FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.
AVIVA plc
(incorporated in England with limited liability, registered number 2468686)
announces consent solicitations in respect of its outstanding
£400,000,000 Tier 2 Fixed to Floating Rate Notes due 2049 (ISIN: XS1488459485) (the "2029/2049 Notes")
£400,000,000 Tier 2 Fixed to Floating Rate Notes due 2050 (ISIN: XS1242413166) (the "2030/2050 Notes")
£600,000,000 Tier 2 Fixed to Floating Rate Notes due 2058 (ISIN: XS0364880186) (the "2038/2058 Notes")
(each a "Series" and, together, the "Notes")
Aviva plc (the "Issuer") announces today invitations (each such invitation a "Consent Solicitation") to eligible holders of its outstanding Notes to consent to the modification of the terms and conditions (the "Conditions") of the relevant Series and consequential or related amendments to the transaction documents for the relevant Series such that:
(i) for the purposes of the floating rate of interest applicable to the relevant Series following the Fixed Rate End Date (as set out below), (a) each Rate of Interest (as defined in the relevant Conditions) will be determined by reference to the Sterling Overnight Index Average ("SONIA") and not the 3-month Sterling London Inter Bank Offered Rate ("LIBOR"); (b) an adjustment (the "Reference Rate Adjustment") will be made to reflect the economic difference between the LIBOR and SONIA rates (using the methodology for such adjustment contained in the ISDA IBOR Fallback Supplement); and (c) the Margin (as defined in the relevant Conditions) applicable to the relevant Series will remain unaltered; and
(ii) new fallback provisions relating to SONIA (including fallback provisions in case a Benchmark Event occurs with respect to SONIA) are included.
Using the principles outlined in the ISDA IBOR Fallback Supplement, the applicable Reference Rate Adjustment for a Series will be the rate specified on Bloomberg screen "SBP0003M Index" in relation to 3-month Sterling LIBOR, as further described in the Consent Solicitation Memorandum. As at the date of this announcement, and as a result of the FCA's 5 March 2021 Announcement, the rate specified on Bloomberg screen "SBP0003M Index" in relation to 3-month Sterling LIBOR has been fixed at 0.1193 per cent., and such rate (subject to any corrections or adjustments made to such rate by Bloomberg in accordance with its rule book as at the applicable determination date) will be the Reference Rate Adjustment in respect of the relevant Series.
This announcement does not contain the full terms and conditions of the Consent Solicitations, which are contained in the Consent Solicitation Memorandum dated 13 April 2021 (the "Consent Solicitation Memorandum") prepared by the Issuer, which is available to Eligible Noteholders (as defined below) from the Tabulation Agent (including on its website via the link http://www.lucid-is.com/aviva).
Unless otherwise indicated, capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.
Details of the Notes
| Notes | ISIN / Common Code | Prevailing interest rate | First Call Date and Fixed Rate End Date | Maturity Date* | Outstanding principal amount |
| 2029/2049 Notes | XS1488459485 / 148845948 | 4.375 per cent. | 12 September 2029 | September 2049 | £400,000,000 |
| 2030/2050 Notes | XS1242413166 / 124241316 | 5.125 per cent. | 4 June 2030 | June 2050 | £400,000,000 |
| 2038/2058 Notes | XS0364880186 / 036488018 | 6.875 per cent. | 20 May 2038 | May 2058 | £600,000,000 |
| * The Maturity Date for the relevant Series is the Interest Payment Date falling in or nearest to the specified month. | |||||
Notice of Meetings in respect of the Notes
A notice (the "Notice") convening separate meetings (the "Meetings") of the holders of each Series (the "Noteholders"), to be held via teleconference on 5 May 2021, has been given to Noteholders in accordance with the relevant Conditions on the date of this announcement, including by way of release through the regulatory news service of the London Stock Exchange plc and by delivery to the Clearing Systems.
In light of the ongoing developments in relation to coronavirus (COVID-19), and current guidance issued by the UK government, it may be impossible or inadvisable to hold the Meetings at a physical location. Therefore, the Issuer has determined that the Meetings will be held electronically via teleconference rather than physically in person and, in accordance with the provisions of the Trust Deeds, has requested that the Trustee prescribe appropriate regulations regarding the holding of the Meetings via teleconference. Each Meeting will be held via teleconference using a platform hosted by the chairman of the relevant Meeting to allow attendees to participate electronically. Details for accessing the relevant Meeting will be made available to proxies who have been duly appointed under a block voting instruction and to holders of voting certificates, in each case issued in accordance with the procedures set out in the Consent Solicitation Memorandum. Any Noteholders who indicate to the Tabulation Agent (the contact details for which are set out below) that they wish to participate electronically in, or otherwise be represented on, the teleconference for the relevant Meeting (rather than being represented by the Tabulation Agent) will be provided with further details about attending the relevant Meeting.
Eligible Noteholders
The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to persons who are (i) located and resident outside the United States and not U.S. persons or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the Securities Act), (ii) not retail investors and, if applicable and acting on a non-discretionary basis, who are acting on behalf of beneficial owners that are not retail investors, and (iii) otherwise persons to whom the relevant Consent Solicitation can be lawfully made and that may lawfully participate in the relevant Consent Solicitation (all such persons "Eligible Noteholders").
For the purposes of this announcement and the Consent Solicitation Memorandum, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II"), (ii) a customer within the meaning of Directive 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, (iii) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"), or (iv) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA which were relied on immediately before exit day to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
Timetable
Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitations:
| Date/Time |
| Action | |
| 13 April 2021 | 1. | Notice of the Meetings to be delivered to the Clearing Systems. Release of Notice through the regulatory news service of the London Stock Exchange. | |
|
| Copies of the Consent Solicitation Memorandum and the Noteholder Information (as defined in the Notice) to be available from the Tabulation Agent (including on the website of the Tabulation Agent (http://www.lucid-is.com/aviva)). From this date, Noteholders may arrange for Notes in their accounts with Clearstream, Luxembourg and/or Euroclear to be blocked in such accounts and held to the order and under the control of the Issuing and Paying Agent in order to give valid Consent Instructions or Ineligible Holder Instructions to the Tabulation Agent or to make other arrangements to attend or be represented (via teleconference) at the relevant Meeting. | ||
| By 5.00 p.m. (London time) on 30 April 2021 | 2. | Expiration Deadline. | |
|
| Final deadline for receipt by the Tabulation Agent of valid Consent Instructions or Ineligible Holder Instructions, in accordance with the procedures of Clearstream, Luxembourg and/or Euroclear, to be represented at the relevant Meeting. This will also be the deadline for making any other arrangements to attend or be represented (via teleconference) at the relevant Meeting. | ||
|
| 3. | Final time by which Noteholders have given notice to the Tabulation Agent (via the relevant Clearing Systems) of any intended revocation of, or amendment to, Consent Instructions or Ineligible Holder Instructions previously given by them. | |
| From 10.00 a.m. (London time) on 5 May 2021 | 4. | Noteholders' Meetings held via teleconference. The initial Meeting in respect of: (i) the 2029/2049 Notes will commence at 10.00 a.m. (London time); (ii) the 2030/2050 Notes will commence at 10.15 a.m. (London time) or after the completion of the 2029/2049 Notes Meeting (whichever is later); and (iii) the 2038/2058 Notes will commence at 10.30 a.m. (London time) or after the completion of the 2030/2050 Notes Meeting (whichever is later). | |
| If the relevant Extraordinary Resolution is passed at the relevant Meeting: | |||
| As soon as reasonably practicable after the Meetings | 5. | Announcement of the results of the Meetings and, if the relevant Extraordinary Resolution is passed, satisfaction (or not) of the Eligibility Condition and (if so satisfied) confirmation of the relevant Reference Rate Adjustment. Delivery of notice of such results to Euroclear and Clearstream, Luxembourg for communication to their account holders and an announcement released on the regulatory news service of the London Stock Exchange. | |
| As soon as reasonably practicable after the Meetings | 6. | Implementation Date. In respect of each Series, if the relevant Extraordinary Resolution is passed at the relevant initial Meeting and the Eligibility Condition is satisfied, the relevant Supplemental Trust Deed will be executed and delivered by the Issuer and the Trustee and the relevant Amended and Restated Final Terms will be executed by the Issuer, and the modifications to the Conditions of such Series described in the Consent Solicitation Memorandum will be implemented with effect from the date (the "Implementation Date") on which such Supplemental Trust Deed and Amended and Restated Final Terms are executed (currently expected to be on 5 May 2021). | |
The above dates and times will depend, among other things, on timely receipt (and non-revocation) of instructions, the rights of the Issuer (where applicable) to extend, waive any condition (other than the Consent Conditions) of, amend and/or terminate, any Consent Solicitation (other than the terms of the relevant Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of each Extraordinary Resolution at the initial Meeting for the relevant Series. Accordingly, the actual timetable may differ significantly from the timetable above.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or to validly revoke their instruction to participate in, a Consent Solicitation by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Consent Instructions will be earlier than the relevant deadlines specified above.
If a quorum is not achieved at a Meeting or the quorum is achieved and the relevant Extraordinary Resolution is passed but the Eligibility Condition is not satisfied, such Meeting shall be adjourned until a date not less than 14 days nor more than 42 days later. The adjourned Meeting of Noteholders for that Series will be held at a date as will be notified to the Noteholders in the notice of the adjourned Meeting in accordance with the terms of the relevant Trust Deed, such notice to be given at least 10 days (exclusive of the day on which the notice is given and of the day on which the relevant Meeting is to be resumed) prior to the proposed adjourned Meeting. Any such notice of an adjourned Meeting will specify the anticipated Implementation Date for the relevant Series.
The 2021 annual general meeting of the Issuer (the "AGM") is expected to be held on 6 May 2021. In case an adjourned Meeting is to be held in respect of any Series, Noteholders will be entitled to revoke Consent Instructions in respect of the relevant Series with effect from the date on which a notice of adjournment is issued, and such adjourned Meeting will be held on a date following the holding of the AGM which will allow for sufficient time for Noteholders to revoke or submit (or, as applicable, resubmit) Consent Instructions following the holding of the AGM.
No consent or participation fee will be payable in connection with the Consent Solicitations.
Further details on the Consent Solicitation can be obtained from:
SOLICITATION AGENT
Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
United Kingdom
Attention: Liability Management Group
Tel: +44 20 7158 1719 / 1726
Email: liability.management@lloydsbanking.com
Requests for documentation and information in relation to the procedures for delivering Consent Instructions should be directed to:
TABULATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Owen Morris
Telephone: +44 20 7704 0880
Email: aviva@lucid-is.com
Website: www.lucid-is.com/aviva
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to any Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the relevant Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. 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 participate in the relevant Consent Solicitation or otherwise participate at the relevant Meeting (including any adjourned Meeting) at which the relevant Extraordinary Resolution is to be considered.
In accordance with normal practice, the Trustee, the Tabulation Agent and the Issuing and Paying Agent have not been involved in the formulation of the Consent Solicitations, the Noteholder Proposal outlined in the Consent Solicitation Memorandum or the Extraordinary Resolutions. The Trustee, the Tabulation Agent, the Solicitation Agent and the Issuing and Paying Agent express no opinion on, and make no representations as to the merits of, the Consent Solicitations, the Noteholder Proposal outlined in the Consent Solicitation Memorandum or any Extraordinary Resolution.
Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. The 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 the Notes may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.
UK MiFIR professionals/ECPs-only / No EEA or UK PRIIPs KID - Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document (KID) has been prepared.
The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.
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