REG - Aviva PLC - Update on Tender Offer

AvivaAnnouncement

20/05/2026 07:00

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RNS Number : 0660F  Aviva PLC  20 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 (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW).

Aviva plc

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

announces the Capped Offers Maximum Acceptance Amount for the tender offers
for its outstanding €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

20 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).

The Offeror now announces the Capped Offers Maximum Acceptance Amount, which
is applicable to the Offers for the RT1 Notes and the Senior Notes, and the
Applicable Euro/Sterling Exchange Rate.

The Offers are being made 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, and are subject to the offer restrictions set out
below and as more fully described in the Tender Offer Memorandum. Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum.

Following the pricing earlier today of the Offeror's proposed issuance of
€575,000,000 Tier 2 Fixed to Floating Rate Notes due November 2057 (the New
Notes), the Capped Offers Maximum Acceptance Amount (being the maximum
aggregate nominal amount of RT1 Notes and/or Senior Notes the Offeror
currently proposes (subject to the satisfaction (or waiver) of the New
Financing Condition on or prior to the Settlement Date) to accept for purchase
pursuant to the relevant Offer(s) (converted, in the case of the Senior Notes,
into Sterling at the Applicable Euro/Sterling Exchange Rate)) has been set by
the Offeror at £298,346,750.

This represents (i) £498,346,750, being the aggregate nominal amount of the
New Notes converted into Sterling at the Applicable Euro/Sterling Exchange
Rate, which was determined at the time of pricing of the New Notes as €1=
£0.86669, less (ii) £200,000,000.

The Offeror reserves the right, in its sole discretion, to accept
significantly more or less than (or none of) such amount of RT1 Notes and/or
Senior Notes for purchase pursuant to the relevant Offers (the final aggregate
nominal amount of such Notes accepted for purchase pursuant to such Offers
(converted, in the case of the Senior Notes, into Sterling at the Applicable
Euro/Sterling Exchange Rate) being the Capped Offers Final Acceptance Amount).

The Offeror will determine the allocation of the Capped Offers Final
Acceptance Amount between the RT1 Notes and the Senior Notes in its absolute
discretion, and reserves the right to accept significantly more or
significantly less (or none) of either such Series as compared to the other
such Series (the final aggregate nominal amount of either such Series accepted
for purchase pursuant to the relevant Offer being a Capped Offer Series
Acceptance Amount).

As the Capped Offers Maximum Acceptance Amount is less than the aggregate
nominal amount of either the RT1 Notes or the Senior Notes outstanding, if the
Offeror decides to accept any validly tendered RT1 Notes and/or Senior Notes
for purchase pursuant to either or both of the Offers, and the aggregate
nominal amount of the RT1 Notes and/or the Senior Notes validly tendered for
purchase is greater than the relevant Capped Offer Series Acceptance Amount,
valid tenders of RT1 Notes and/or Senior Notes will be accepted subject to pro
rata scaling in the manner described in the Tender Offer Memorandum.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for, participating in the
Offers, and to carefully consider all of the information contained therein
before making a decision whether to tender Notes pursuant to any Offer. Copies
of the Tender Offer Memorandum are (subject to distribution restrictions)
available from the Tender Agent as set out below.

None of the Dealer Managers (or their respective directors, officers,
employees, agents, advisers or affiliates) has any role in relation to any
part of any Offer made to Noteholders who are not Relevant Noteholders, where
Relevant Noteholder means a Noteholder that is: (a) in a member state of the
European Union (the EU), an "eligible counterparty" or a "professional
client", each as defined in Directive No. 2014/65/EU on markets in financial
instruments (as amended from time to time); (b) in the United Kingdom (the
UK), an "eligible counterparty", as defined in the FCA Handbook Conduct of
Business Sourcebook, or a "professional client" as defined in point (8) of
Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018; or (c) in a
jurisdiction outside of the EU and the UK, an institutional holder under
applicable local law and not a retail holder.

Questions and requests for assistance in connection with (i) the Offers may be
directed to (a) the Dealer Managers by Relevant Noteholders; and (b) the
Offeror by Noteholders that are not Relevant Noteholders, and (ii) the
delivery of Tender Instructions may be directed to the Tender Agent, the
contact details for each of which are below.

 THE OFFEROR

 Aviva plc

 80 Fenchurch Street

 London EC3M 4AE

 United Kingdom
 THE DEALER MANAGERS

 (in respect of the Offers as made to Relevant Noteholders)
 Barclays Bank PLC                       Deutsche Bank AG, London Branch

 1 Churchill Place                       21 Moorfields

 London E14 5HP                          London EC2Y 9DB

 United Kingdom                          United Kingdom

 Telephone: +44 20 3134 8515             Telephone: +44 207 545 8011

 Email: eu.lm@barclays.com               Attention: Liability Management Group

 Attention: Liability Management Group
 HSBC Bank plc                           J.P. Morgan Securities plc

 8 Canada Square                         25 Bank Street

 London E14 5HQ                          Canary Wharf

 United Kingdom                          London E14 5JP

 Telephone: +44 20 7992 6237             United Kingdom

 Attention: Liability Management, DCM    Telephone: +44 207 134 2468

Email: LM_EMEA@hsbc.com

                                         Email: liability_management_EMEA@jpmorgan.com

                                         Attention: EMEA Liability Management Group

 Morgan Stanley & Co. International plc

 25 Cabot Square

 Canary Wharf

 London E14 4QA

 United Kingdom

 Telephone: +44 20 7677 5040

 Attention: Liability Management Team, Global Capital Markets

 Email: liabilitymanagementeurope@morganstanley.com
 THE TENDER AGENT
 Kroll Issuer Services Limited

 The News Building

 3 London Bridge Street

 London SE1 9SG

 United Kingdom

 Telephone: +44 20 7704 0880

 Attention: Arlind Bytyqi

 Email: aviva@is.kroll.com

 Offer Website: https://deals.is.kroll.com/aviva

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 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. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers.  If any Noteholder is in any doubt as to the
contents of this announcement and/or the Tender Offer Memorandum, or is unsure
of the impact of the Offers or the action it should take, it is recommended to
seek its own financial, legal and other advice, including in respect of any
financial, accounting, regulatory, legal and tax consequences, immediately
from its broker, bank, solicitor, accountant or other independent financial,
tax or legal adviser.  Noteholders should consult with their own advisers as
needed to assist them in making an investment decision and to advise them
whether they are legally permitted to tender Notes for cash.  Any individual
or company whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must contact such
entity if it wishes to tender such Notes pursuant to the Offers.

The Dealer Managers are acting exclusively for the Offeror and no one else in
connection with the arrangements described in this announcement and the Tender
Offer Memorandum and will not be responsible to any Noteholder for providing
any protections which would be afforded to clients of the Dealer Managers or
for providing advice in relation to the Offers. None of the Offeror, the
Dealer Managers or the Tender Agent (or any director, officer, employee,
agent, adviser or affiliate of any such person) has made or will make any
assessment of the merits and risks of the Offers or of the impact of the
Offers on the interests of the Noteholders, either as a class or as
individuals, and none of them makes any representation or recommendation
whatsoever regarding the Offers, or any recommendation as to whether
Noteholders should tender Notes in the Offers. None of the Offeror, the Dealer
Managers or the Tender Agent (or any of their respective directors, officers,
employees agents or affiliates) is providing Noteholders with any legal,
business, tax, investment or other advice in this announcement and/or the
Tender Offer Memorandum, and none of the Offeror, the Dealer Managers or the
Tender Agent (or any of their respective directors, officers, employees,
agents, advisers or affiliates) will have any liability or responsibility in
respect thereof.

Offer and Distribution Restrictions

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 nor the Tender Offer Memorandum constitutes an offer to buy
or a solicitation of an offer to sell Notes (and tenders of Notes in the
Offers will not be accepted from any Noteholders) in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a licensed
broker or dealer and any Dealer Manager or any of the Dealer Managers'
respective affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or
such affiliate, as the case may be, on behalf of the Offeror in such
jurisdiction (but only to any Noteholder that is a Relevant Noteholder).

Nothing in this announcement and/or the Tender Offer Memorandum or the
electronic transmission hereof or thereof constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States or any
other jurisdiction. No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of securities.
The minimum denomination of the New Notes will be €100,000.

In addition to the representations referred to below in respect of the United
States, each Noteholder participating in the Offers will also be deemed to
give certain representations in respect of the other jurisdictions referred to
below and generally as set out in "Procedures for Participating in the Offers"
in the Tender Offer Memorandum.  Any tender of Notes for purchase pursuant to
the Offers from a Noteholder that is unable to make these representations will
not be accepted.  Each of the Offeror, each Dealer Manager and the Tender
Agent reserves the right, in its absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Offers, whether
any such representation given by a Noteholder 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.

United States

The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities 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 Notes may not be tendered
in the Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the United
States.  Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offers 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.  Any purported tender of
Notes in any of the Offers resulting directly or indirectly from a violation
of these restrictions will be invalid and any purported tender of Notes made
by a person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

Neither this announcement nor the Tender Offer Memorandum is 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 New
Notes 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 Noteholder participating in an Offer will represent that it is not
located in the United States and is not participating in such 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 giving an order to participate
in such 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.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any
other document or materials relating to the Offers have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each
Offer is being carried out in the Republic of Italy (Italy) as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Noteholders or beneficial owners of the Notes that are located in
Italy can tender some or all of their Notes for purchase in the Offers through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offers.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers is 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 (the Financial Promotion
Order)) or persons who are within Article 43 of the Financial Promotion Order
or any other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, to the public in the
Republic of France (France).  This announcement, the Tender Offer Memorandum
and any other document or material relating to the Offers may be distributed
in France only to qualified investors (investisseurs qualifiés) as defined in
Article 2(e) of Regulation (EU) No. 2017/1129. None of this announcement, the
Tender Offer Memorandum or any other such document or material has been or
will be submitted for clearance to, nor approved by, the Autorité des
marchés financiers.

Belgium

The Offers are not being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer within the
meaning of Article I.1 of the Belgian Code of Economic Law, as amended from
time to time (a Belgian Consumer) and this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the Offers have not
been and shall not be distributed, directly or indirectly, in Belgium to
Belgian Consumers.

None of this announcement, the Tender Offer Memorandum or any other documents
or materials relating to the Offers has been notified or submitted to or will
be submitted for approval or recognition to the Belgian Financial Services and
Markets Authority (Autoriteit voor financiële diensten en markten / Autorité
des services marchés financiers) and, accordingly, the Offers may not be made
in Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Offers may not be advertised and the
Offers will not be extended, and none of this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the Offers
(including any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available, directly or
indirectly, to any person in Belgium other than "qualified investors" in the
sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of
placement instruments and the admission to trading of placement instruments on
regulated markets, acting on their own account. Insofar as Belgium is
concerned, this announcement and the Tender Offer Memorandum have been issued
only for the personal use of the above qualified investors and exclusively for
the purpose of the Offers. Accordingly, the information contained in this
announcement and the Tender Offer Memorandum may not be used for any other
purpose or disclosed to any other person in Belgium.

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