Tier 2 Notes Tender Offer Final Results

Aviva PLC

13 September 2024

 

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 UNITED KINGDOM 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 (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 with limited liability, registered number 2468686)

announces the final results of the tender offer for its £700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441)

13 September 2024

On 5 September 2024, Aviva plc (the Offeror) announced an invitation to holders of its outstanding £700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441) (the Notes) to tender their outstanding Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount, 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 5 September 2024 (the Tender Offer Memorandum) prepared by the Offeror (such invitation, the Offer).

On 5 September 2024, the Offeror announced that the Maximum Acceptance Amount for the Offer had been set at £500,000,000 in aggregate nominal amount of the Notes.

The Offer expired at 4.00 p.m. (London time) on 12 September 2024 (the Expiration Deadline) and the Offeror now announces the final results of the Offer. As indicated in the indicative results announcement released by the Offeror earlier today (the Indicative Results Announcement), the Offeror now proposes to accept £500,000,000 in aggregate nominal amount of Notes for purchase pursuant to the Offer.

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, as indicated in the Indicative Results Announcement, it has decided to set the Final Acceptance Amount at £500,000,000 and, accordingly, that it will accept for purchase Notes validly tendered for purchase pursuant to the Offer subject to pro rata scaling at a Scaling Factor of 99.095 per cent.

Pricing for the Offer took place at or around 12.00 noon (London time) today.

A summary of the final pricing for, and results of, the Offer is set out in the table below.

Notes	Final Acceptance Amount	Scaling Factor	Benchmark Security Rate	Purchase Spread	Purchase Yield (annual)	Purchase Price
£700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441)	£500,000,000	99.095 per cent.	3.632 per cent.	95 bps	4.634 per cent.	102.987 per cent.

The Offeror will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer, as further described in the Tender Offer Memorandum.

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offer is expected to be 16 September 2024. The Offeror intends to cancel all Notes purchased by it pursuant to the Offer. Following settlement of the Offer, £200,000,000 in aggregate nominal amount of the Notes will remain outstanding.

Barclays Bank PLC (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]), Citigroup Global Markets Limited (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]), HSBC Bank plc (Telephone: [phone]; Attention: Liability Management, DCM; Email: [e-mail]), J.P. Morgan Securities plc (Telephone: [phone]; Attention: EMEA Liability Management Group; Email: [e-mail]) and NatWest Markets Plc (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]) are acting as Dealer Managers for the Offer made to Relevant Noteholders.

Kroll Issuer Services Limited (Telephone: [phone]; Attention: David Shilson; Email: [e-mail]; Offer Website: https://deals.is.kroll.com/aviva) is acting as Tender Agent for the Offer.

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 the UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MAR), encompassing information relating to the final results of the Offer described above. For the purposes of 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 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 Offer.

 

END