Last checked at 12 Mar 2021 07:00
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
AVIVA plc
(incorporated in England with limited liability, registered number 2468686)
announces the indicative results of its tender offers for certain series of Euroand Sterling denominated notes and the upsizing of such tender offers
12 March 2021
On 4 March 2021, Aviva plc (the Offeror) announced separate invitations (i) to holders of its outstanding €500,000,000 0.625 per cent. Senior Notes due 2023 (ISIN: XS1509003361) (the 2023 Senior Notes), €750,000,000 1.875 per cent. Senior Notes due 2027 (ISIN: XS1908273219) (the 2027 Senior Notes), £700,000,000 6.125 per cent. Tier 2 Reset Notes due 2036 (ISIN: XS0138717441) (the 2036 Tier 2 Notes), €650,000,000 6.125 per cent. Tier 2 Reset Notes due 2043 (ISIN: XS0951553592) (the 2043 Tier 2 Notes), €700,000,000 3.875 per cent. Tier 2 Reset Notes due 2044 (ISIN: XS1083986718) (the 2044 Tier 2 Notes), €900,000,000 3.375 per cent. Tier 2 Reset Notes due 2045 (ISIN: XS1242413679) (the 2045 Tier 2 Notes) and £800,000,000 6.125 per cent. Fixed Rate Perpetual Reset Subordinated Notes (ISIN: XS0177447983) (the Perpetual Notes), and (ii) to holders of the outstanding £500,000,000 8.25 per cent. Fixed Rate Subordinated Notes due 2022 (ISIN: XS0620022128) (the Friends Life Notes) of Friends Life Holdings Plc (formerly known as Friends Provident Holdings (UK) plc) (together such notes described in (i) and (ii) above, the Notes and each such series, a Series) to tender their outstanding Notes for purchase by the Offeror for cash up to an aggregate nominal amount of £800,000,000 (converted, where applicable, into Sterling at the Applicable Euro/Sterling Exchange Rate), subject as set out in the Tender Offer Memorandum dated 4 March 2021 (the Tender Offer Memorandum) prepared by the Offeror (each such invitation an Offer and together the Offers).
The Offers expired at 4.00 p.m. (London time) on 11 March 2021 (the Expiration Deadline) and the Offeror now announces the indicative results of the Offers.
The Offers were made on the terms and subject to the conditions contained in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Indicative Non-Binding Results
As at the Expiration Deadline, approximately £2 billion in aggregate nominal amount of Notes with a Priority Level of 1 (converted, where applicable, into Sterling at the Applicable Euro/Sterling Exchange Rate, being €1.00 = £0.85611) had been validly tendered pursuant to the relevant Offers.
Accordingly, the Offeror announces that, in the event that it decides to accept valid tenders of Notes of any Series pursuant to the relevant Offer(s), it (i) proposes to accept an aggregate nominal amount of Notes (converted, where applicable, into Sterling at the Applicable Euro/Sterling Exchange Rate) of up to the increased level of approximately £1 billion (subject to the right of the Offeror, in its sole discretion, to accept significantly more or significantly less than (or none of) such aggregate nominal amount of Notes for purchase pursuant to the relevant Offer(s)) and (ii) expects that each Series Acceptance Amount for Notes with a Priority Level of 1, and any Scaling Factor that will apply as a consequence, will be set as follows:
Priority Level | Notes | Indicative non-binding Series Acceptance Amount | Indicative non-binding Scaling Factor |
1 | 2023 Senior Notes | €185,127,000 | Not Applicable(All valid tenders of 2023 Senior Notes accepted in full) |
1 | 2027 Senior Notes | €285,998,000 | Not Applicable(All valid tenders of 2027 Senior Notes accepted in full) |
1 | 2036 Tier 2 Notes | £0 | 0 per cent.(No valid tenders of 2036 Tier 2 Notes accepted) |
1 | 2043 Tier 2 Notes | €348,818,000 | Not Applicable(All valid tenders of 2043 Tier 2 Notes accepted in full) |
1 | Perpetual Notes | £298,010,000 | 53.38 per cent. |
1 | Friends Life Notes | £0 | 0 per cent.(No valid tenders of Friends Life Notes accepted) |
Noteholders should note that the above is a non-binding indication of the levels at which the Offeror expects to set each Series Acceptance Amount for Notes with a Priority Level of 1 and any applicable Scaling Factor that would be applied as a consequence.
The Offeror does not intend to accept any validly tendered Notes with a Priority Level of 2 (being the 2044 Tier 2 Notes and the 2045 Tier 2 Notes) for purchase pursuant to the relevant Offers.
Pricing and Settlement
Pricing for the Offers in relation to the Fixed Purchase Spread Notes will take place at or around 2.00 p.m. (London time) on 12 March 2021 (the Pricing Time). As soon as reasonably practicable after the Pricing Time on 12 March 2021, the Offeror will announce whether it will accept valid tenders of Notes for purchase pursuant to all or any of the Offers and, if so accepted, each Series Acceptance Amount, the Purchase Yield for each Series of the Fixed Purchase Spread Notes, the Benchmark Security Rate (in respect of the 2036 Tier 2 Notes), each Interpolated Mid-Swap Rate (in respect of each Series of Fixed Purchase Spread Notes other than the 2036 Tier 2 Notes), each Purchase Price, any Scaling Factors that will be applied to Notes of any Series and the aggregate nominal amount of the relevant Series outstanding post settlement of the relevant Offer(s).
The Settlement Date in respect of any Notes accepted for purchase pursuant to the Offers is expected to be 16 March 2021.
Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: liabilitymanagement.europe@citi.com) and J.P. Morgan Securities plc (Telephone: +44 207 134 2468; Attention: Liability Management; Email: liability_management_EMEA@jpmorgan.com) are acting as Dealer Managers for the Offers made to Relevant Noteholders.
Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880; Attention: Owen Morris; Email: aviva@lucid-is.com) is acting as Tender Agent for the Offers.
This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MAR), encompassing information relating to the indicative results of the Offers described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) No. 2016/1055 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Kirstine Cooper, Group Company Secretary at the Offeror.
LEI Number: YF0Y5B0IB8SM0ZFG9G81
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes or an invitation to participate in the Offers.