REG - Aviva PLC - Tender Offer and Vote on Preference Shares
11/03/2025 07:15
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RNS Number : 1620A 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
(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% Tender Offer Consideration of £1.448 per 8.375% Preference Share
8.375% Cancellation Price together with the 8.375% Accrued Dividend Amount) (being the 8.375% Tender Offer Price together with the 8.375% Accrued Dividend
Amount)
8.375% Cancellation Price(1) 8.375% Accrued Dividend Amount(2) 8.375% Tender Offer Price(3) 8.375% Accrued Dividend Amount(4)
£1 per 8.375% Preference Share 1.2p per 8.375% Preference Share £1.44 per 8.375% Preference Share 0.8p per 8.375% Preference Share
plus a Special Dividend of £0.44 per 8.375% Preference Share (As the Cancellation and Tender Offer have different settlement dates, the (As the Cancellation and Tender Offer have different settlement dates, the
8.375% Accrued Dividend Amount will differ depending on whether the 8.375% Accrued Dividend Amount will differ depending on whether the
(The 8.375% Cancellation Price is the same amount as the 8.375% Tender Offer Cancellation or Tender Offer is implemented.) Cancellation or Tender Offer is implemented.)
Price, as further described herein.)
8.750% Preference Shares
Cancellation Tender Offer
8.750% Cancellation Amount of £1.534 per 8.750% Preference Share (being the 8.750% Tender Offer Consideration of £1.529 per 8.750% Preference Share
8.750% Cancellation Price together with the 8.750% Accrued Dividend Amount) (being the 8.750% Tender Offer Price together with the 8.750% Accrued Dividend
Amount)
8.750% Cancellation Price(5) 8.750% Accrued Dividend Amount(6) 8.750% Tender Offer Price(7) 8.750% Accrued Dividend Amount(8)
£1 per 8.750% Preference Share 3.4p per 8.750% Preference Share £1.50 per 8.750% Preference Share 2.9p per 8.750% Preference Share
plus a Special Dividend of £0.50 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
(The 8.750% Cancellation Price is the same amount as the 8.750% Tender Offer (As the Cancellation and Tender Offer have different settlement dates, the Cancellation or Tender Offer is implemented.)
Price, as further described herein.) 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% 8.375% CANCELLATION PRICE(11) 8.375% ACCRUED DIVIDEND AMOUNT(12) VOTING FEE(13)
Preference Shares in the Tender Offer(9), or by otherwise appointing the Chair
as your proxy to vote on your behalf under the Voting Only Instruction (Option
2)(10))
(expressed (expressed as an amount)
as a
percentage of the nominal value of each Preference Share)
YES £1 per 8.375% Preference Share 1.2p per 8.375% Preference Share 2% per 8.375% Preference Share £0.02 per
plus a Special Dividend of £0.44 per 8.375% Preference Share 8.375% Preference Share
NO £1 per 8.375% Preference Share 1.2p per 8.375% Preference Share 0.00% £0
plus a Special Dividend of £0.44 per 8.375% Preference Share
8.750% PREFERENCE SHARES
DID YOU VOTE? (either by tendering your 8.750% Preference Shares in the Tender 8.750% CANCELLATION PRICE(16) 8.750% ACCRUED DIVIDEND AMOUNT(17) VOTING FEE(18)
Offer(14), or by otherwise appointing the Chair as your proxy to vote on your
behalf under the Voting Only Instruction (Option 2)(15))
(expressed (expressed as an amount)
as a
percentage of the nominal value of each Preference Share)
YES £1 per 8.750% Preference Share plus a Special Dividend of £0.50 per 8.750% 3.4p per 8.750% Preference Share 2% per 8.750% Preference Share £0.02 per
Preference Share
8.750% Preference Share
NO £1 per 8.750% Preference Share plus a Special Dividend of £0.50 per 8.750% 3.4p per 8.750% Preference Share 0.00% £0
Preference Share
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 PRICE(19) 8.375% ACCRUED DIVIDEND AMOUNT(20) 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 PRICE(21) 8.750% ACCRUED DIVIDEND AMOUNT(22) 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 (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 11 March 2025
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.
Institutional Expiration Deadline 1.00 p.m. on 18 March 2025
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.
Interim Institutional Investors Tender Participation Announcement 19 March 2025
Announcement of the percentage of Preference Shares validly tendered by
Institutional Investors prior to the Institutional Expiration Deadline.
Retail Expiration Deadline 1.00 p.m. on 8 April 2025
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.
Tender Offer Record Time 6.00 p.m. on 8 April 2025
Record time to determine holdings for valid participation in the Tender Offer.
Tender Participation Announcement 9 April 2025
Announcement of the total percentage of Preference Shares validly tendered
pursuant to the Tender Offer.
Proxy Deadline 12 noon on 11 April 2025
Final deadline for receipt by the Receiving Agent of a Voting Only Instruction
(Option 2) or Voting Only Instruction (Option 3) from Preference Shareholders.
Voting Record Time 6.00 p.m. on 11 April 2025
Record time to determine holdings for valid participation at the Advisory Vote
Meeting and the General Meeting.
Advisory Vote Meeting 11.00 a.m. on 15 April 2025
Date on which the Advisory Vote Meeting will take place to consider and, if
thought fit, pass the Advisory Vote Resolution.
General Meeting 12 noon on 15 April 2025 (or 15 minutes after the Advisory Vote Meeting is
concluded or adjourned, whichever is later)
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.
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 30 April 2025
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.
Tender Offer Settlement Date 2 May 2025
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)
Confirmation hearing 13 May 2025
If the Advisory Vote Resolution and Capital Reduction Resolutions are passed,
this is the expected date of the Court hearing to confirm the Cancellation.
Last day of dealings in, and registration of transfer of, and disablement in 13 May 2025
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.
Record date for entitlement to Special Dividend 6.00 p.m. on 13 May 2025
If the Cancellation is implemented, this is the expected record date for
determining a Preference Shareholder's entitlement to the Special Dividend.
Suspension of listing, if applicable 7.30 a.m. on 14 May 2025
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.
Registration date of Court order and effective date of the Cancellation 14 May 2025
If the Cancellation is implemented, this is the expected date of the
Cancellation becoming effective.
De-listing of the Preference Shares, if applicable 15 May 2025
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.
Cancellation Settlement Date 22 May 2025
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.
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
(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: 0371 495 0105 (if calling from within the UK)
Telephone: +44 117 378 8361 (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: 0333 300 1934 (if calling from the UK)
Telephone: +44 333 300 1934 (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 Lloyds Bank Corporate Markets plc
100 Bishopsgate 10 Gresham Street
London EC2M 1GT London EC2V 7AE
Telephone: +44 (0)207 029 8000 Telephone: +44 20 7158 1719 / 1726
Attention: Liability Management Attention: Liability Management
Email: liabilitymanagement@jefferies.com Email: LBCMLiabilityManagement@lloydsbanking.com
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 +44 (0)7800 694 276
Sarah Swailes +44 (0)7800 694 859
Analysts:
Greg Neilson +44 (0)7800 694 564
Joel von Sternberg +44 (0)7384 231 238
Michael O'Hara +44 (0)7387 234 388
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.
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