Tender Offer and Vote on Preference Shares

Aviva PLC

11 March 2025

 

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, OR AT ANY ADDRESS 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 (THE "UNITED STATES") 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.

11 March 2025

Aviva plc

(incorporated in England with limited liability, registered number 02468686)

NOTICE OF INVITATIONS TO HOLDERS TO TENDER FOR PURCHASE FOR CASH AND TO VOTE ON RESOLUTIONS IN RELATION TO THE REDUCTION OF CAPITAL IN RESPECT OF THE OUTSTANDING £100,000,000 8.375 PER CENT. CUMULATIVE IRREDEEMABLE PREFERENCE SHARES AND THE £100,000,000 8.750 PER CENT. CUMULATIVE IRREDEEMABLE PREFERENCE SHARES ISSUED BY AVIVA PLC AND, IN THE EVENT THE RESOLUTIONS ARE PASSED AND THE REDUCTION OF CAPITAL IS IMPLEMENTED, NOTICE OF INTENTION TO CANCEL LISTING

Aviva plc (the "Issuer") has today announced that it is seeking the approval of shareholders for the cancellation of both: (i) the £100,000,000 8.375 per cent. cumulative irredeemable preference shares (ISIN: GB0002114154) (the "8.375% Preference Shares"); and (ii) the £100,000,000 8.750 per cent. cumulative irredeemable preference shares (ISIN: GB0002124963) (the "8.750% Preference Shares", and together with the 8.375% Preference Shares, the "Preference Shares") (the "Cancellation"). If successful, the Cancellation would have the effect of retiring 100% of the Preference Shares.

In parallel, the Issuer has invited eligible holders of Preference Shares to tender any or all of their Preference Shares for purchase by Jefferies International Limited (the "Offeror") for cash subject to certain offer restrictions as contained in the section entitled "Offer and Distribution Restrictions" of the tender offer memorandum dated 11 March 2025 (the "Tender Offer Memorandum") (the "Tender Offer", together with the Cancellation, the "Transactions").

The Tender Offer is made on the terms of, and subject to the conditions contained in, the Tender Offer Memorandum, copies of which may be obtained by Preference Shareholders, subject to certain distribution restrictions set out below and as more fully described in the Tender Offer Memorandum, from Computershare Investor Services PLC Limited as receiving agent (the "Receiving Agent") and at https://clients.dfkingltd.com/Aviva.

This announcement is to be read together with: (i) the circular to the shareholders of the Issuer dated 11 March 2025 (the "Shareholder Circular") in respect of a general meeting of the Issuer to consider and, if thought fit, pass special resolutions proposing (a) the Cancellation (the "Cancellation Resolution"); (b) the payment of a special dividend of £0.44 for each 8.375% Preference Share (the "8.375% Special Dividend"), a special dividend of £0.50 for each 8.750% Preference Share (the "8.750% Special Dividend") and a voting fee of £0.02 per Preference Share paid to eligible holders of Preference Shares (the "Special Dividend Resolution"); and (c) the Tender Offer (the "Tender Offer Resolution"); (ii) the circular dated 11 March 2025 in respect of an advisory meeting of the Preference Shareholders (the "Advisory Vote Circular") to consider and vote on the proposed Cancellation on an advisory basis (the "Advisory Vote Resolution"); and (iii) the Tender Offer Memorandum.

Alongside the Transactions, the board of General Accident plc ("GA"), a subsidiary of the Issuer wholly owned by the Issuer's Group, is also seeking to undertake a similar transaction (the "GA Transaction") for the cancellation and tender offer of GA's 7.875% cumulative irredeemable preference shares of £1 each (the "7.875% GA Preference Shares") and 8.875% cumulative irredeemable preference shares of £1 each (the "8.875% GA Preference Shares" and, together with the 7.875% GA Preference Shares, the "GA Preference Shares").

A copy of the Shareholder Circular will also be submitted to the National Storage Mechanism, along with the Advisory Vote Circular and the accompanying proxy forms, and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Capitalised terms used but not defined herein have the meanings given to them in the Tender Offer Memorandum, the Advisory Vote Circular and/or the Shareholder Circular.

RATIONALE FOR THE TRANSACTIONS AND THE GENERAL MEETING

As further detailed in the Shareholder Circular, the Board of the Issuer considers that the Cancellation and the Tender Offer are the best structure to deliver a successful outcome for all shareholders. The Letter from the Chair in the Shareholder Circular provides a summary of the key considerations behind these proposals, including that:

·      The Issuer's Preference Shares were issued in support of the requirement for financial firms to maintain a minimum level of capital reserves that were designed to absorb losses in times of financial stress while protecting policyholders and enabling the financial institution to continue as a viable business. Since the Preference Shares were issued in 1992, the rules which stipulate the requirements for eligible capital issuance have changed and, as a result, the Preference Shares will cease to provide any capital benefit for the Group with effect from 1 January 2026.

·      As a result, the Board has determined that the Preference Shares represent an inefficient form of funding which no longer serves the purpose for which they were intended. Accordingly, the Issuer is proposing steps to remove as many of the Preference Shares as possible.

·      The Issuer will not implement the proposed Cancellation if it does not receive sufficient support for the Cancellation from its Preference Shareholders on a standalone basis at an Advisory Vote Meeting (see "Advisory Vote Meeting" section below).

·      The Board believes the Transactions represent a fair and compelling proposition for Preference Shareholders by offering liquidity at a premium to market prices in return for the Preference Shares. In determining the pricing offered to Preference Shareholders, the Issuer has taken into account: (i) the current secondary market pricing levels for the Preference Shares, in line with the commitments made in March 2018 only to take action on the Preference Shares after taking into account the fair market value of the Preference Shares at the relevant time; (ii) recent precedent transactions which have sought to cancel and/or repurchase preference shares issued by other companies; and (iii) the limited future utility of the Preference Shares to support the Group's capital structure, in order to ensure that the consideration offered under the Transactions seeks to compensate Preference Shareholders for the surrender of their shares.

CANCELLATION AND TENDER OFFER

The Issuer is convening a general meeting (the "General Meeting") to vote on the Cancellation Resolution which, if passed, will allow the Issuer to cancel all of the Preference Shares and implement the return of capital to Preference Shareholders. The Issuer will also invite holders of its ordinary shares to vote on special resolutions to approve: (i) the Special Dividend Resolution; and (ii) the Tender Offer Resolution. The Special Dividend Resolution and the Cancellation Resolution (together the "Capital Reduction Resolutions") are inter-conditional.

If the Capital Reduction Resolutions are passed at the General Meeting and the other conditions to the implementation of the Cancellation are met, no Preference Shares will be accepted for purchase pursuant to the Tender Offer. The following tables summarise the consideration which is being offered to Preference Shareholders of the Issuer on a series-by-series basis.

8.375% Preference Shares

Cancellation		Tender Offer
8.375% Cancellation Amount of £1.452 per 8.375% Preference Share (being the 8.375% Cancellation Price together with the 8.375% Accrued Dividend Amount)		8.375% Tender Offer Consideration of £1.448 per 8.375% Preference Share (being the 8.375% Tender Offer Price together with the 8.375% Accrued Dividend Amount)
8.375% Cancellation Price1	8.375% Accrued Dividend Amount2	8.375% Tender Offer Price3	8.375% Accrued Dividend Amount4
£1 per 8.375% Preference Share plus a Special Dividend of £0.44 per 8.375% Preference Share (The 8.375% Cancellation Price is the same amount as the 8.375% Tender Offer Price, as further described herein.)	1.2p per 8.375% Preference Share (As the Cancellation and Tender Offer have different settlement dates, the 8.375% Accrued Dividend Amount will differ depending on whether the Cancellation or Tender Offer is implemented.)	£1.44 per 8.375% Preference Share	0.8p per 8.375% Preference Share (As the Cancellation and Tender Offer have different settlement dates, the 8.375% Accrued Dividend Amount will differ depending on whether the Cancellation or Tender Offer is implemented.)

8.750% Preference Shares

Cancellation		Tender Offer
8.750% Cancellation Amount of £1.534 per 8.750% Preference Share (being the 8.750% Cancellation Price together with the 8.750% Accrued Dividend Amount)		8.750% Tender Offer Consideration of £1.529 per 8.750% Preference Share (being the 8.750% Tender Offer Price together with the 8.750% Accrued Dividend Amount)
8.750% Cancellation Price5	8.750% Accrued Dividend Amount6	8.750% Tender Offer Price7	8.750% Accrued Dividend Amount8
£1 per 8.750% Preference Share plus a Special Dividend of £0.50 per 8.750% Preference Share (The 8.750% Cancellation Price is the same amount as the 8.750% Tender Offer Price, as further described herein.)	3.4p per 8.750% Preference Share (As the Cancellation and Tender Offer have different settlement dates, the 8.750% Accrued Dividend Amount will differ depending on whether the Cancellation or Tender Offer is implemented.)	£1.50 per 8.750% Preference Share	2.9p per 8.750% Preference Share (As the Cancellation and Tender Offer have different settlement dates, the 8.750% Accrued Dividend Amount will differ depending on whether the Cancellation or Tender Offer is implemented.)

ADVISORY VOTE MEETING

In addition to the General Meeting, the Issuer will also convene a separate meeting of the Preference Shareholders (the "Advisory Vote Meeting") on an advisory basis to consider and vote on the proposed Cancellation (the "Advisory Vote Resolution"). The Advisory Vote Meeting will take place before the General Meeting and the Cancellation Resolution is conditional on the passing of the Advisory Vote Resolution. If the Advisory Vote Resolution is not passed, the Cancellation Resolution will not be capable of passing at the General Meeting and will be withdrawn (and likewise the Special Dividend Resolution will be withdrawn), and the Cancellation will not be implemented. The Shareholder Circular and the Advisory Vote Circular contain further information regarding the General Meeting, the Advisory Vote Meeting (together with the General Meeting, the "Meetings"), the Capital Reduction Resolutions, the Advisory Vote Resolution and the proposed Cancellation.

In addition to the Cancellation Amount, if both the Advisory Vote Resolution and the Capital Reduction Resolutions are passed and the Cancellation is implemented, any Preference Shareholder who either (a) validly tenders its Preference Shares for purchase pursuant to the Tender Offer by the Relevant Expiration Deadline by way of the relevant Tender Instructions (Option 1) (as defined in the Tender Offer Memorandum)  or (b)  appoints the Chair as its proxy under a Voting Only Instruction (Option 2) (as defined in the Tender Offer Memorandum) by the Proxy Deadline in accordance with the procedures set out in the Shareholder Circular (regardless of whether the votes are in favour or against), will be eligible to receive a voting fee of £0.02 for each Preference Share (being 2.0 per cent. of the nominal value of each Preference Share) (the "Voting Fee") validly tendered or in respect of which such Voting Only Instructions (Option 2) are submitted. The Voting Fee will be voted on by holders of the Ordinary Shares as part of the Special Dividend Resolution.

A Preference Shareholder participating in the Meetings by any other means shall not be entitled to the Voting Fee irrespective of whether they vote in favour of the relevant resolutions. For example, any Preference Shareholder who attends the Meetings in person or via the Virtual Meeting Platform or makes other arrangements to be represented and vote at the Meetings, other than by way of the relevant Tender Instructions (Option 1) or by appointing the Chair as its proxy under a Voting Only Instruction (Option 2), will not be eligible to receive the Voting Fee, irrespective of whether such Preference Shareholder had already delivered a Tender Instruction (Option 1) or a Voting Only Instruction (Option 2) or made such other arrangements by the Relevant Expiration Deadline or the Proxy Deadline.

If the Advisory Vote Resolution and the Capital Reduction Resolutions are not passed at the Meetings, the Offeror may still accept valid tenders of Preference Shares pursuant to the Tender Offer provided that the Tender Offer Resolution has passed at the General Meeting. For the avoidance of doubt, no Voting Fee will be paid to any Preference Shareholders in this event.

If: (i) the Advisory Vote Resolution is passed at the Advisory Vote Meeting; and (ii) the Capital Reduction Resolutions are passed at the General Meeting and the Cancellation is implemented, the Issuer will not proceed with the Tender Offer and the Offeror will not purchase any of the Preference Shares which have been validly tendered. Instead, all tendered Preference Shares (together with all other Preference Shares) will be cancelled by the Issuer pursuant to the Cancellation and the Preference Shareholders will receive the Cancellation Amount on the Cancellation Settlement Date. For the avoidance of doubt, in no circumstances will a Preference Shareholder receive both the Tender Offer Consideration and the Cancellation Amount.

For further information on the Meetings, the Advisory Vote Resolution and the Capital Reduction Resolutions, see the Shareholder Circular, the Advisory Vote Circular and the Tender Offer Memorandum.

Neither the Issuer nor the Offeror is under any obligation to accept, nor will they have any liability to any person for non-acceptance of, any tender of Preference Shares for purchase pursuant to the Tender Offer. Please see the section of the Tender Offer Memorandum entitled "Terms and Conditions of the Tender Offer" for more information regarding the Tender Offer.

VOTING BY WAY OF TENDER INSTRUCTION

The submission by or on behalf of a Preference Shareholder of a Tender Instruction (Option 1) pursuant to the Tender Offer will also constitute such Preference Shareholder's instructions to appoint the Chair as such Preference Shareholder's proxy to attend the Meetings and vote in respect of such tendered Preference Shares in favour of the Advisory Vote Resolution and the Cancellation Resolution. For further information, see the section of the Tender Offer Memorandum entitled "Terms and Conditions of the Tender Offer - Voting by way of Tender Instruction (Option 1)".

SUMMARY OF OPTIONS AND POTENTIAL OUTCOMES FOR PREFERENCE SHAREHOLDERS

You have the option to:

(A)          tender your Preference Shares for purchase (and automatically appoint the Chair as your proxy to vote in favour of the proposed Advisory Vote Resolution and the Cancellation Resolution) (Tender Instruction (Option 1)); or

(B)          attend and/or vote on the proposed Advisory Vote Resolution and the Cancellation Resolution without tendering your Preference Shares for purchase (Voting Only Instruction (Option 2) or Voting Only Instruction (Option 3)); or

(C)          take no action.

Preference Shareholders may not select more than one option in respect of the same Preference Share. See the section of the Tender Offer Memorandum headed "Terms and Conditions of the Tender Offer - Multiple or conflicting instructions" for more information.

To assist with your decision, a summary of the potential outcomes is set out in the following tables.

If the Advisory Vote Resolution and Capital Reduction Resolutions are passed and the Cancellation is implemented, then you will receive:

8.375% PREFERENCE SHARES

DID YOU VOTE? (either by tendering your 8.375% Preference Shares in the Tender Offer9, or by otherwise appointing the Chair as your proxy to vote on your behalf under the Voting Only Instruction (Option 2)10)	8.375% CANCELLATION PRICE11	8.375% ACCRUED DIVIDEND AMOUNT12	VOTING FEE13
			(expressed as a percentage of the nominal value of each Preference Share)	(expressed as an amount)
YES	£1 per 8.375% Preference Share plus a Special Dividend of £0.44 per 8.375% Preference Share	1.2p per 8.375% Preference Share	2% per 8.375% Preference Share	£0.02 per 8.375% Preference Share
NO	£1 per 8.375% Preference Share plus a Special Dividend of £0.44 per 8.375% Preference Share	1.2p per 8.375% Preference Share	0.00%	£0

8.750% PREFERENCE SHARES

DID YOU VOTE? (either by tendering your 8.750% Preference Shares in the Tender Offer14, or by otherwise appointing the Chair as your proxy to vote on your behalf under the Voting Only Instruction (Option 2)15)	8.750% CANCELLATION PRICE16	8.750% ACCRUED DIVIDEND AMOUNT17	VOTING FEE18
			(expressed as a percentage of the nominal value of each Preference Share)	(expressed as an amount)
YES	£1 per 8.750% Preference Share plus a Special Dividend of £0.50 per 8.750% Preference Share	3.4p per 8.750% Preference Share	2% per 8.750% Preference Share	£0.02 per 8.750% Preference Share
NO	£1 per 8.750% Preference Share plus a Special Dividend of £0.50 per 8.750% Preference Share	3.4p per 8.750% Preference Share	0.00%	£0

If either the Advisory Vote Resolution or the Capital Reduction Resolutions are not passed and the Cancellation is not implemented, then provided the Tender Offer Resolution has passed and the Offeror accepts the tendered Preference Shares, you will receive:

8.375% PREFERENCE SHARES

DID YOU TENDER?	8.375% TENDER OFFER PRICE19	8.375% ACCRUED DIVIDEND AMOUNT20	VOTING FEE
YES	£1.44 per 8.375% Preference Share	0.8p per 8.375% Preference Share	NO VOTING FEE WILL BE PAID
NO	No purchase by the Offeror pursuant to the Tender Offer.

8.750% PREFERENCE SHARES

DID YOU TENDER?	8.750% TENDER OFFER PRICE21	8.750% ACCRUED DIVIDEND AMOUNT22	VOTING FEE
YES	£1.50 per 8.750% Preference Share	2.9p per 8.750% Preference Share	NO VOTING FEE WILL BE PAID
NO	No purchase by the Offeror pursuant to the Tender Offer.

HOW TO PARTICIPATE IN THE TENDER OFFER

The procedures for participating in the Tender Offer differ for Preference Shareholders who hold their Preference Shares in CREST and Preference Shareholders who hold their Preference Shares in certificated form outside CREST. For further information and instructions on participating in the Tender Offer, please see the section of the Tender Offer Memorandum entitled "Procedures for Participating in the Tender Offer and the Meetings".

Any Preference Shareholder who does not wish to participate in the Tender Offer or the Meetings does not need to take any action. However, if: (i) the Advisory Vote Resolution is passed at the Advisory Vote Meeting and (ii) the Capital Reduction Resolutions are passed at the General Meeting and the Cancellation is implemented, all Preference Shares (regardless of whether a Preference Shareholder participated in the Tender Offer or voted in the Meetings) will be cancelled and only those Preference Shareholders who either validly tendered their Preference Shares (Option 1) or validly submitted Voting Only Instructions (Option 2) will be eligible to receive the Voting Fee.

Preference Shareholders are urged to read the Tender Offer Memorandum, the Shareholder Circular and Advisory Vote Circular (each available online at https://clients.dfkingltd.com/Aviva) before deciding whether or not to participate in the Tender Offer or vote in the Meetings.

Preference Shareholders may not submit both a Tender Instruction (Option 1) and a Voting Only Instruction (Option 2) or Voting Only Instruction (Option 3) in respect of the same Preference Shares. See the section of the Tender Offer Memorandum entitled "Terms and Conditions of the Tender Offer - Multiple or conflicting instructions" for more information.

Before making any decisions in respect of the Tender Offer, Preference Shareholders should carefully consider all of the information contained in the Tender Offer Memorandum, including the section entitled "Risk Factors and Other Considerations relating to the Tender Offer and the Cancellation".

The Tender Offer will commence on 11 March 2025 and will expire at: (1) 1.00 p.m. (UK time) on 18 March 2025 in relation to Institutional Investors; and (2) 1.00 p.m. (UK time) on 8 April 2025 in relation to Retail Investors, in each case, unless amended, extended, re-opened, withdrawn or terminated by the Issuer (with the prior written consent of the Offeror). Tender Instructions (Option 1), once submitted, may not be withdrawn except in the limited circumstances outlined in the Tender Offer Memorandum under the heading "Extension, Amendment, Withdrawal and Termination". Any Preference Shareholder who does not wish to participate in the Tender Offer but who wishes to be eligible to receive the Voting Fee must validly submit a Voting Only Instruction (Option 2) by 12 noon (UK time) on 11 April 2025.  The deadline set by any Intermediary (as defined below) will be earlier than this deadline.

EXPECTED TIMETABLE

The Issuer currently expects the Tender Offer, the Advisory Vote Meeting, the General Meeting and, if the Advisory Vote Resolution and Capital Reduction Resolutions are passed, the Cancellation to proceed on the following timetable. However, the times and dates in the table are indicative only, and subject to change. The Issuer will announce any changes to the timetable as soon as is reasonably practicable

Events	Expected Times and Dates (All times are London time)
Commencement of the Tender Offer, Notice of the Advisory Vote Meeting and Notice of the General Meeting Announcement of the Tender Offer, the Advisory Vote Meeting and the General Meeting by way of announcements via RNS and on the relevant Notifying News Service and made available to Preference Shareholders on https://clients.dfkingltd.com/Aviva (subject to the offer and distribution restrictions set out in the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum). Tender Offer Memorandum made available to eligible Preference Shareholders on https://clients.dfkingltd.com/Aviva (subject to the offer and distribution restrictions set out in the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum). Shareholder Circular (including the Notice of General Meeting) and Preference Share Paper Form to be despatched to Shareholders. The Shareholder Circular will also be made available to Shareholders on https://clients.dfkingltd.com/Aviva. Advisory Vote Circular (including the Notice of Advisory Vote Meeting) will also be made available to Preference Shareholders on https://clients.dfkingltd.com/Aviva.	11 March 2025
Institutional Expiration Deadline Final deadline for receipt by the Receiving Agent of Tender Instructions (Option 1) from Institutional Investors to be eligible to receive the Tender Offer Consideration, if such Preference Shares are accepted for purchase by the Offeror.	1.00 p.m. on 18 March 2025
Interim Institutional Investors Tender Participation Announcement Announcement of the percentage of Preference Shares validly tendered by Institutional Investors prior to the Institutional Expiration Deadline.	19 March 2025
Retail Expiration Deadline Final deadline for receipt by the Receiving Agent of Tender Instructions (Option 1) from Retail Investors to be eligible to receive the Tender Offer Consideration, if such Preference Shares are accepted for purchase by the Offeror.	1.00 p.m. on 8 April 2025
Tender Offer Record Time Record time to determine holdings for valid participation in the Tender Offer.	6.00 p.m. on 8 April 2025
Tender Participation Announcement Announcement of the total percentage of Preference Shares validly tendered pursuant to the Tender Offer.	9 April 2025
Proxy Deadline Final deadline for receipt by the Receiving Agent of a Voting Only Instruction (Option 2) or Voting Only Instruction (Option 3) from Preference Shareholders.	12 noon on 11 April 2025
Voting Record Time Record time to determine holdings for valid participation at the Advisory Vote Meeting and the General Meeting.	6.00 p.m. on 11 April 2025
Advisory Vote Meeting Date on which the Advisory Vote Meeting will take place to consider and, if thought fit, pass the Advisory Vote Resolution.	11.00 a.m. on 15 April 2025
General Meeting Date on which the General Meeting will take place to consider and, if thought fit, pass the Capital Reduction Resolutions (if the Advisory Vote Resolution is passed at the Advisory Vote Meeting) and the Tender Offer Resolution.	12 noon on 15 April 2025 (or 15 minutes after the Advisory Vote Meeting is concluded or adjourned, whichever is later)

Announcement of:                                    (a)   whether the Advisory Vote Resolution was passed at the Advisory Vote Meeting and whether the Capital Reduction Resolutions and the Tender Offer Resolution were passed at the General Meeting and: (i)            if passed, whether the Cancellation will be implemented, subject to confirmation by the Court, and (if so) confirmation of the Cancellation Date and the Cancellation Settlement Date; (i)            if only the Tender Offer Resolution was passed, the results of the Tender Offer, including announcement of (a) the percentage of Preference Shares validly tendered prior to the Relevant Expiration Deadline; and (b) whether the Offeror accepts for purchase any validly tendered Preference Shares and, if so, the number of Preference Shares so accepted for purchase pursuant to the Tender Offer, and confirmation of the Tender Offer Settlement Date; and (b)   the total amount (if the Cancellation is implemented, being the Cancellation Amount plus (for those eligible Preference Shareholders) the Voting Fee, or if the Tender Offer is implemented, the Tender Offer Consideration) payable in respect of each Preference Share to be cancelled by the Issuer pursuant to the Cancellation on the Cancellation Settlement Date or, if the Tender Offer is implemented, purchased by the Offeror pursuant to the Tender Offer and paid to Preference Shareholders on the Tender Offer Settlement Date and a breakdown thereof.
Directions Hearing If the Advisory Vote Resolution and Capital Reduction Resolutions are passed, this is the expected date of the Court hearing to provide directions on the Cancellation.	30 April 2025
Tender Offer Settlement Date If the Advisory Vote Resolution and Capital Reduction Resolutions are not passed but the Tender Offer Resolution is passed, this is the expected settlement date of the Tender Offer, including payment of the Tender Offer Consideration to the Preference Shareholders of such Preference Shares validly tendered and accepted pursuant to the Tender Offer by cheque or CREST credit.23	2 May 2025
Confirmation hearing If the Advisory Vote Resolution and Capital Reduction Resolutions are passed, this is the expected date of the Court hearing to confirm the Cancellation.	13 May 2025
Last day of dealings in, and registration of transfer of, and disablement in CREST of, the Preference Shares, if applicable If the Advisory Vote Resolution and Capital Reduction Resolutions are passed and the Cancellation implemented, this will be the last date on which the Preference Shares will be traded on the Main Market of London Stock Exchange.	13 May 2025
Record date for entitlement to Special Dividend If the Cancellation is implemented, this is the expected record date for determining a Preference Shareholder's entitlement to the Special Dividend.	6.00 p.m. on 13 May 2025
Suspension of listing, if applicable The expected time on which the Preference Shares will be suspended from trading on the Main Market of London Stock Exchange if the Advisory Vote Resolution and Capital Reduction Resolutions are passed and the Cancellation is implemented.	7.30 a.m. on 14 May 2025
Registration date of Court order and effective date of the Cancellation If the Cancellation is implemented, this is the expected date of the Cancellation becoming effective.	14 May 2025
De-listing of the Preference Shares, if applicable If the Cancellation is implemented, the Issuer intends to apply to the FCA and London Stock Exchange respectively for the listing of the Preference Shares on the Official List to be cancelled and for the Preference Shares to cease to be admitted to trading on the Main Market of the London Stock Exchange.	15 May 2025
Cancellation Settlement Date If the Cancellation is implemented, this is the expected date of payments of the Cancellation Amount to all Preference Shareholders and of the Voting Fee to eligible Preference Shareholders in the manner set out herein.	22 May 2025

The above times and dates are indicative only, and subject to the right of the Issuer to: (i) amend, extend, re-open, withdraw and/or terminate the Tender Offer (with the Offeror's prior consent (as applicable)); and (ii) withdraw the Capital Reduction Resolutions or Tender Offer Resolution where certain conditions described above have or have not been met (subject to applicable law and as provided in the Tender Offer Memorandum). Accordingly, the actual timetable may differ significantly from the timetable above. The Issuer will extend the settlement date for the Tender Offer following the General Meeting if both the Capital Reduction Resolutions and the Tender Offer Resolution are passed so as to ensure that, if the Cancellation is not implemented for any reason, the Tender Offer can still proceed and those Preference Shares which have been validly tendered can be purchased under the Tender Offer as soon as practicably possible.

Unless stated otherwise, announcements in connection with the Transactions will be made by publication through RNS, by the issue of a press release to a Notifying News Service and made available at https://www.aviva.com/investors/aviva-regulatory-announcements (subject to the offer and distribution restrictions set out in the section of the Tender Offer Memorandum entitled "Offer and Distribution Restrictions"). Copies of all such announcements, press releases and notices can also be obtained from the Receiving Agent, the contact details for whom are set out below. Significant delays may be experienced where notices are distributed to Preference Shareholders by post and Preference Shareholders are urged to contact the Receiving Agent for the relevant announcements relating to the Transactions. In addition, only Institutional Investors may contact the Dealer Managers for information using the contact details for whom are set out below.

Preference Shareholders are advised to check with any bank, custodian, securities broker or other Intermediary (as defined below) through which they hold their Preference Shares when such Intermediary would need to receive instructions from a Preference Shareholder in order for that Preference Shareholder (i) to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Tender Offer before the relevant deadline specified in the Tender Offer Memorandum, or (ii) to vote at the Meetings. The deadline set by any such Intermediary will be earlier than the relevant deadline specified above.

Preference Shareholders are also advised to ensure that, where any documents are posted to the Receiving Agent, they allow sufficient time to ensure receipt of such documents by the Receiving Agent by the relevant deadline.

FURTHER INFORMATION

The Issuer has retained Jefferies International Limited and Lloyds Bank Corporate Markets plc to act as dealer managers in respect of Institutional Investors only for the Tender Offer (the "Dealer Managers"), Computershare Investor Services PLC to act as receiving agent (the "Receiving Agent") and D.F. King Limited as retail information agent (the "Retail Information Agent") for the Tender Offer.

As used in this announcement and the Tender Offer Memorandum:

(a)           "Retail Investor" means a Preference Shareholder who is not an Institutional Investor (as defined below). Any Preference Shareholder that is an individual or whose Preference Shares are held by an Intermediary will be a Retail Investor. Any Preference Shareholder that is not sure whether they are a Retail Investor or an Institutional Investor may contact the Receiving Agent for further information, using the contact details below.

(b)           "Institutional Investor" means a Preference Shareholder that is:

(i)         an "eligible counterparty" or a "professional client", each as defined in Directive 2014/65/EU (as amended); or

(ii)        an "eligible counterparty" as defined in the FCA Handbook Conduct of Business Sourcebook or a "professional client" as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA.

Ordinary shareholders

Ordinary shareholders who have questions regarding the Transactions or the General Meeting should contact the Receiving Agent and Registrar using the following contact details:

Computershare Investor Services PLC - Receiving Agent and Registrar

Telephone: [phone] (if calling from within the UK)

Telephone: [phone] (if calling from outside the UK)

Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding public holidays in England and Wales). Calls from within the UK will be charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored for security and training purposes. Please note that the Receiving Agent and Registrar cannot provide advice on the merits of the Tender Offer or the Cancellation nor give any financial, tax, legal or investment advice.

 

Preference shareholders

Preference shareholders who have questions or require technical assistance in connection with the:

i.      Advisory Vote Meeting and General Meeting;

ii.     resolutions in respect of the Cancellation to be voted on by preference shareholders at those meetings;

iii.    Tender Offer; and/or

iv.    delivery of instructions in connection with the Tender Offer,

should contact the Retail Information Agent using the following contact details:

D.F. King Limited - Retail Information Agent

Telephone: [phone] (if calling from the UK)

Telephone: [phone] (if calling from outside the UK)

Lines are open from 9.00 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding public holidays in England and Wales). Calls from within the UK are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored for security and training purposes. Please note that the Retail Information Agent cannot provide advice on the merits of the Tender Offer or the Cancellation nor give any financial, tax, legal or investment advice.

If you own your Preference Shares through an Intermediary, you are urged to contact that Intermediary urgently for further information about the Tender Offer and the Meetings, and to ascertain what that Intermediary needs to receive from you, and by when, in order to ensure that they can arrange for the submission of instructions on your behalf using the contact details set out in this announcement.

Institutional Investors

Institutional Investors who have questions or require technical assistance in connection with the delivery of Tender Instructions (Option 1) or a Voting Only Instruction (Option 2) should contact the Retail Information Agent using the above contact details. Institutional Investors who have any other questions regarding the Tender Offer should contact the Dealer Managers:

Jefferies International Limited 100 Bishopsgate London EC2M 1GT Telephone: [phone] Attention: Liability Management Email: [e-mail]

Lloyds Bank Corporate Markets plc 10 Gresham Street London EC2V 7AE Telephone: [phone] / 1726 Attention: Liability Management Email: [e-mail]

If Preference Shareholders have any other questions on the merits of the Tender Offer, the Meetings, the Advisory Vote Resolution and/or the Cancellation Resolution and whether it is right for them to participate, they are recommended to seek their own financial and/or legal advice, including in respect of any tax consequences of the Tender Offer and/or the Cancellation, immediately from their broker, solicitor, accountant or other independent financial, tax, legal or accounting adviser.

Shareholders who would like to request documents in hard copy should contact the Receiving Agent using the contact details set out above.

DISCLAIMER

This announcement is released by the Issuer 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). 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 Issuer.

Issuer LEI: YF0Y5B0IB8SM0ZFG9G81

This announcement must be read in conjunction with the Shareholder Circular, the Advisory Vote Circular and the Tender Offer Memorandum. The Shareholder Circular, the Advisory Vote Circular and the Tender Offer Memorandum contain important information for Preference Shareholders and should be read carefully before any decision is made with respect to the Tender Offer or the participation in the Meetings described in this announcement. If any Preference Shareholder is in any doubt as to the contents of the Tender Offer Memorandum or the action they should take, it is recommended that such Preference Shareholder seeks their own financial and/or legal advice, including in respect of any tax consequences, immediately from their broker, solicitor, accountant or other independent financial, tax, legal or accounting adviser. Any person whose Preference Shares are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary (each an "Intermediary") should contact such Intermediary urgently if it wishes to participate in the Tender Offer and/or the Meetings.

None of the Issuer, the Offeror, the Dealer Managers, the Receiving Agent, the Retail Information Agent or any of their respective Affiliates (as defined in the Tender Offer Memorandum) makes any recommendation whatsoever regarding the Tender Offer Memorandum or the Tender Offer (including as to whether Preference Shareholders should tender Preference Shares pursuant to the Tender Offer) and none of them has authorised any person to make any such recommendation.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by each of the Issuer, the Offeror, the Dealer Managers, the Receiving Agent and the Retail Information Agent to inform themselves about, and to observe, any such restrictions.

Preference Shareholders who believe they are unable to participate in the Tender Offer due to the offer and distribution restrictions set out in this section are urged to contact the Retail Information Agent (in the case of Intermediaries acting on behalf of Retail Investors) or the Dealer Managers (in the case of Institutional Investors) as a matter of priority.

United States

The Tender Offer is not being made, and will not be made to (or for the account or benefit of) U.S. persons (as defined in Regulation S under the Securities Act) or directly or indirectly in or into, or by use of the mails of, or 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 Preference Shares may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by U.S. persons or by persons located or resident in the United States as defined in Regulation S of the U. S. Securities Act of 1933, as amended (the "Securities Act"). Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer 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 or to U.S. persons. Any purported tender of Preference Shares in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Preference Shares made by a U.S. person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal that is a U. S. person or that is giving instructions from within the United States will be invalid and will not be accepted.

The Tender Offer Memorandum is not 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 Preference Shares 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 Preference Shareholder participating in the Tender Offer will represent that it is not a U.S. Person, is not located in the United States and is not participating in the Tender 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 a U. S. Person and is not giving an order to participate in the Tender 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.

United Kingdom

The communication of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are 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, as amended (the "Financial Promotion Order")), or persons who are within Article 43 of the Financial Promotion or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Tender Offer is not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended). The Tender Offer Memorandum and any other document or material relating to the Tender Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Germany

The Tender Offer is only addressed to and is only directed at qualified investors in Germany within the meaning of the Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation").

Ireland

The Tender Offer is not being made, directly or indirectly, to the public in Ireland and no offers or sales of any securities under or in connection with such Tender Offer may be effected to persons in Ireland except in conformity with the provisions of Irish laws and regulations including: (i) the Companies Act 2014 (as amended) (the Companies Act); (ii) the Irish Central Bank Acts 1942 to 2018 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended); (iii) Regulation (EU) 2017/1129, the European Union (Prospectus) Regulations 2019 and any rules and guidelines issued under Section 1363 of the Companies Act by the Central Bank of Ireland (the "Central Bank"); (iv) the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) and any codes or rules of conduct applicable thereunder, Regulation (EU) No 600/2014 (as amended) and any delegated or implementing acts adopted thereunder and the provisions of the Investor Compensation Act 1998 (as amended); and (v) the Market Abuse Regulation (EU 596/2014) (as amended), the European Union (Market Abuse) Regulations 2016 (as amended) and any rules and guidelines issued under Section 1370 of the Companies Act 2014 (as amended) by the Central Bank (the "Applicable Irish Laws"). The Tender Offer Memorandum and any other documents or materials relating to the Tender Offer must not be distributed to persons in Ireland otherwise than in conformity with the provisions of the Applicable Irish Laws.

Spain

Neither the Tender Offer nor the Tender Offer Memorandum constitutes an offer of securities or the solicitation of an offer of securities in Spain which require the approval and the publication of a prospectus under Regulation (EU) 2017/1129, Spanish Law 6/2023, of 17 March, on the Securities Markets and the Investment Services (Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión), as amended from time to time, and its ancillary and related regulations. Accordingly, the Tender Offer Memorandum has not been and will not be submitted for approval nor approved by the Spanish Securities Market Regulator (Comisión Nacional del Mercado de Valores, the "CNMV").

Portugal

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or have been approved by Comissão do Mercado de Valores Mobiliários, the Portuguese Securities Market Commission. In connection with the Tender Offer, (i) no action has directly or indirectly been taken and no offer, advertisement, marketing, invitation to sell or buy any Preference Shares has been made and no action will directly or indirectly be taken and no offer, advertisement, marketing, invitation to sell or buy any Preference Shares will be made; and (ii) the Tender Offer Memorandum and any other offering material relating to the Preference Shares in Portugal have not been distributed, made available or caused to be distributed and will not be distributed, made available or cause to be distributed in Portugal, in circumstances which could qualify, in case of each of (i) and (ii), as a public offer in Portugal. The Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are only available in Portugal, and are addressed exclusively, to professional investors, as defined in article 30 of the Portuguese Securities Code (Código dos Valores Mobiliários) enacted by Decree-Law no. 486/99 of 13 November 1999 (as amended and restated from time to time).

Australia

Neither the Tender Offer Memorandum nor any other disclosure documents (as defined in the Corporations Act 2001 (Cth) ("Corporations Act")) in relation to the Tender Offer have been or will be lodged with the Australian Securities and Investments Commission ("ASIC") or any other regulatory authority in Australia and the Tender Offer Memorandum does not comply with Division 5A of Part 7.9 of the Corporations Act.

No offers or applications will be made or invited for the purchase of any or all Preference Shares in Australia (including an offer or invitation which is received by a person in Australia).

The Tender Offer Memorandum and any other offering material or advertisement relating to any or all Preference Shares will not be distributed or published in Australia, unless: (i) such action complies with all applicable laws, directives and regulations (including, without limitation, the licensing requirements set out in Chapter 7 of the Corporations Act); (ii) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia; and (iii) the offer or invitation is made in circumstances specified in Corporations Regulation 7.9.97.

If you are a resident of Australia, you have been sent the Tender Offer Memorandum on the basis that you are a wholesale client for the purposes of Section 761G of the Corporations Act or otherwise a person to whom disclosure is not required under Part 6D.2 or Chapter 7 of the Corporations Act.

General

This announcement and the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an offer to sell Preference Shares (and tenders of Preference Shares in the Tender Offer will not be accepted from Preference Shareholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

In addition to the representations referred to above in respect of the United States, the United Kingdom, France, Germany, Ireland, Spain, Portugal and Australia, each Preference Shareholder participating in the Tender Offer will also give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the jurisdictions referred to above and generally as described in Annex 1 (Agreements, Acknowledgements, Representations, Warranties and Undertakings of Preference Shareholders) to the Tender Offer Memorandum.

Any tender of Preference Shares for purchase pursuant to the Tender Offer from a Preference Shareholder who is unable to make these representations will not be accepted. Each of the Issuer, the Offeror, the Dealer Managers, the Receiving Agent and the Retail Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Preference Shares for purchase pursuant to the Tender Offer, whether any such representation given by a Preference Shareholder 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.

This announcement and the Tender Offer Memorandum contain certain forward-looking statements that reflect the Issuer's intent, beliefs or current expectations about the future and can be recognised by the use of words such as "expects," "will,", "anticipate," or words of similar meaning. These forward-looking statements are not guarantees of any future performance and are necessarily estimates reflecting the best judgment of the senior management of the Issuer and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements, which include, without limitation, the risk factors set forth in this announcement and the Tender Offer Memorandum. The Issuer cannot guarantee that any forward-looking statement will be realised, although they believe they have been prudent in their respective plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. The Issuer undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances or to reflect the occurrence of unanticipated events, except as required by applicable law.

-ends-

Enquiries:
Media:
Andrew Reid	[phone]
Sarah Swailes	[phone]
Analysts:
Greg Neilson	[phone]
Joel von Sternberg	[phone]
Michael O'Hara	[phone]

1 The 8.375% Cancellation Price comprises both (i) the nominal value of the 8.375% Preference Share being £1 and (ii) a special dividend of £0.44 per 8.375% Preference Share. The 8.375% Cancellation Price is the same amount as the 8.375% Tender Offer Price, as further described herein. The 8.375% Cancellation Amount (being the sum of the 8.375% Cancellation Price and the 8.375% Accrued Dividend Amount (as defined below)) will be paid in respect of all 8.375% Preference Shares, including such Preference Shares validly tendered in the Tender Offer. For the avoidance of doubt, in no circumstances will an 8.375% Preference Shareholder receive both the 8.375% Tender Offer Consideration (as defined below) and the 8.375% Cancellation Amount.

2 The 8.375% Accrued Dividend Amount is an amount equal to arrears (if any) and accruals of the dividends payable in accordance with the 8.375% Preference Share Terms calculated from the last Dividend Payment Date preceding the Cancellation Settlement Date or the Tender Offer Settlement Date (whichever is applicable) up to and including the Cancellation Settlement Date or the Tender Offer Settlement Date (whichever is applicable) in respect of the 8.375% Preference Shares as further described herein (the "8.375% Accrued Dividend Amount"). The 8.375% Accrued Dividend Amount will be equal to 1.2 per cent., or 1.2p for each 8.375% Preference Share if the Cancellation Settlement Date were to fall on 22 May 2025 as set out in the indicative timetable in the section of this announcement headed "Expected Timetable". This amount is indicative only and will change if the Cancellation Settlement Date does not fall on 22 May 2025.

3 The 8.375% Tender Offer Price has been calculated to include a premium above the prevailing quoted mid-market price for the 8.375% Preference Shares on the London Stock Exchange (on a 'clean price' basis) (as set out in more detail in Question 14 of the section of the Tender Offer Memorandum headed "Questions and Answers about the Tender Offer and the Resolutions").

4 The 8.375% Accrued Dividend Amount will be equal to 0.8 per cent., or 0.8p for each 8.375% Preference Share if the Tender Offer Settlement Date were to fall on 2 May 2025 as set out in the indicative timetable in the section of this announcement headed "Expected Timetable". This amount is indicative only and will change if the Tender Offer Settlement Date does not fall on 2 May 2025.

5 The 8.750% Cancellation Price comprises both (i) the nominal value of the 8.750% Preference Share being £1 and (ii) a special dividend of £0.50 per 8.750% Preference Share. The 8.750% Cancellation Price is the same amount as the 8.750% Tender Offer Price, as further described herein. The 8.750% Cancellation Amount (being the sum of the 8.750% Cancellation Price and the 8.750% Accrued Dividend Amount (as defined below)) will be paid in respect of all 8.750% Preference Shares, including such Preference Shares validly tendered in the Tender Offer. For the avoidance of doubt, in no circumstances will an 8.750% Preference Shareholder receive both the 8.750% Tender Offer Consideration and the 8.750% Cancellation Amount.

6 The 8.750% Accrued Dividend Amount is an amount equal to arrears (if any) and accruals of the dividends payable in accordance with the 8.750% Preference Share Terms calculated from the last Dividend Payment Date preceding the Cancellation Settlement Date or the Tender Offer Settlement Date (whichever is applicable) up to and including the Cancellation Settlement Date or the Tender Offer Settlement Date (whichever is applicable) in respect of the 8.750% Preference Shares as further described herein (the "8.750% Accrued Dividend Amount"). The 8.750% Accrued Dividend Amount will be equal to 3.4 per cent., or 3.4p for each 8.750% Preference Share if the Cancellation Settlement Date were to fall on 22 May 2025 as set out in the indicative timetable in the section of this announcement headed "Expected Timetable". This amount is indicative only and will change if the Cancellation Settlement Date does not fall on 22 May 2025.

7 The 8.750% Tender Offer Price has been calculated to include a premium above the prevailing quoted mid-market price for the 8.750% Preference Shares on the London Stock Exchange (on a 'clean price' basis) (as set out in more detail in Question 14 of the section of the Tender Offer Memorandum headed "Questions and Answers about the Tender Offer and the Resolutions").

8 The 8.750% Accrued Dividend Amount will be equal to 2.9 per cent., or 2.9p for each 8.750% Preference Share if the Tender Offer Settlement Date were to fall on 2 May 2025 as set out in the indicative timetable in the section of this announcement headed "Expected Timetable". This amount is indicative only and will change if the Tender Offer Settlement Date does not fall on 2 May 2025.

9 If you tender your 8.375% Preference Shares in the Tender Offer (Option 1) you will automatically appoint the Chair as your proxy to vote in favour of the Advisory Vote Resolution and the Cancellation Resolution.

10 To appoint the Chair as your proxy to vote in respect of the Advisory Vote Resolution and the Cancellation Resolution without tendering your 8.375% Preference Shares and be eligible for the Voting Fee, you should submit a Voting Only Instruction (Option 2) in accordance with the procedures set out in the Shareholder Circular.

11 The 8.375% Cancellation Price comprises both (i) the nominal value of the 8.375% Preference Share being £1 and (ii) a special dividend of £0.44 per 8.375% Preference Share. The 8.375% Cancellation Price is the same amount as the 8.375% Tender Offer Price, as further described herein. The 8.375% Cancellation Amount (being the sum of the 8.375% Cancellation Price and the 8.375% Accrued Dividend Amount) will be paid in respect of all 8.375% Preference Shares, including such Preference Shares validly tendered in the Tender Offer. For the avoidance of doubt, in no circumstances will an 8.375% Preference Shareholder receive both the 8.375% Tender Offer Consideration and the 8.375% Cancellation Amount.

12 This amount is indicative only and assumes that the Cancellation Settlement Date will fall on 22 May 2025. If the Cancellation Settlement Date does not fall on 22 May 2025 the 8.375% Accrued Dividend Amount will change.

13 8.375% Preference Shareholders who attend the Meetings in person or via the Virtual Meeting Platform or appoint someone other than the Chair as their proxy or appoint the Chair as their proxy to attend the Meetings but withhold their vote will not receive the Voting Fee.

14 If you tender your 8.750% Preference Shares in the Tender Offer (Option 1) you will automatically appoint the Chair as your proxy to vote in favour of the Advisory Vote Resolution and the Cancellation Resolution.

15 To appoint the Chair as your proxy to vote in respect of the Advisory Vote Resolution and the Cancellation Resolution without tendering your 8.750% Preference Shares, you should submit a Voting Only Instruction (Option 2) in accordance with the procedures set out in the Shareholder Circular.

16 The 8.750% Cancellation Price comprises both (i) the nominal value of the 8.750% Preference Share being £1 and (ii) a special dividend of £0.50 per 8.750% Preference Share. The 8.750% Cancellation Price is the same amount as the 8.750% Tender Offer Price, as further described herein. The 8.750% Cancellation Amount (being the sum of the 8.750% Cancellation Price and the 8.750% Accrued Dividend Amount) will be paid in respect of all 8.750% Preference Shares, including such Preference Shares validly tendered in the Tender Offer. For the avoidance of doubt, in no circumstances will an 8.750% Preference Shareholder receive both the 8.750% Tender Offer Consideration and the 8.750% Cancellation Amount.

17 This amount is indicative only and assumes that the Cancellation Settlement Date will fall on 22 May 2025. If the Cancellation Settlement Date does not fall on 22 May 2025 the 8.750% Accrued Dividend Amount will change.

18 8.750% Preference Shareholders who attend the Meetings in person or via the Virtual Meeting Platform or appoint someone other than the Chair as their proxy or appoint the Chair as their proxy to attend the Meetings but withhold their vote will not receive the Voting Fee.

19 The 8.375% Tender Offer Consideration comprises the 8.375% Tender Offer Price and the 8.375% Accrued Dividend Amount. The 8.375% Tender Offer Price will be paid in respect of the 8.375% Preference Shares validly tendered in the Tender Offer and accepted for purchase and has been calculated to include a premium above the prevailing quoted mid-market price for the 8.375% Preference Shares on the London Stock Exchange (on a 'clean price' basis) (as set out in more detail in Question (14) of the section of the Tender Offer Memorandum headed "Questions and Answers about the Tender Offer and the Resolutions"). The 8.375% Tender Offer Price is the same as the 8.375% Cancellation Price, as further discussed in the Tender Offer Memorandum. For the avoidance of doubt, in no circumstances will an 8.375% Preference Shareholder receive both the 8.375% Tender Offer Consideration and the 8.375% Cancellation Amount.

20 This amount is indicative only and assumes that the Tender Offer Settlement Date will fall on 2 May 2025. If the Tender Offer Settlement Date does not fall on 2 May 2025 the 8.375% Accrued Dividend Amount will change.

21 The 8.750% Tender Offer Price will be paid in respect of the 8.750% Preference Shares validly tendered in the Tender Offer and accepted for purchase and has been calculated to include a premium above the prevailing quoted mid-market price for the 8.750% Preference Shares on the London Stock Exchange (on a 'clean price' basis) (as set out in more detail in Question 14 of the section of the Tender Offer Memorandum headed "Questions and Answers about the Tender Offer and the Resolutions"). The 8.750% Tender Offer Price is the same as the 8.750% Cancellation Price, as further discussed in the Tender Offer Memorandum. For the avoidance of doubt, in no circumstances will an 8.750% Preference Shareholder receive both the 8.750% Tender Offer Consideration and the 8.750% Cancellation Amount.

22 This amount is indicative only and assumes that the Tender Offer Settlement Date will fall on 2 May 2025. If the Tender Offer Settlement Date does not fall on 2 May 2025 the 8.750% Accrued Dividend Amount will change.

23 If the Advisory Vote Resolution and Capital Reduction Resolutions are passed, but the Cancellation is not implemented for any reason, then, provided that the Tender Offer Resolution is passed, the Issuer will proceed with the repurchase of the Preference Shares pursuant to the Tender Offer and the Tender Offer Settlement Date will be later than 2 May 2025. For the avoidance of doubt, in the event the Tender Offer is implemented, while Certificated Holders may receive the Tender Offer Consideration later than CREST Participants (who are expected to receive the Tender Offer Consideration on the Tender Offer Settlement Date), the Accrued Dividend Amount will be calculated on the same basis for all Preference Shareholders who have validly tendered their shares, and will cease to accrue on the Tender Offer Settlement Date.

 

END