REG - Aviva PLC - Cancellation and de-listing of preference shares

AvivaAnnouncement

Today 07:05

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RNS Number : 6852I  Aviva PLC  15 May 2025

 

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.

 

15 May 2025

Aviva plc

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

CANCELLATION AND DE-LISTING IN RELATION TO 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

 

Further to the announcement made by the Issuer on 13 May 2025 regarding the
Court sanction in respect of the Cancellation, the Issuer today announces that
following the registration of the court order confirming the Cancellation at
the registrar of companies, the Cancellation became effective on 14 May 2025.
Further, following an application on behalf of the Issuer, the Financial
Conduct Authority has confirmed that it will cancel the listing of the
Preference Shares on the Official List maintained by the Financial Conduct
Authority and that the London Stock Exchange will therefore automatically
cancel the trading of the Preference Shares on the London Stock Exchange's
main market for listed securities, in each case with effect from 8.00 a.m.
today, 15 May 2025.

 

The Cancellation Settlement Date is expected to be 22 May 2025.

 

Capitalised terms used but not defined herein have the meanings given to them
in the Tender Offer Memorandum.

 

 

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.

Ordinary shareholders

Ordinary shareholders who have questions regarding this announcement should contact Computershare on 0371 495 0105 (if calling from within the UK) or +44 117 378 8361 (if calling from outside the UK).
Preference shareholders

Preference shareholders who have questions regarding this announcement should
contact aviva.shareholders@aviva.com

Institutional Investors

Institutional Investors who have questions regarding this announcement should
contact the Dealer Managers:

 

 Jefferies International Limited            Lloyds Bank Corporate Markets plc

 100 Bishopsgate                            10 Gresham Street

 London EC2N 4JL                            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

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. 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.

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.

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

 

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