REG - Aviva PLC - Final Result of Tender Offer

AvivaAnnouncement

29/05/2026 14:00

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RNS Number : 2910G  Aviva PLC  29 May 2026

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF (I) 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; AND (II) ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

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 (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 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 and Wales with limited liability, registered number
02468686)

announces the final results of the tender offers for its outstanding
£700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due
2036 (ISIN: XS0138717441) and €750,000,000 1.875 per cent. Senior Notes due
2027 (ISIN: XS1908273219) and the outstanding £350,000,000 Fixed Rate Reset
Perpetual Restricted Tier 1 Contingent Convertible Notes (ISIN: XS1728036366)
of Direct Line Insurance Group Limited

29 May 2026

On 19 May 2026, Aviva plc (the Offeror) announced separate invitations to
eligible holders of (i) its outstanding £700,000,000 6.125 per cent.
Fixed/Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441) (of
which £200,000,000 in aggregate nominal amount remains outstanding) (the Tier
2 Notes) and €750,000,000 1.875 per cent. Senior Notes due 2027 (ISIN:
XS1908273219) (of which €464,002,000 in aggregate nominal amount remains
outstanding) (the Senior Notes); and (ii) the outstanding £350,000,000 Fixed
Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (ISIN:
XS1728036366) (of which £350,000,000 in aggregate nominal amount remains
outstanding) (the RT1 Notes and, together with the Tier 2 Notes and the Senior
Notes, the Notes and each a Series) of Direct Line Insurance Group Limited
(formerly known as Direct Line Insurance Group plc), in each case to tender
their outstanding Notes for purchase by the Offeror for cash, on the terms and
subject to the satisfaction (or waiver) of the New Financing Condition and the
other conditions contained in the tender offer memorandum dated 19 May 2026
(the Tender Offer Memorandum) prepared by the Offeror (each such invitation an
Offer and, together, the Offers).

On 20 May 2026, the Offeror announced that the Capped Offers Maximum
Acceptance Amount (applicable to the Offers for the RT1 Notes and the Senior
Notes) had been set at £298,346,750 in aggregate nominal amount of the Notes.

Settlement of the issue of the New Notes took place on 28 May 2026, and the
Offeror announced earlier today that the New Financing Condition has been
satisfied.

The Offers expired at 4.00 p.m. (London time) on 28 May 2026 (the Expiration
Deadline) and the Offeror now announces the final results of the Offers.

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

Pricing in respect of the Offers took place at or around 11.00 a.m. (London
time) today.

Final Results and Pricing for the Tier 2 Notes

The Offeror will accept for purchase all of the Tier 2 Notes that were validly
tendered, and there will be no scaling of any tenders of Tier 2 Notes for
purchase pursuant to the relevant Offer. A summary of the final pricing for,
and results of, the Offer in respect of the Tier 2 Notes is set out in the
table below:

 Aggregate nominal amount of Tier 2 Notes accepted pursuant to the relevant  Benchmark Security Rate  Purchase Spread  Purchase Yield (annualised)  Purchase Price
 Offer
 £86,200,000                                                                 4.132 per cent.          75 bps           4.942 per cent.              100.490 per cent.

The Offeror will also pay an Accrued Interest Payment in respect of the Tier 2
Notes accepted for purchase pursuant to the relevant Offer, as further
described in the Tender Offer Memorandum.

Final Results and Pricing for the RT1 Notes and the Senior Notes

As indicated in the indicative results announcement released by the Offeror
earlier today, the Offeror has exercised its right to set the Capped Offers
Final Acceptance Amount at a level that is higher than the previously
announced Capped Offers Maximum Acceptance Amount, and has now decided to set
the Capped Offers Final Acceptance Amount at £400,001,995, and to set each
Capped Offer Series Acceptance Amount:

(i)            in respect of the RT1 Notes, at £338,285,000 and,
accordingly, the Offeror will accept all of the RT1 Notes that were validly
tendered, and there will be no scaling of any tenders of any RT1 Notes for
purchase pursuant to the relevant Offer; and

(ii)           in respect of the Senior Notes, at €71,210,000 and,
accordingly, the Offeror will accept Senior Notes validly tendered for
purchase pursuant to the relevant Offer subject to pro rata scaling at a
Scaling Factor of 81.9 per cent.

A summary of the final pricing for, and results of, the Offers in respect of
the RT1 Notes and the Senior Notes is set out in the table below:

 Series        Capped Offer Series Acceptance Amount  Scaling Factor  Benchmark Security Rate or Interpolated Mid-Swap Rate  Purchase Spread  Purchase Yield   Purchase Price
 RT1 Notes     £338,285,000                           Not Applicable  4.153 per cent.                                        70 bps           4.853 per cent.  99.850 per cent.
 Senior Notes  €71,210,000                            81.9 per cent.  2.712 per cent.                                        5 bps            2.762 per cent.  98.748 per cent.

General

The Offeror will also pay an Accrued Interest Payment in respect of any Notes
accepted for purchase pursuant to the relevant Offers, as further described in
the Tender Offer Memorandum.

The Settlement Date in respect of any Notes accepted for purchase pursuant to
the Offers is expected to be 1 June 2026. The Offeror intends to cancel all
Notes purchased by it pursuant to the Offers.

Following settlement of the Offers, (i) £11,715,000 in aggregate nominal
amount of the RT1 Notes, (ii) €392,792,000 in aggregate nominal amount of
the Senior Notes; and (iii) £113,800,000 in aggregate nominal amount of the
Tier 2 Notes, will remain outstanding. As previously announced by the Offeror
on 19 May 2026, all of the Tier 2 Notes that remain outstanding on 19 June
2026 will be redeemed on such date at their Special Redemption Price (to be
determined in accordance with the terms and conditions of the Tier 2 Notes)
together with interest accrued to (but excluding) such redemption date.

Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability
Management Group; Email: eu.lm@barclays.com), Deutsche Bank AG, London Branch
(Telephone: +44 207 545 8011; Attention: Liability Management Group), HSBC
Bank plc (Telephone: +44 20 7992 6237; Attention: Liability Management, DCM;
Email: LM_EMEA@hsbc.com), J.P. Morgan Securities plc (Telephone: +44 207 134
2468; Attention: EMEA Liability Management Group; Email:
liability_management_EMEA@jpmorgan.com) and Morgan Stanley & Co.
International plc (Telephone: +44 20 7677 5040; Attention: Liability
Management Team, Global Capital Markets; Email:
liabilitymanagementeurope@morganstanley.com) are acting as Dealer Managers (in
respect of the Offers as made to Relevant Noteholders).

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Arlind
Bytyqi; Email: aviva@is.kroll.com; Offer Website:
https://deals.is.kroll.com/aviva) 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 (i)
Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK
MAR); and (ii) Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR),
encompassing information relating to the final results and pricing of the
Offers described above. For the purposes of (i) MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055; and (ii) 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 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/or
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. Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to buy or a solicitation of an offer to sell Notes or an
invitation to participate in any Offer.

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