Aviva plc
Publication of Circular relating to return of capital to Shareholders and containing notice of General Meeting
As previously announced on Wednesday 2 March 2022 (the “2 March Announcement”), Aviva plc (“Aviva” or the “Company”) intends to return £3.75 billion to the holders of its ordinary shares (the “Shareholders”) and holders of American depositary shares representing ordinary shares (“ADSs”). This is in addition to the £1 billion share buyback which was completed on 31 March 2022.
The Company intends to implement this return of capital through the issue of a new class of redeemable B shares which the Company expects to redeem in cash for 101.69[1] pence per ordinary share (the “B Share Scheme”). The B Share Scheme will be accompanied by a 76 for 100 share consolidation of the Company's existing ordinary share capital and an equivalent consolidation of the ADSs (the “Share Consolidation”). The B Share Scheme and Share Consolidation are subject to the approval of the Shareholders and the holders of ADSs and, accordingly, the following documentation has been published on the specified Aviva website and will (as applicable, depending on mailing preferences) shortly be posted to the Shareholders:
- an explanatory circular regarding the B Share Scheme and the Share Consolidation, and containing a notice of general meeting of the Company (the “Circular”) (www.aviva.com/return-of-capital)
- the form of proxy for use at the general meeting (www.aviva.com/agm); and
- a question and answer document regarding the B Share Scheme and the Share Consolidation (www.aviva.com/return-of-capital).
The B Share Scheme and Share Consolidation are also subject to customary conditions, including but not limited to no material deterioration in market conditions or the financial position of Aviva.
The Company's general meeting to approve the B Share Scheme, Share Consolidation and associated resolutions regarding the share capital of the Company will be held at 3.30pm or 15 minutes following the end of the Company's 2022 annual general meeting (whichever is later) on Monday 9 May 2022 at The Queen Elizabeth II Centre, Broad Sanctuary, Westminster, London, SW1P 3EE, United Kingdom, with facilities to attend electronically.
By way of reminder:
- in the Company's results announcement on Wednesday 2 March 2022 (the “Results Announcement”) and the 2 March Announcement (together the “Announcements”) the estimated proceeds from the B Share Scheme of approximately 100 pence per existing ordinary share were for illustrative and indicative purposes only and, subject to unforeseen events, the expected proceeds per existing ordinary share will be as set out above (and not on the basis of that earlier illustrative amount);
- the consolidation ratio included in the Announcements was for illustrative purposes only. The Share Consolidation will proceed on the basis described in this announcement (and not on the basis of that earlier illustrative ratio). The ratio applied in respect of the Share Consolidation is subject to ongoing review and may change, to ensure that the correct ratio is applied in order to maintain comparability as intended;
- the proposed final dividend for 2021, which is to be put to Shareholders at the Company's 2022 annual general meeting, is 14.70 pence per existing ordinary share in the Company , payable on or around 19 May 2022 to Shareholders named on the Company's register of members as at the close of business on Friday 8 April 2022; and
- for reference only, on the basis of the Share Consolidation ratio, if the Company were (in line with the updated dividend policy announced in the Company's Results Announcement) to pay: (i) a dividend for the financial year ended 31 December 2022 of approximately £870 million, such dividend would be equivalent to approximately 31.0 pence per New Ordinary Share, an increase of approximately 40 per cent. from the 2021 dividend per share, and/or (ii) a dividend for the financial year ended 31 December 2023 of approximately £915 million, such dividend would be equivalent to approximately 32.5 pence per New Ordinary Share and growth of approximately 5 per cent. on the dividend for the financial year ended 31 December 2022 as set out above. These remain estimated dividends which are for guidance and subject to change. The Board has not approved or made any decision to pay any dividend in respect of any future period. For the avoidance of doubt, the estimated dividend figures published in the Results Announcement were calculated based on the illustrative Share Consolidation ratio published in the Results Announcement and, subject to unforeseen events, the Share Consolidation will proceed on the basis of the ratio described in this announcement (and not on the basis of that earlier illustrative ratio).
Timetable and settlement
The record time for entitlement to the B shares and the Share Consolidation will be 6pm (London time) on Friday 13 May 2022 in respect of the existing ordinary shares. The B shares are expected to be issued on Monday 16 May 2022, and the Share Consolidation will occur on the same date. The redemption and cancellation of the B shares is expected to occur on Tuesday 17 May 2022.
In respect of the ADSs, on Monday 6 June 2022 (the “ADS Effective Date”) the ADSs will be consolidated in the same ratio as the existing ordinary shares, and consequently each ADS holder will hold a smaller number of ADSs than before. In the period between the Share Consolidation and the ADS Effective Date, there will be no change to the ratio of new ordinary shares to ADSs.
Shareholders will receive their proceeds under the return of capital in pounds sterling, unless an alternative currency mandate is in place, in which case the Shareholder will then receive their proceeds in the currency they have elected for, and the holders of ADSs will receive their proceeds in US dollars (having been converted into US dollars by Citibank, N.A. (the “Depositary”) having regard to the prevailing exchange rate at the time of conversion which is expected to be on Monday 6 June 2022).
Under the expected timetable of events, Shareholders and holders of ADSs will be sent electronic payments in line with their current bank mandate (or, in the case of ADS Holders, cheques) or, if Shareholders hold their existing ordinary shares in CREST, will have their CREST account credited by Tuesday 31 May 2022 in respect of the existing ordinary shares; and in the case of ADS holders who hold their ADSs through the Depositary account (“DTC accounts”), in order to allow for the conversion from pounds sterling to US dollars by the Depositary, will have their DTC accounts credited by Monday 6 June 2022 in respect of the ADSs. A detailed timetable and the terms of the B Share Scheme and Share Consolidation are set out in the Circular.
General meeting
The resolution to approve the B Share Scheme and certain associated resolutions (each of which are set out in the Circular) will be proposed at the general meeting as special resolutions, the passing of which require at least 75 per cent. of the shares voted (whether in person or by proxy) to be cast in favour of each of those resolutions. The resolution to approve the Share Consolidation (which is also set out in the Circular) will be proposed at the general meeting as an ordinary resolution, the passing of which requires a simple majority of the shares voted (whether in person or by proxy) to be cast in favour of that resolution.
Circular
The Circular can be found on Aviva's website at www.aviva.com/return-of-capital.
A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A hard copy of the Circular can be obtained free of charge on request from the Company Secretary at Aviva's registered office at St Helen's, 1 Undershaft, London, EC3P 3DQ, United Kingdom. This will be made available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays are excepted), up to and including the date of the general meeting and during the general meeting.