Update on RT1 and Tier 2 Notes of Direct Line
THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION RELATING TO THE NOTES (AS DEFINED BELOW). IF ANY HOLDER OR BENEFICIAL OWNER OF THE NOTES IS IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT, THEY SHOULD CONSULT THEIR BROKER, ACCOUNTANT, INDEPENDENT FINANCIAL ADVISER OR LEGAL ADVISER.
2 July 2025
Aviva plc
(incorporated in England and Wales with limited liability, registered number 02468686)
UPDATE TO HOLDERS OF THE
£260,000,000 4.000 PER CENT. SUBORDINATED TIER 2 NOTES DUE 2032
AND
£350,000,000 FIXED RATE RESET PERPETUAL RESTRICTED TIER 1 CONTINGENT CONVERTIBLE NOTES
ORIGINALLY ISSUED BY DIRECT LINE INSURANCE GROUP PLC
Following the announcement earlier today of the completion of the acquisition (the Acquisition) by Aviva plc (Aviva) of Direct Line Insurance Group plc (DLG) and its subsidiaries, Aviva provides an update to holders of:
(i) the £260,000,000 4.000 per cent. Subordinated Tier 2 Notes Due 2032 (ISIN: XS2183817407) (the Tier 2 Notes), originally issued by DLG on 5 June 2020; and
(ii) the £350,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (ISIN: XS1728036366) (the Restricted Tier 1 Notes and, together with the Tier 2 Notes, the Notes), originally issued by DLG on 7 December 2017.
Tier 2 Notes
With effect on and from [2 July] 2025, and in accordance with the terms and conditions of the Tier 2 Notes and the related Trust Deed, Aviva has been substituted in place of DLG as principal debtor under the Tier 2 Notes and the related Trust Deed (the Tier 2 Issuer Substitution).
The Tier 2 Notes will qualify as tier 2 own funds of the Aviva group following completion of the Acquisition and the Tier 2 Issuer Substitution.
The Trustee has consented to the Tier 2 Issuer Substitution in accordance with the provisions of the Trust Deed relating to the Tier 2 Notes following a request from Aviva and DLG. The consent of the holders of the Tier 2 Notes was not required in connection with the Tier 2 Issuer Substitution.
DLG has (on the terms set out in the Trust Deed relating to the Tier 2 Notes (as supplemented today), and subject as provided therein) guaranteed on a subordinated basis the due and punctual payment of all principal, interest, arrears of interest, and other sums from time to time, which are due and payable in respect of the Tier 2 Notes or under, or pursuant to, the related Trust Deed.
Information relating to the credit rating assigned to the Tier 2 Notes will be available on the credit ratings section of Aviva's website, https://www.aviva.com/investors/credit-ratings-and-debt/.
Restricted Tier 1 Notes
The Restricted Tier 1 Notes will continue to be obligations solely of DLG. Aviva does not intend to substitute itself as principal debtor under the Restricted Tier 1 Notes.
The Prudential Regulation Authority has confirmed to Aviva that, with effect from the completion of the Acquisition, UK group supervision will apply at the level of the ultimate parent of the Aviva group (including all entities formerly part of the DLG group).
Accordingly, with effect from the completion of the Acquisition, no Solvency Capital Requirement or Minimum Capital Requirement will apply to DLG (being the 'Issuer' for the purposes of the terms and conditions of the Restricted Tier 1 Notes (the RT1 Conditions)), or to DLG and its subsidiaries taken together (being the 'Group' for the purposes of the RT1 Conditions), for the purposes of the Relevant Rules, and DLG will have no own funds requirement under the Relevant Rules.
Aviva and DLG consider that, for so long as this remains the case: (i) it will not be possible for a Conversion Trigger Event to occur under the RT1 Conditions, and accordingly the provisions in Condition 7 relating to the conversion of the Restricted Tier 1 Notes into Ordinary Shares (or, following a Non-Qualifying Change of Control, the write-down of the principal amount outstanding of the Restricted Tier 1 Notes) following the occurrence of a Conversion Trigger Event shall be of no effect; and (ii) all references in the RT1 Conditions to any matter that is required, permitted or imposed pursuant to the Relevant Rules, or that is required or permitted by the Relevant Regulator (and any other similar or equivalent terms), including without limitation in Condition 6.2 (Mandatory Cancellation of Interest Payments) and Condition 8.2 (Conditions to Redemption and Purchase), should be construed accordingly.
In addition, no part of the Restricted Tier 1 Notes will be eligible for inclusion in the own funds of Aviva's group or any member of Aviva's group.
As a result, Aviva has decided not to undertake steps to satisfy the New Conversion Condition under the RT1 Conditions, and the Change of Control resulting from the Acquisition is therefore a "Non-Qualifying Change of Control" for the purposes of the RT1 Conditions and the related Trust Deed.
Aviva and DLG are of the view that completion of the Acquisition and the consequences of the Acquisition described above have not resulted in the occurrence of a Capital Disqualification Event for the purposes of the RT1 Conditions.
Terms used in the above paragraphs but not otherwise defined in this announcement shall have the meanings given to them in the RT1 Conditions.
Information relating to the credit rating assigned to the Restricted Tier 1 Notes will be available on the credit ratings section of Aviva's website, https://www.aviva.com/investors/credit-ratings-and-debt/.
DISCLAIMER
This announcement is for information purposes only and does not constitute an offer of, or an invitation by or on behalf of Aviva or DLG to subscribe or purchase, any of the Notes in any jurisdiction, and should not be considered as a recommendation by Aviva or DLG that any recipient of this announcement should subscribe for or purchase any Notes.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law, and persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constituted a violation of the securities laws of such jurisdictions.
A credit rating should not be taken as a recommendation by a rating agency to buy, sell or hold securities, and may be revised, suspended or withdrawn at any time by the relevant rating agency.
-ends-
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