Proposed placing to raise approximately £900 million (the “Placing”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
THIS IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Further to the announcement today (the “Acquisition Announcement”) by Aviva plc (“Aviva” or the “Company”) of the proposed acquisition of AmerUs Group Co. (“AmerUs”) for approximately Ł1.6 billion in cash (the “Proposed Acquisition”), Aviva announces that it is today undertaking a placing of new Aviva shares (the “New Ordinary Shares”) to raise approximately Ł900 million. The Placing, which will be the subject of an accelerated fixed price bookbuild, is not conditional on completion of the Proposed Acquisition. JPMorgan Cazenove ("JPMC"), Hoare Govett Limited ("Hoare Govett") and Morgan Stanley & Co. International (“Morgan Stanley”) are acting as joint bookrunners (the “Bookrunners” or “Managers”) and joint brokers to the Placing. 129 million New Ordinary Shares of Ł0.25 each in the capital of the Company are being placed, subject to the terms of the Placing Agreement, at a price of 700 pence per New Ordinary Share. The New Ordinary Shares represent approximately 5% of Aviva’s current issued share capital.
The Placing has been fully underwritten by JPMorgan Securities Ltd. (“JPMSL”), Hoare Govett and Morgan Stanley, subject to the terms and conditions of the Placing Agreement.
The books will open with immediate effect. The books are expected to close no later than 4.30pm today, 13 July 2006 and allocations are expected to be announced as soon as practicable thereafter. The timing of the closing of the books and allocations may be accelerated at the absolute discretion of the Bookrunners. The results of the Placing will be announced by the Company as soon as practicable after the close of the bookbuild.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of Ł0.25 each in the capital of Aviva, including the right to receive all dividends and other distributions declared, made or paid after the date of issue, including the right to receive any interim dividend declared at the time of the Company’s 2006 interim results, expected to be announced on 9 August 2006.
Application will be made for the New Ordinary Shares to be admitted to the Official List maintained by the UK Listing Authority and to be admitted to trading by the London Stock Exchange plc on its market for listed securities (together “Admission”). Admission is expected to take place on 18 July 2006.
Attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this announcement.
Enquiries to:
JPMorgan Cazenove + 44 (0)20 7588 2828
Tim Wise
Conor Hillery
Jonathan Wilcox
Hoare Govett + 44 (0)20 7678 8000
Peter Meinertzhagen
Bob Cowdell
Jeremy Thompson
Morgan Stanley + 44 (0)20 7425 8000
Paul Baker
Henrik Gobel
Martyn Dodgson
Description of Aviva: Aviva's shares are traded on London Stock Exchange plc where the company is listed in the Insurance sector (LSE: AV.L).
JPMSL, which is regulated by the Financial Services Authority, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of JPMSL, nor for providing advice in relation to the Placing.
JPMC, which is regulated by the Financial Services Authority, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of JPMC nor for providing advice in relation to the Placing.
Hoare Govett, which is regulated by the Financial Services Authority, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Hoare Govett nor for providing advice in relation to the Placing.
Morgan Stanley, which is regulated by the Financial Services Authority, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Morgan Stanley nor for providing advice in relation to the Placing.
This announcement is for information only and, save as set out in the terms and conditions attached, does not constitute an offer or invitation to acquire or dispose of any securities or investment advice in any jurisdiction.
The information contained in this announcement is not for release, publication or distribution, directly or indirectly, to persons in the United States its territories or possessions, Canada, Australia or Japan. This announcement is not an offer of securities for sale or issue or the solicitation of an offer to buy or acquire any securities in the capital of the Company in the United States, Canada, Australia or Japan or any jurisdiction in which such offer or solicitation is unlawful and should not be relied upon in connection with any decision to acquire the New Ordinary Shares or any other securities in the capital of the Company. The New Ordinary Shares have not and will not be registered under the US Securities Act of 1933, as amended, or under the laws of any state of the United States and may not be offered or sold directly or indirectly, in the United States absent registration or an exemption from registration. There will be no public offering of securities in the United States, the United Kingdom or anywhere else. The New Ordinary Shares have not and will not be registered with any regulatory authority of any State within the United States.
This announcement is only addressed to and directed at persons in member states of the European Economic Area ('EEA') who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ('Qualified Investors'). Any person in the EEA who initially acquires any securities in the Placing or to whom any offer of securities is made will be deemed to have acknowledged and agreed that they are such a Qualified Investor.
In the case of any securities acquired by a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the securities acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they have been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than their offer or resale in a relevant member state to Qualified Investors or in circumstances in which the prior consent of the Managers has been obtained to each such proposed offer or resale.
The Company and the Managers and their respective affiliates, will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
This announcement contains statements about Aviva and AmerUs that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”,” intends”, “will”, “may”, “anticipates”, “estimates”, “projects”, “assumes”, “seeks”, “predicts”, “would”, “should”, “possibly”, “potential” or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Aviva’s or AmerUs’s operations and potential synergies resulting from the acquisition; and (iii) the effects of government regulation on Aviva’s or AmerUs’s business.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Aviva disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
Related documents
Download full announcement PDF (83kb)
<%else%>
Disclaimer notice
THE INFORMATION CONTAINED IN THIS PORTION OF THE WEBSITE IS NOT INTENDED FOR ANYONE IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN.
The acquisition of AmerUs (the "acquisition") and related placing of new shares in Aviva plc ("the placing")
NOTE: ELECTRONIC VERSIONS OF CERTAIN ANNOUNCEMENTS AND INFORMATION RELATING TO THE PROPOSED ACQUISITION AND THE PLACING ARE BEING MADE AVAILABLE ON THIS WEBSITE BY AVIVA IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.
Access to information relating to the acquisition and the placing
Please read this notice carefully - it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This part of the site contains information on the acquisition and the placing. Please note that the disclaimer set out below may be altered or updated from time to time. You should read it in full each time you visit this part of the website.
For regulatory reasons, we have to ensure that you are aware of the appropriate regulations for the country which you are in. To allow you to view information about the acquisition and the placing, you have to read the following and then press "I agree". If you are unable to agree, you should press "I disagree" and you will not be able to view information about the acquisition and the placing.
Overseas Persons
Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view this information.
Copies of any information on this part of the website are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from the US, Australia, Canada or Japan and persons accessing this website (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send in any information available on this part of the website, into or from the US, Australia, Canada or Japan.
If you are not permitted to view the information relating to the acquisition and the placing on this website, or viewing such information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information relating to the acquisition and the placing, please exit this web page by clicking on the "I disagree" box below.
The document(s) relating to the acquisition and the placing on this website do not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. In particular, the document(s) on this website do not constitute an offer of securities for sale in the US and the new Aviva shares referred to in the documents have not been, and will not be, registered under the US Securities Act of 1933, as amended, or under the securities laws of any state, district or other jurisdiction of the US, Australia, Canada or Japan and no regulatory clearance in respect of the new Aviva shares has been, or will be, applied for in any jurisdiction other than the UK. Accordingly, absent registration or unless an exemption is applicable under the US Securities Act of 1933 or other relevant securities laws is applicable, the new Aviva shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly, in or into the US, Australia, Canada or Japan or to, or for the account or benefit of, any US person or any person resident in Australia, Canada or Japan. There will be no public offering of the securities in the United States, the United Kingdom or elsewhere.
Forward-looking Statements
The documents relating to the acquisition and the placing contain forward-looking statements. All statements regarding the future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined group and any other statements about Aviva managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements. Any statements that are not statements of historical fact should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to consummate the transaction, the ability of the combined group to successfully integrate the businesses of Aviva and AmerUs and their respective operations and employees; the ability to realise anticipated synergies and cost savings and Aviva disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of the relevant document.
Basis of access to information relating to the acquisition and the placing
Access to the electronic version of any documents relating to the acquisition and the placing is being made available on this website by Aviva in good faith and for information purposes only. Any person seeking access to this website represents and warrants to Aviva that they are doing so for information purposes only. Making the information on the acquisition and the placing available in electronic format does not constitute an offer or an invitation to purchase or sell any securities or the solicitation of any vote or approval in any jurisdiction.
J.P.Morgan Securities Limited, JPMorgan Cazenove Limited, Hoare Govett Limited and Morgan Stanley International Limited are acting for Aviva and no one else in connection with the acquisition and the placing and will not be responsible to anyone other than Aviva for providing the protections afforded to clients of JP Morgan Securities Limited, JP Morgan Cazenove Limited, Hoare Govett Limited or Morgan Stanley International Limited nor for giving advice in relation to the acquisition and the placing.
Confirmation of Understanding and Acceptance of Disclaimer
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the site.
I AGREE