INITIAL PUBLIC OFFERING OF DE

RNS Number : 9842A

Aviva PLC

19 October 2009

 



NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

19 October 2009

INITIAL PUBLIC OFFERING OF DELTA LLOYD LAUNCHED

• Price range values Delta Lloyd at €2.6bn to €3.1bn 

• Offering represents approximately 42%* of Delta Lloyd delivering gross proceeds to Aviva of around €1.2bn

• Prospectus published; institutional roadshow and book-building start today

• Shares in Delta Lloyd expected to begin trading on 3 November 

Further to the announcement made on 5 October 2009, Aviva plc ("Aviva") and Delta Lloyd N.V. ("Delta Lloyd") have launched the Initial Public Offering ("IPO") of Delta Lloyd which will lead to Delta Lloyd listing on Euronext Amsterdam, subject to market conditions. 

The IPO will consist of a public offering to institutional and retail investors in the Netherlands plus a private placement to certain institutional investors in a number of markets (the "Offering"). The Offering will comprise up to 63.50 million ordinary shares and an over-allotment option of up to 6.35 million ordinary shares, which in total represents approximately 42%* of Delta Lloyd's ordinary shares. The offer price will be determined through a book-building process. The price range of the Offering is €15.50 to €19.00 per ordinary share. This values Delta Lloyd at between €2.6 billion and €3.1 billion.

Aviva will remain the majority shareholder after the IPO and will continue to consolidate Delta Lloyd in its financial statements.  Aviva will retain approximately 57%* of the ordinary share capital and 53%* of the voting rights in Delta Lloyd.

Fonds NutsOhra, a charitable trust, will continue to hold preference shares in Delta Lloyd with approximately 8% of the voting rights.

Benefits for Aviva and Delta Lloyd

The proceeds of the IPO are expected to be around €1.2 billion*. The IPO will enable Aviva to monetise part of its holding in Delta Lloyd, giving Aviva greater financial flexibility, including the option to explore balance sheet restructuring and further growth opportunities. It will also enhance the value and liquidity of Aviva's retained stake in Delta Lloyd.

Delta Lloyd will benefit from a new shareholder base supportive of its growth ambitions to become one of the three largest insurance companies in the Dutch market and one of the five largest insurance companies in the Belgian market. Delta Lloyd will build on its current top-five positions in the Netherlands' life and non-life markets, which it has established through customer focus, cost discipline, and strong capital and risk management. The public listing is also expected to give Delta Lloyd the opportunity to consider consolidation opportunities which may arise in the Netherlands and Belgium.

As part of the IPO, Aviva and Delta Lloyd have agreed a new corporate governance framework consistent with Dutch market practice. Following the IPO, Aviva will retain the right to nominate two Delta Lloyd Supervisory Board members and be required to approve any transaction which would result in Aviva's voting rights being diluted below 50%.

Andrew Moss, group chief executive of Aviva plc, said: "The IPO of Delta Lloyd is another important development in the delivery of the strategy we laid out in 2007.  This step, which will be the largest IPO in Western Europe this year, will free up capital for us to use elsewhere and will give us the option of exploring further growth opportunities."  

About the Offering

The prospectus and full details of the IPO are available to download from Delta Lloyd's website at www.deltalloydgroep.com, subject to regulatory restrictions.

The Offering consists only of ordinary shares to be offered by CGU International Holdings B.V., a wholly-owned, indirect subsidiary of Aviva. No new ordinary shares will be issued by Delta Lloyd as part of the Offering.

Aviva and Delta Lloyd have agreed to a 'lock-up' for a period of 180 days from the first trading date. 

The prospectus has been published, and the institutional roadshow and book-building period start today. The offer period lasts from 09.00 hrs Central European Time on 19 October to 16.00 hrs Central European Time on 2 November. The timetable for the IPO may be accelerated or extended. The final price of the Offering will be announced prior to the expected start of trading on 3 November.

Goldman Sachs International and Morgan Stanley are the joint global coordinators for the IPO. Goldman Sachs International, Morgan Stanley, BofA Merrill Lynch, J.P. Morgan and RBS Hoare Govett are joint bookrunners, and ABN AMRO Bank N.V. and Rabo Securities are joint co-lead managers for the IPO. 

Delta Lloyd trading update

Delta Lloyd's prospectus contains an update on Delta Lloyd's financial performance in the period to 30 September 2009.

Life new business sales for the nine months were £2.8 billion (30 September 2008: £3.2 billion), a reduction of 12% compared with the previous year. This decrease mainly reflected lower levels of corporate pension business in 2009 compared with 2008 and was partly offset by the inclusion of sales from Swiss Life Belgium which was acquired in June 2008. General insurance premiums for the third quarter of 2009 were ahead of the corresponding period in 2008.

Delta Lloyd's contribution to Aviva's IFRS shareholders equity increased modestly during the three months ending 30 September 2009, reflecting a net loss for the period that was more than offset by a combination of fair value gains on 'available for sale' investments and currency revaluation effects. The Delta Lloyd net loss for this period includes a number of adverse non-operating variances attributable to movements in financial markets. Delta Lloyd's operational result for this period remained positive. The net loss for the three months to 30 September 2009 offset the net profit reported at the half year to give Delta Lloyd an overall net loss for the nine months to 30 September 2009 in excess of £88 million (€100 million).**

The solvency of Delta Lloyd's insurance and banking operations both increased in the three months to 30 September 2009 on a local regulatory basis.

About Delta Lloyd

Delta Lloyd Group is a financial services provider offering life insurance, general insurance, fund management and banking products and services. Its core markets are the Netherlands and Belgium, where the Group mainly operates under the brand names of Delta Lloyd, OHRA and ABN AMRO Insurance.

As of 30 June 2009, Delta Lloyd's group MCEV on Delta Lloyd's basis was €4.1 billion (net of minorities), which includes life MCEV of €4.3 billion (gross of minorities).

This MCEV information has been prepared by Delta Lloyd on a different basis to that reported by Aviva in its consolidated financial statements, primarily reflecting Delta Lloyd's use of an alternative discount rate curve to value the majority of its life insurance liabilities. 

Delta Lloyd reported gross written premiums for the six months ended 30 June 2009 of €2.8 billion (12 months ended 31 December 2008: €5.9 billion). Total assets were €63.1 billion as of 30 June 2009.

This announcement does not constitute a prospectus or an offer or invitation to purchase securities. Any offer to acquire securities pursuant to any proposed offering will be made, and any potential investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in The Netherlands in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from Delta Lloyd or through the website of Euronext Amsterdam (Dutch residents only).

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area, other than the Netherlands who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In the United Kingdom, this announcement is directed only at, Qualified Investors (i) who are persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who are high net worth entities falling within Article 49(2) of the Order, and other persons to whom it may lawfully be communicated. Under no circumstances should persons of any other description rely or act upon the contents of this announcement.  

These materials are not an offer of securities for sale in the United States. The securities to which these materials relate have not been registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States.

The IPO and the distribution of this announcement and other information in connection with the IPO in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The price and value of the Delta Lloyd shares may go up as well as down. Persons needing advice should contact a professional adviser. Past performance cannot be relied upon as a guide to future performance.

- ends -

* At the mid-point of the price range and including the over-allotment option.  The over-allotment option (also referred to as a "greenshoe") comprises additional shares which members of the underwriting syndicate may place to investors in the IPO. 

** Based on an average exchange rate for the nine months ending 30 September 2009 of £0.88 / €1

Enquiries:

Media

Sue Winston, head of group media relations                        [phone]

Andrew Reid, head of group media relations                        [phone]

Vanessa Rhodes, senior group media relations manager   [phone]

Conor McClafferty/Nick Woodruff, Finsbury                         [phone]

Analysts

Charles Barrows, investor relations director                        [phone]

Susie Yeoh, investor relations manager                               [phone]

Notes to editors:

• Aviva is the world's fifth largest# insurance group, serving 50 million customers across Europe, North America and Asia Pacific. 

• Aviva's main business activities are long-term savings, fund management and general insurance, with worldwide total sales of £51.4 billion and funds under management of £381 billion at 31 December 2008.  

• Aviva is the largest insurance services provider in the UK and one of the leading providers of life and pension products in Europe.  

• The Aviva media centre at www.aviva.com/media includes images, company and product information and a news release archive.

• For broadcast-standard video, please visit www.thenewsmarket.com/aviva.  

#based on gross worldwide premiums at 31 December 2008

 

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