Cancellation and de-listing of preference shares.


    15 May 2025 07:05:00
  • Source: Sharecast
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

100 Bishopsgate

London EC2N 4JL

Telephone: +44 (0)207 029 8000

Attention: Liability Management

Email: liabilitymanagement@jefferies.com

Lloyds Bank Corporate Markets plc

10 Gresham Street

London EC2V 7AE

Telephone: +44 20 7158 1719 / 1726

Attention: Liability Management

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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