TIDMAV.
RNS Number : 2107V
Aviva PLC
13 April 2021
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 AMED (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
GBP400,000,000 Tier 2 Fixed to Floating Rate Notes due 2049
(ISIN: XS1488459485) (the "2029/2049 Notes")
GBP400,000,000 Tier 2 Fixed to Floating Rate Notes due 2050
(ISIN: XS1242413166) (the "2030/2050 Notes")
GBP600,000,000 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
Prevailing interest
rate First Call Date and Outstanding
Notes ISIN / Common Code (per annum) Fixed Rate End Date Maturity Date* principal amount
2029/2049 Notes XS1488459485 / 4.375 per cent. 12 September 2029 September 2049 GBP400,000,000
148845948
2030/2050 Notes XS1242413166 / 5.125 per cent. 4 June 2030 June 2050 GBP400,000,000
124241316
2038/2058 Notes XS0364880186 / 6.875 per cent. 20 May 2038 May 2058 GBP600,000,000
036488018
* 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.
(At least 48 hours before the relevant Meeting)
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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END
MSCMZGMDNZRGMZM
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