maturity Date*	Outstanding principal amount
2029/2049 Notes	XS1488459485 / 148845948	4.375 per cent.	12 September 2029	September 2049	£400,000,000
2030/2050 Notes	XS1242413166 / 124241316	5.125 per cent.	4 June 2030	June 2050	£400,000,000
2038/2058 Notes	XS0364880186 / 036488018	6.875 per cent.	20 May 2038	May 2058	£600,000,000
*  The Maturity Date for the relevant Series is the Interest Payment Date falling in or nearest to the specified month.

Results of Meetings of the 2030/2050 Notes and the 2038/2058 Notes

NOTICE IS HEREBY GIVEN to:

(a)  the holders of the 2030/2050 Notes that (i) at the Meeting in respect of the 2030/2050 Notes, the necessary quorum was achieved, the Extraordinary Resolution was passed and the Eligibility Condition was satisfied; (ii) the relevant Supplemental Trust Deed has been executed and delivered by the Issuer and the Trustee, and the relevant Amended and Restated Final Terms have been executed by the Issuer, today, 5 May 2021; and (iii) the modifications to the Conditions of, and the transaction documents for, the 2030/2050 Notes described in the Consent Solicitation Memorandum have been implemented with effect from today, 5 May 2021;

(b)  the holders of the 2038/2058 Notes that (i) at the Meeting in respect of the 2038/2058 Notes, the necessary quorum was achieved, the Extraordinary Resolution was passed and the Eligibility Condition was satisfied; (ii) the relevant Supplemental Trust Deed has been executed and delivered by the Issuer and the Trustee, and the relevant Amended and Restated Final Terms have been executed by the Issuer, today, 5 May 2021; and (iii) the modifications to the Conditions of, and the transaction documents for, the 2038/2058 Notes described in the Consent Solicitation Memorandum have been implemented with effect from today, 5 May 2021; and

(c)  the relevant Reference Rate Adjustment in respect of each of the 2030/2050 Notes and the 2038/2058 Notes is 0.1193 per cent.

Adjournment of Meeting in respect of the 2029/2049 Notes

NOTICE IS HEREBY GIVEN to the holders of the 2029/2049 Notes that the quorum required for the Meeting in respect of the 2029/2049 Notes was not obtained, and accordingly such Meeting has been adjourned.

 A notice (the "Adjourned MeetingNotice") convening such adjourned Meeting (the "Adjourned Meeting"), to be held via teleconference at 10.00 a.m. (London time) on 20 May 2021, has been given to the relevant Noteholders in accordance with the relevant Conditions on the date of this announcement, including by way of release through the regulatory news service of the London Stock Exchange plc and by delivery to the Clearing Systems. The Adjourned Meeting Notice is also available to Eligible Noteholders from the Tabulation Agent (including on its website via the link http://www.lucid-is.com/aviva ).

In light of the ongoing developments in relation to coronavirus (COVID-19), and current guidance issued by the UK government, it may be impossible or inadvisable to hold the Adjourned Meeting at a physical location. Therefore, the Issuer has determined that the Adjourned Meeting will be held electronically via teleconference rather than physically in person and, in accordance with the provisions of the relevant Trust Deed, has requested that the Trustee prescribe appropriate regulations regarding the holding of the Adjourned Meeting via teleconference, as fully described in the Adjourned Meeting Notice.

Extension of Consent Solicitation and Implementation Date in respect of the 2029/2049 Notes

The Expiration Deadline for the Consent Solicitation in respect of the 2029/2049 Notes is extended to 10.00 a.m. (London time) on 18 May 2021, and (for the purposes of such Consent Solicitation) references in the Consent Solicitation Memorandum to the Expiration Deadline must be read accordingly.

Consent Instructions relating to the 2029/2049 Notes submitted prior to the time and date of this announcement shall remain effective. However, any Noteholder may elect to revoke any such Consent Instruction previously submitted in respect of the relevant Consent Solicitation provided such revocation is validly made and received by the Tabulation Agent on or prior to the Expiration Deadline, as so extended (subject to the earlier deadlines required by the Clearing Systems and any intermediary through which Noteholders hold their Notes).

If the Extraordinary Resolution in respect of the 2029/2049 Notes is passed at the Adjourned Meeting and the Eligibility Condition is satisfied, the relevant Supplemental Trust Deed will be executed and delivered by the Issuer and the Trustee and the relevant Amended and Restated Final Terms will be executed by the Issuer, and the modifications to the Conditions of the 2029/2049 Notes described in the Consent Solicitation Memorandum will be implemented with effect from the date (the "Implementation Date") on which such Supplemental Trust Deed and Amended and Restated Final Terms are executed (currently expected to be on 20 May 2021).

Eligible Noteholders

The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to persons who are (i) located and resident outside the United States and not U.S. persons or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the Securities Act), (ii) not retail investors and, if applicable and acting on a non-discretionary basis, who are acting on behalf of beneficial owners that are not retail investors, and (iii) otherwise persons to whom the relevant Consent Solicitation can be lawfully made and that may lawfully participate in the relevant Consent Solicitation (all such persons "Eligible Noteholders").

For the purposes of this announcement and the Consent Solicitation Memorandum, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II"), (ii) a customer within the meaning of Directive 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, (iii) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"), or (iv) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA which were relied on immediately before exit day to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.

No consent or participation fee will be payable in connection with the Consent Solicitations.

Further details on the Consent Solicitations can be obtained from:

SOLICITATION AGENT

Lloyds Bank Corporate Markets plc

10 Gresham Street

London EC2V 7AE

United Kingdom

Attention: Liability Management Group

Tel: [phone] / 1726

Email: [e-mail]  

Requests for documentation and information in relation to the procedures for delivering Consent Instructions should be directed to:

TABULATION AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Attention: Owen Morris

Telephone:  [phone]

Email:  [e-mail]  

Website: www.lucid-is.com/aviva  

DISCLAIMER :  This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation in respect of the 2029/2049 Notes. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the relevant Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. 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 participate in the Consent Solicitation in respect of the 2029/2049 Notes or otherwise participate at the Adjourned Meeting. 

In accordance with normal practice, the Trustee, the Tabulation Agent and the Issuing and Paying Agent have not been involved in the formulation of the Consent Solicitations, the Noteholder Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary Resolutions. The Trustee, the Tabulation Agent, the Solicitation Agent and the Issuing and Paying Agent express no opinion on, and make no representations as to the merits of, the Consent Solicitations, the Noteholder Proposal outlined in the Consent Solicitation Memorandum or any Extraordinary Resolution.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. The 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 the Notes 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) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

UK MiFIR professionals/ECPs-only / No EEA or UK PRIIPs KID - Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document (KID) has been prepared.

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.

 

END

 

 

MSCSSAFFIEFSEFI