TIDMAV.
RNS Number : 5044L
Aviva PLC
16 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
16 May 2022
Aviva plc
Return of Capital Update
Issue of B Shares, Share Consolidation and Admission of New
Ordinary Shares
Further to the publication on 5 April 2022 of the explanatory
circular regarding the B Share Scheme and Share Consolidation (the
"Circular"), and the passing of all the required Resolutions at the
General Meeting of Aviva plc (" Aviva " or the " Company ") on 9
May 2022, the Company announces that the allotment and issue of
3,687,322,000 B Shares relating to the B Share Scheme (there being
3,687,322,000 Existing Ordinary Shares in issue at the Record Time)
will occur today. The Share Consolidation and admission of the New
Ordinary Shares to the premium listing segment of the Official List
and to trading on the London Stock Exchange's Main Market for
listed securities are due to take place no later than 8.00 a.m.
today.
This follows the announcement on 2 March 2022 that Aviva intends
to return GBP3.75 billion to the holders of its ordinary shares
(the "Shareholders") and holders of American depositary shares
representing ordinary shares ("ADSs") in the form of a payment of
101.69 pence per ordinary share. This is in addition to the GBP1
billion share buy-back which was completed on 31 March 2022.
No application has been, or will be, made to the FCA or to the
London Stock Exchange, respectively, for any of the B Shares to be
admitted to the Official List or to trading on the London Stock
Exchange's main market for listed securities, nor will the B Shares
be listed or admitted to trading on any other recognised investment
exchange.
No share certificates will be issued in respect of the B Shares
and no CREST accounts will be credited with the B Shares.
Assuming there is no unexpected change in the position of the
Company or market conditions generally, the Company intends that
the B Shares will be redeemed tomorrow for 101.69 pence per B
Share. It is expected that Shareholders and holders of ADSs
entitled to receive payments in respect of the proceeds of the
redemption of the B Shares will receive payment by 31 May 2022 in
respect of the Existing Ordinary Shares, and by 6 June 2022 in
respect of the ADSs.
Unless a holding of Existing Ordinary Shares is exactly
divisible by 100, a Shareholder will have a fractional entitlement
to a New Ordinary Share following the Share Consolidation.
Fractional entitlements arising from the Share Consolidation will
be aggregated into New Ordinary Shares and sold in the market on
behalf of such Shareholders. The net proceeds of the sale (after
deduction of all expenses and commissions incurred) will be
distributed pro rata to relevant Shareholders. The electronic
payments in respect of the net proceeds of sale will be despatched
to relevant Shareholders or CREST accounts credited with the net
proceeds, as appropriate, together with certificates for New
Ordinary Shares, where applicable, by 31 May 2022.
At or around the same time as the Share Consolidation, the
Depositary will consolidate the ADSs in the same manner as the
Existing Ordinary Shares to reflect the Share Consolidation, with
fractional entitlements being sold and net cash proceeds (net of
applicable fees, taxes, and expenses) being distributed to
applicable ADS Holders by 6 June 2022.
In accordance with the FCA's Disclosure Guidance and
Transparency Rule 5.6.1(A) and further to the announcement on 9 May
2022, the Company confirms that, post completion of the previously
announced B Share Scheme and Share Consolidation, the Company's
total issued share capital will consist of 2,802,364,720 Ordinary
Shares of 32 17/19 pence each, with each Ordinary Share carrying
the right to one vote.
Capitalised terms used in this announcement which are not
otherwise defined have the same meaning as in the Circular, which
is available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website at www.aviva.com/return-of-capital.
-ends-
Enquiries :
Analysts:
Rupert Taylor Rea +44 (0)7385 494 440
Joel von Sternberg +44 (0)7384 231 238
Michael O'Hara +44 (0)7387 234 388
IMPORTANT NOTICES
This announcement has been issued by and is the sole
responsibility of Aviva. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. The information in this announcement is
subject to change.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities pursuant to this announcement
or otherwise.
This announcement has been prepared in accordance with and for
the purpose of complying with English law and the Listing Rules and
Disclosure Guidance and Transparency Rules of the FCA. The
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside of England and Wales.
This announcement introduces the proposals contained in the
Circular, which should be read by shareholders before taking a
decision. The announcement is not a summary of the proposals and
should not be regarded as a substitute for reading the
Circular.
The release, publication or distribution of this announcement
in, into or from jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any such restrictions. Any failure
to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
financial advice immediately from your stockbroker, bank manager,
fund manager, solicitor, accountant or other appropriate
independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from any appropriately authorised independent
financial adviser.
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END
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