REG - Aviva PLC - Aviva plc Return of Capital Update

AvivaAnnouncement

16/05/2022 08:15

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RNS Number : 5044L  Aviva PLC  16 May 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

 

16 May 2022

Aviva plc

Return of Capital Update

Issue of B Shares, Share Consolidation and Admission of New Ordinary Shares

Further to the publication on 5 April 2022 of the explanatory circular
regarding the B Share Scheme and Share Consolidation (the "Circular"), and the
passing of all the required Resolutions at the General Meeting of Aviva plc
("Aviva" or the "Company") on 9 May 2022, the Company announces that the
allotment and issue of 3,687,322,000 B Shares relating to the B Share Scheme
(there being 3,687,322,000 Existing Ordinary Shares in issue at the Record
Time) will occur today. The Share Consolidation and admission of the New
Ordinary Shares to the premium listing segment of the Official List and to
trading on the London Stock Exchange's Main Market for listed securities are
due to take place no later than 8.00 a.m. today.

This follows the announcement on 2 March 2022 that Aviva intends to return
£3.75 billion to the holders of its ordinary shares (the "Shareholders") and
holders of American depositary shares representing ordinary shares ("ADSs") in
the form of a payment of 101.69 pence per ordinary share. This is in addition
to the £1 billion share buy-back which was completed on 31 March 2022.

No application has been, or will be, made to the FCA or to the London Stock
Exchange, respectively, for any of the B Shares to be admitted to the Official
List or to trading on the London Stock Exchange's main market for listed
securities, nor will the B Shares be listed or admitted to trading on any
other recognised investment exchange.

No share certificates will be issued in respect of the B Shares and no CREST
accounts will be credited with the B Shares.

Assuming there is no unexpected change in the position of the Company or
market conditions generally, the Company intends that the B Shares will be
redeemed tomorrow for 101.69 pence per B Share. It is expected that
Shareholders and holders of ADSs entitled to receive payments in respect of
the proceeds of the redemption of the B Shares will receive payment by 31 May
2022 in respect of the Existing Ordinary Shares, and by 6 June 2022 in respect
of the ADSs.

Unless a holding of Existing Ordinary Shares is exactly divisible by 100, a
Shareholder will have a fractional entitlement to a New Ordinary Share
following the Share Consolidation. Fractional entitlements arising from the
Share Consolidation will be aggregated into New Ordinary Shares and sold in
the market on behalf of such Shareholders. The net proceeds of the sale (after
deduction of all expenses and commissions incurred) will be distributed pro
rata to relevant Shareholders. The electronic payments in respect of the net
proceeds of sale will be despatched to relevant Shareholders or CREST accounts
credited with the net proceeds, as appropriate, together with certificates for
New Ordinary Shares, where applicable, by 31 May 2022.

At or around the same time as the Share Consolidation, the Depositary will
consolidate the ADSs in the same manner as the Existing Ordinary Shares to
reflect the Share Consolidation, with fractional entitlements being sold and
net cash proceeds (net of applicable fees, taxes, and expenses) being
distributed to applicable ADS Holders by 6 June 2022.

In accordance with the FCA's Disclosure Guidance and Transparency Rule
5.6.1(A) and further to the announcement on 9 May 2022, the Company confirms
that, post completion of the previously announced B Share Scheme and Share
Consolidation, the Company's total issued share capital will consist of
2,802,364,720 Ordinary Shares of 32 17/19 pence each, with each Ordinary Share
carrying the right to one vote.

 

Capitalised terms used in this announcement which are not otherwise defined
have the same meaning as in the Circular, which is available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website at www.aviva.com/return-of-capital.

 

-ends-

 

Enquiries:

 

Analysts:

 

 Rupert Taylor Rea                                                                 +44 (0)7385 494 440
 Joel von                                                                          +44 (0)7384 231 238
 Sternberg
 Michael O'Hara                                                                    +44 (0)7387 234 388

 

 

 

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of Aviva.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. The information in this
announcement is subject to change.

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities pursuant
to this announcement or otherwise.

This announcement has been prepared in accordance with and for the purpose of
complying with English law and the Listing Rules and Disclosure Guidance and
Transparency Rules of the FCA. The information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside of England and Wales.

 

This announcement introduces the proposals contained in the Circular, which
should be read by shareholders before taking a decision. The announcement is
not a summary of the proposals and should not be regarded as a substitute for
reading the Circular.

 

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the law of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own financial advice
immediately from your stockbroker, bank manager, fund manager, solicitor,
accountant or other appropriate independent financial adviser duly authorised
      under the Financial Services and Markets Act 2000 if you are
resident in the United Kingdom or, if not, from any appropriately authorised
independent financial adviser.

 

 

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