Indicative Results of Tender Offer
Summary by AI BETAClose X
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF (I) ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018; AND (II) ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.
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 (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 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.
Aviva plc
(incorporated in England and Wales with limited liability, registered number 02468686)
announces the indicative results of, and the satisfaction of the New Financing Condition for, the tender offers for its outstanding £700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441) and €750,000,000 1.875 per cent. Senior Notes due 2027 (ISIN: XS1908273219) and the outstanding £350,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (ISIN: XS1728036366) of Direct Line Insurance Group Limited
29 May 2026
On 19 May 2026, Aviva plc (the Offeror) announced separate invitations to eligible holders of (i) its outstanding £700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due 2036 (ISIN: XS0138717441) (of which £200,000,000 in aggregate nominal amount remains outstanding) (the Tier 2 Notes) and €750,000,000 1.875 per cent. Senior Notes due 2027 (ISIN: XS1908273219) (of which €464,002,000 in aggregate nominal amount remains outstanding) (the Senior Notes); and (ii) the outstanding £350,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (ISIN: XS1728036366) (of which £350,000,000 in aggregate nominal amount remains outstanding) (the RT1 Notes and, together with the Tier 2 Notes and the Senior Notes, the Notes and each a Series) of Direct Line Insurance Group Limited (formerly known as Direct Line Insurance Group plc), in each case to tender their outstanding Notes for purchase by the Offeror for cash, on the terms and subject to the satisfaction (or waiver) of the New Financing Condition and the other conditions contained in the tender offer memorandum dated 19 May 2026 (the Tender Offer Memorandum) prepared by the Offeror (each such invitation an Offer and, together, the Offers).
On 20 May 2026, the Offeror announced that the Capped Offers Maximum Acceptance Amount (applicable to the Offers for the RT1 Notes and the Senior Notes) had been set at £298,346,750 in aggregate nominal amount of the Notes.
The Offers expired at 4.00 p.m. (London time) on 28 May 2026 (the Expiration Deadline) and the Offeror now announces the indicative results of the Offers.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Satisfaction of the New Financing Condition
The Offeror announces that settlement of the issue of the New Notes took place on 28 May 2026. Accordingly, the New Financing Condition has been satisfied.
Indicative Non-Binding Results
As at the Expiration Deadline, the Offeror had received valid tenders for purchase pursuant to the Offers in respect of (i) £338,285,000 in aggregate nominal amount of the RT1 Notes; (ii) €84,839,000 in aggregate nominal amount of the Senior Notes; and (iii) £86,200,000 in aggregate nominal amount of the Tier 2 Notes.
The Offeror announces that, in light of the positive response to the Offers and in the event that it decides to accept valid tenders of RT1 Notes and/or Senior Notes for purchase pursuant to the relevant Offer(s), it intends to exercise its right to set the Capped Offers Final Acceptance Amount at a level that is higher than the previously announced Capped Offers Maximum Acceptance Amount, and expects to set the Capped Offers Final Acceptance Amount at approximately £400,001,995. Accordingly, on the basis of the Capped Offers Final Acceptance Amount, the Offeror expects to set each Capped Offer Series Acceptance Amount, and the applicable Scaling Factor that will be applied to the Senior Notes as a consequence, as summarised below:
|
Series |
Indicative non-binding Capped Offer Series Acceptance Amount |
Indicative non-binding Scaling Factor |
|
RT1 Notes |
£338,285,000 |
Not Applicable |
|
Senior Notes |
€71,210,000 |
81.9 per cent. |
Noteholders should note that the above is a non-binding indication of the level at which the Offeror expects to set the Capped Offers Final Acceptance Amount, each Capped Offer Series Acceptance Amount and the applicable Scaling Factor that would be applied as a consequence.
Noteholders should also note that the Offer in respect of the Tier 2 Notes is an "any and all offer", and therefore in the event that the Offeror decides to accept any validly tendered Tier 2 Notes for purchase pursuant to the relevant Offer the Offeror will accept for purchase all of the Tier 2 Notes that were validly tendered, and there will be no scaling of any tenders of Tier 2 Notes for purchase pursuant to the relevant Offer.
Pricing and Settlement
Pricing for the Offers will take place at or around 11.00 a.m. (London time) on 29 May 2026 (the Pricing Time). As soon as reasonably practicable after the Pricing Time on 29 May 2026, the Offeror will announce whether it will accept valid tenders of Notes for purchase pursuant to all or any of the Offers and, if so accepted, the aggregate nominal amount of Tier 2 Notes so accepted, each Capped Offer Series Acceptance Amount, each Benchmark Security Rate (in respect of the RT1 Notes and the Tier 2 Notes), the Interpolated Mid-Swap Rate (in respect of the Senior Notes), each Purchase Yield, each Purchase Price, the Scaling Factor that will be applied to any valid tenders of RT1 Notes or Senior Notes (if applicable), and the aggregate nominal amount of the Notes of each Series that will remain outstanding post settlement of the Offers.
The Settlement Date in respect of any Notes accepted for purchase pursuant to the Offers is expected to be 1 June 2026.
Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability Management Group; Email: eu.lm@barclays.com), Deutsche Bank AG, London Branch (Telephone: +44 207 545 8011; Attention: Liability Management Group), HSBC Bank plc (Telephone: +44 20 7992 6237; Attention: Liability Management, DCM; Email: LM_EMEA@hsbc.com), J.P. Morgan Securities plc (Telephone: +44 207 134 2468; Attention: EMEA Liability Management Group; Email: liability_management_EMEA@jpmorgan.com) and Morgan Stanley & Co. International plc (Telephone: +44 20 7677 5040; Attention: Liability Management Team, Global Capital Markets; Email: liabilitymanagementeurope@morganstanley.com) are acting as Dealer Managers (in respect of the Offers as made to Relevant Noteholders).
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Arlind Bytyqi; Email: aviva@is.kroll.com; Offer Website: https://deals.is.kroll.com/aviva) is acting as Tender Agent for the Offers.
This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of (i) Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MAR); and (ii) Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the indicative results of the Offers described above. For the purposes of (i) MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055; and (ii) UK MAR and Article 2 of Commission Implementing Regulation (EU) No. 2016/1055 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Susan Adams, Group Company Secretary at the Offeror.
LEI Number: YF0Y5B0IB8SM0ZFG9G81
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. 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 or the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Notes or an invitation to participate in any Offer.
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