REG - Aviva PLC - Rule 4.2 Announcement

AvivaAnnouncement

22/04/2025 09:01

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250422:nRSV5478Fa&default-theme=true

RNS Number : 5478F  Aviva PLC  22 April 2025

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

FOR IMMEDIATE RELEASE

22 April 2025

RECOMMENDED CASH AND SHARE OFFER

For Direct Line insurance group plc ("Direct line")

BY AVIVA PLC ("AVIVA")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

SALE OF SECURITIES FOLLOWING PENSION TRANSFER IN

As required pursuant to Rule 4.2 of the City Code on Takeovers and Mergers
(the "Code"), Aviva notes that it intends to sell 52,109 ordinary shares of
Direct Line (the "Direct Line Shares") received in the ordinary course of its
occupational pension scheme business.

The Aviva Master Trust is an occupational pension scheme, governed by a wholly
independent trustee board, which manages assets on behalf of its members. In
line with normal industry practice, when the Aviva Master Trust secures a new
client, the assets of the existing occupational scheme are often transferred
in specie to the Aviva Master Trust.

Following a recent client onboarding, Aviva Investors (on behalf of the Aviva
Master Trust) received 52,109 Direct Line Shares. The index of securities held
by the receiving fund (which is derived from the investment strategy chosen by
the underlying client) does not include any Direct Line ordinary shares.
Therefore, Aviva Investors is required to sell the Direct Line Shares and will
do so not less than 24 hours following this announcement.

The Panel on Takeover and Mergers has confirmed on an ex-parte basis that such
dealings in these Direct Line Shares shall have no Code consequences.

Enquiries:

 Aviva
 Media
 Andrew Reid                                                +44 (0)7800 694 276
 Sarah Swailes                                              +44 (0)7800 694 859
 Investors and analysts
 Greg Neilson                                               +44 (0)7800 694 564
 Joel von Sternberg                                         +44 (0)7384 231 238
 Michael O'Hara                                             +44 (0)7387 234 388
 Citi (Joint Financial Adviser and Joint Corporate Broker to Aviva)
 Peter Brown / Sian Evans / Peter Catterall / Michael Lamb  +44 (0)20 7986 4000

 Goldman Sachs International (Joint Financial Adviser and Joint Corporate
 Broker to Aviva)
 Anthony Gutman / Nimesh Khiroya / Bertie Whitehead         +44 (0)20 7774 1000

 

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition or otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise; nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful.

 

The Acquisition will be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the offer document)
which, together with any related Forms of Proxy, contains the full terms and
conditions of the Acquisition.

 

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

This announcement does not constitute a prospectus or prospectus equivalent
document.

 

Important notices about financial advisers

Citi Global Markets Limited ("Citi"), which is authorised by the PRA and
regulated in the United Kingdom by the PRA and FCA is acting as financial
adviser exclusively for Aviva and for no one else in connection with the
matters described in this announcement, and will not be responsible to anyone
other than Aviva for providing the protections afforded to its clients nor for
providing advice in relation to the matters referred to in this announcement.
Neither Citi nor any of its affiliates, directors or employees owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, tort, in delict, under statute or
otherwise) to any person who is not a client of Citi in connection with this
announcement, any statement contained herein or otherwise.

Goldman Sachs International, which is authorised by the PRA and regulated by
the PRA and the FCA in the United Kingdom, is acting exclusively for Aviva and
no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than Aviva for providing the
protections afforded to clients of Goldman Sachs International, or for
providing advice in connection with the matters referred to in this
announcement.

 

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and any document incorporated by reference will be made available, free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Direct Line's website at
https://www.directlinegroup.co.uk/en/investors and Aviva's website at
https://www.aviva.com/investors/ by no later than 12.00 noon (London time) on
the Business Day following the date of this announcement.

 

For the avoidance of doubt, the contents of these websites are not
incorporated into, and do not form part of, this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPIRMPTMTMBBJA