Tender Offer for certain series of notes

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

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, 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 with limited liability, registered number 2468686)

announces tender offers for certain series of Euro and Sterling denominated notes

4 March 2021

Aviva plc (the Offeror) today announces separate invitations (i) to holders of its outstanding €500,000,000 0.625 per cent. Senior Notes due 2023 (ISIN: XS1509003361) (the 2023 Senior Notes), €750,000,000 1.875 per cent. Senior Notes due 2027 (ISIN: XS1908273219) (the 2027 Senior Notes), £700,000,000 6.125 per cent. Tier 2 Reset Notes due 2036 (ISIN: XS0138717441) (the 2036 Tier 2 Notes), €650,000,000 6.125 per cent. Tier 2 Reset Notes due 2043 (ISIN: XS0951553592) (the 2043 Tier 2 Notes), €700,000,000 3.875 per cent. Tier 2 Reset Notes due 2044 (ISIN: XS1083986718) (the 2044 Tier 2 Notes), €900,000,000 3.375 per cent. Tier 2 Reset Notes due 2045 (ISIN: XS1242413679) (the 2045 Tier 2 Notes) and £800,000,000 6.125 per cent. Fixed Rate Perpetual Reset Subordinated Notes (ISIN: XS0177447983) (the Perpetual Notes), and (ii) to holders of the outstanding £500,000,000 8.25 per cent. Fixed Rate Subordinated Notes due 2022 (ISIN: XS0620022128) (the Friends Life Notes) of Friends Life Holdings Plc (formerly known as Friends Provident Holdings (UK) plc) (together such notes described in (i) and (ii) above, the Notes and each such series, a Series) to tender their outstanding Notes for purchase by the Offeror for cash up to an aggregate nominal amount of £800,000,000 (converted, where applicable, into Sterling at the Applicable Euro/Sterling Exchange Rate), subject as set out in the Tender Offer Memorandum dated 4 March 2021 (the Tender Offer Memorandum) prepared by the Offeror (each such invitation an Offer and together the Offers).

The Offers are being made on the terms and subject to the 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.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offers

The Offers are being made to expedite the delivery of the Offeror's debt reduction and debt leverage targets.

The Offeror intends to cancel any Notes purchased by it pursuant to the Offers.

Summary of the Offers

Purchase Prices and Accrued Interest

In respect of each Series, the Offeror will pay for any Notes of the relevant Series validly tendered and accepted for purchase by the Offeror pursuant to the relevant Offer a purchase price for such Notes (each a Purchase Price):

(a)           in the case of the Friends Life Notes, equal to 108.80 per cent. of the nominal amount of such Friends Life Notes;

(b)           in the case of the Perpetual Notes, equal to 107.95 per cent. of the nominal amount of such Perpetual Notes; and

(c)           in the case of each other Series, to be determined:

(i)            in the case of the 2023 Senior Notes and the 2043 Tier 2 Notes, in the manner described in the Tender Offer Memorandum by reference to the Purchase Yield for the relevant Series specified in the table above; or

(ii)           in the case of each of the 2027 Senior Notes, the 2036 Tier 2 Notes, the 2044 Tier 2 Notes and the 2045 Tier 2 Notes (together the Fixed Purchase Spread Notes), at or around 2.00 p.m. (London time) on 12 March 2021 (the Pricing Time) in the manner described in the Tender Offer Memorandum in accordance with standard market practice by reference to the sum (annualised in the case of the 2036 Tier 2 Notes) (such sum being the applicable Purchase Yield for the relevant Series) of the Purchase Spread for the relevant Series specified in the table above and (A) in the case of the 2036 Tier 2 Notes, the Benchmark Security Rate or (B) in the case of each other Series of Fixed Purchase Spread Notes, the relevant Interpolated Mid-Swap Rate. For the avoidance of doubt, the Purchase Yield for the 2036 Tier 2 Notes will be annualised to match the coupon frequency of the 2036 Tier 2 Notes.

Each Purchase Price (other than the applicable Purchase Prices for the Friends Life Notes and the Perpetual Notes which are set out above) will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes of the relevant Series accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect (I) in the case of the 2036 Tier 2 Notes, the 2043 Tier 2 Notes, the 2044 Tier 2 Notes and the 2045 Tier 2 Notes, a yield to the first optional call date for the relevant Series (as specified in the table above) on the Settlement Date based on the relevant Purchase Yield or (II) in the case of the 2023 Senior Notes and the 2027 Senior Notes, a yield to maturity of the relevant Series on the Settlement Date based on the relevant Purchase Yield.

Specifically, the Purchase Price applicable to the Notes of a particular Series (other than the Friends Life Notes and the Perpetual Notes) will equal (A) the value of all remaining payments of principal and interest on the relevant Series, assuming where applicable that the relevant Series is redeemed on its first optional call date, up to and including (in the case of the 2036 Tier 2 Notes) 16 November 2026, (in the case of the 2043 Tier 2 Notes) 5 July 2023, (in the case of the 2044 Tier 2 Notes) 3 July 2024, (in the case of the 2045 Tier 2 Notes) 4 December 2025 or (in the case of the 2023 Senior Notes and the 2027 Senior Notes) the scheduled maturity date of the relevant Series, in each case discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (B) Accrued Interest for such Series.

The Offeror will also pay an Accrued Interest Payment in respect of any Notes accepted for purchase pursuant to the relevant Offer(s).

Target Consideration Amount and Priority of Acceptance

Target Acceptance Amount

If the Offeror decides to accept any validly tendered Notes for purchase pursuant to the relevant Offer(s), it proposes to accept for purchase an aggregate nominal amount of Notes (converted, where applicable, into Sterling at the Applicable Euro/Sterling Exchange Rate) up to £800,000,000, although the Offeror reserves the right, in its sole discretion, to accept significantly more or significantly less than (or none of) such aggregate nominal amount of Notes for purchase pursuant to the relevant Offer(s).

Priority of Acceptance

If the Offeror decides to accept any Notes for purchase pursuant to the relevant Offer(s), it proposes to accept Notes validly tendered for purchase pursuant to the relevant Offer(s) in the order of the related Priority Level set out in the table above (each a Priority Level), beginning with the Notes with Priority Level 1. The Offeror does not intend to accept any valid tenders of Notes shown in the table above with a Priority Level of 2 unless it has accepted all valid tenders of Notes shown in the table above with a Priority Level of 1 in full, with no pro rata scaling.  The final aggregate nominal amount of Notes accepted for purchase in respect of each Priority Level is referred to as a Priority Level Acceptance Amount.

The Offeror will determine the allocation of a Priority Level Acceptance Amount between each Series with the relevant Priority Level in its sole discretion, and reserves the right to accept significantly more or significantly less than (or none of) one such Series as compared to the other Series with the same Priority Level. The final aggregate nominal amount of each Series accepted for purchase pursuant to the relevant Offer is referred to as a Series Acceptance Amount.

Scaling

In respect of each Series, if the Offeror decides to accept any validly tendered Notes of such Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of the relevant Series validly tendered for purchase is greater than the relevant Series Acceptance Amount, the Offeror intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than such Series Acceptance Amount, as further described in the Tender Offer Memorandum.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to the relevant Offer, Noteholders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 11 March 2021, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of the relevant Series of no less than the relevant minimum denomination for such Series, and may thereafter be submitted in integral multiples of the relevant permitted integral multiple amount for such Series, all as described in the Tender Offer Memorandum. A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series.

Indicative Timetable for the key events relating to the Offers

The above times and dates are subject to the right of the Offeror to extend, re-open, amend, and/or terminate any Offer (subject to applicable law and as provided in the Tender Offer Memorandum). Accordingly, the actual timetable may differ significantly from the timetable above. Noteholders are advised to check with any broker, dealer, bank, custodian, trust company, nominee or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines set out above and in the Tender Offer Memorandum.  The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum. 

Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants.  Such announcements may also be made on the relevant Reuters Insider Screen and by the issue of a press release to a Notifying News Service.  Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below.  Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers.  In addition, Relevant Noteholders may contact the Dealer Managers for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offers.

Neither Dealer Manager (or their respective directors, officers, employees, agents or affiliates) has any role in relation to any part of any Offer made to holders of Notes who are not Relevant Noteholders, where Relevant Noteholder means a holder of Notes that is: (a) in a member state of the European Union, 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, 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 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.

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MAR), encompassing information relating to the Offers described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) No. 2016/1055 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Kirstine Cooper, 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 the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, 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 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 the protections which would be afforded to customers of the Dealer Managers or for advising any other person in connection with the Offers. None of the Offeror, the Dealer Managers or the Tender Agent has made or will make any assessment of the merits and risks of any Offer or of the impact of any Offer on the interests of the Noteholders either as a class or as individuals, and none of them makes any recommendation as to whether Noteholders should tender Notes pursuant to 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, financial, investment, business, tax or other advice in this announcement and/or the Tender Offer Memorandum. 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.

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.

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.

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 paragraph, 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 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

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.