American depositary receipt holders
What is an ADR?
An American Depositary Receipt (ADR) is a negotiable instrument issued by a depositary bank that evidences ownership of shares in a corporation organised outside the US. Each ADR represents a specific number of underlying ordinary shares in a non-US company on deposit with a custodian in the applicable home market. ADRs are quoted and traded in US dollars on a US securities exchange and dividends are paid to investors in US dollars.
ADRs were specifically designed to facilitate the purchase, holding and sale of non-US securities by US investors, and to provide a corporate finance vehicle for non-US companies. Aviva has a sponsored Level 1 ADR facility administered by Citibank.
Aviva’s Level 1 ADR program is traded under the ticker symbol "AVVIY".
Who can hold ADRs?
ADRs can be purchased by investors or institutions who wish to purchase shares in a foreign company. Investors can either purchase the foreign shares in the local market through a broker in that country or request their brokers to buy the ADRs in the US. The broker may either purchase existing ADRs or, if they are not available, arrange for their broker to purchase shares in the local market of which Aviva’s depositary bank, Citibank, will issue in ADR form.
How can I find out the value of my ADRs?
You can find an update-to-date quote of an Aviva ADR here.
How do I buy and sell Aviva ADRs?
You can buy and sell Aviva ADRs through any broker licensed to buy and sell US securities.
For any ADR related enquiries, you may contact Citibank Shareholder Services.
How do I convert my ordinary shares into ADRs?
Aviva plc ordinary shareholders should contact their local broker to deposit their ordinary shares at Citibank London for ADR issuance.
How can I find out how many ADSs I hold?
Registered ADR holders can access their account online.
Alternatively Aviva plc registered ADR holders can contact Citibank Shareholder Services. Aviva plc ADR holders holding shares via a bank, a broker or nominee account (in book-entry format) should contact their brokers for information on their holding.
How can I change my details on my ADR account?
If you are a registered holder, please contact Citibank Shareholder Services.
You can also inform Citibank of your change of address by e-mailing them at citibank@shareholders-online.com. Alternatively, you can complete the form found on your latest account statement and return it to the address on the statement.
How can I replace a lost ADR certificate?
If your certificate is lost, stolen or destroyed please notify Citibank immediately so that a stop transfer can be placed on the certificate. Citibank will send you the necessary forms for a replacement certificate to be issued to you. There is a charge of approximately 3% of the market value of the shares (minimum fee of $20) for a replacement certificate. This is necessary in order to purchase the replacement indemnity bond.
How can I obtain information about my ADR account?
You can obtain information on your account such as your balance or the status of a dividend cheque by calling Citibank Shareholder Services.
How do I gift or transfer my ADRs?
Computershare are Citibank’s transfer agent. Information on how to gift or transfer your ADRs can be found under the “Frequently Asked Questions” section of the Computershare website. The “Frequently Asked Questions” section is located under the “Transferring Stock” menu, where you will find the requirements to transfer your shares. You can also contact Citibank Shareholder Services.
How can I find information about dividends on my ADRs?
You can find information on ADR Dividends here.
Return of Capital
What was the B Share Scheme and Share Consolidation?
The B Share Scheme was the way in which Aviva returned £3.75 billion to Shareholders. B Shares were issued to Shareholders, at a ratio of one B Share for each Existing Ordinary Share held, and then the B Shares were redeemed for a fixed amount per B Share. Holders of the ADSs were also entitled to participate in the return under the B Share Scheme.
To maintain comparability (subject to normal market fluctuations) between the market price for Aviva Ordinary Shares and ADSs before and after the implementation of the B Share Scheme, the B Share Scheme was accompanied by a Share Consolidation (and an equivalent consolidation of the ADSs). Under the Share Consolidation, the Existing Ordinary Shares were consolidated and redesignated so that Shareholders received 76 New Ordinary Shares for each 100 Existing Ordinary Shares held at 6pm on Friday 13 May 2022.
Full details can be found in the Circular.
How much cash was returned to Ordinary Shareholders (total/per share)?
Shareholders received one B Share for each Existing Ordinary Share held at 6pm on Friday 13 May 2022, with B Shares redeemed for cash at 101.69 pence per Existing Ordinary Share.
What were the reasons for the implementation of the B Share Scheme?
Aviva had agreed and completed the disposal of eight non-core businesses for total proceeds of £7.5 billion prior to the implementation of the B Share Scheme.
A share buyback programme, which commenced in August 2021 and completed on Thursday 31 March 2022, returned £1 billion to Shareholders. After taking into account the disposal proceeds received, Aviva’s strong financial position and capital framework, together with the desire to retain amounts for the further reduction in financial leverage and for investment in the business, the Board proposed a further return of £3.75 billion to Shareholders by way of a B Share Scheme.
The Board concluded that the B Share Scheme was the most favourable method for returning capital to Shareholders on the basis of the position of both retail and institutional Shareholders, the benefits of completing the capital return within a reasonable timescale and the proportionate participation of all Shareholders.
Who was eligible?
The B Share Scheme and Share Consolidation related to the ordinary share capital of Aviva. All Ordinary Shareholders on Aviva’s shareholder register at 6pm on Friday 13 May 2022 were eligible to participate in the B Share Scheme and their Existing Ordinary Shares were consolidated.
What was the impact of the Share Consolidation on the value of my Ordinary Shares or ADSs?
The purpose of the Share Consolidation was to try to ensure that (subject to fractional roundings) the market price of each New Ordinary Share and New ADS immediately following the implementation of the B Share Scheme was broadly the same (subject to normal market fluctuations) as the market price of each Existing Ordinary Share and ADS immediately beforehand. The New Ordinary Shares were equivalent in all other respects to the Existing Ordinary Shares, including their dividend, voting and other rights as set out in Aviva’s Articles of Association.
In addition, you continued to own the same proportion of Aviva (subject to fractional entitlements) as you did immediately prior to the implementation of the B Share Scheme. Under the Share Consolidation, the Existing Ordinary Shares were consolidated and redesignated so that Shareholders received 76 New Ordinary Shares for 100 Existing Ordinary Shares held at the Record Time. Expressed as a percentage, the reduction in the number of Ordinary Shares as a result of the Share Consolidation was broadly equivalent to the percentage of Aviva’s market capitalisation which was returned to Shareholders under the B Share Scheme. Therefore, the value of your holding of New Ordinary Shares plus the amount returned per Existing Ordinary Share held by you at 6pm on Friday 13 May 2022 pursuant to the B Share Scheme was, subject to market fluctuations, approximately equal to the value of your holding of Existing Ordinary Shares before the B Share Scheme.
Fractional entitlements arose when applying the consolidation ratio to a Shareholder’s holding of Existing Ordinary Shares resulted in the Shareholder being entitled to a fraction of a New Ordinary Share. Such fractional entitlements were aggregated and sold in the market on behalf of such Shareholders. Net proceeds of the sale (after deduction of all expenses and commissions incurred) were distributed pro rata to entitled Ordinary Shareholders on 19 May 2022. The value of any one Shareholder's fractional entitlement did not exceed the value of one New Ordinary Share.
At or around the same time as the Share Consolidation, the Depositary consolidated the ADSs in the same manner as the Existing Ordinary Shares to reflect the Share Consolidation, with fractional entitlements to New ADSs being sold and net cash proceeds (net of applicable fees, taxes, and expenses) distributed to applicable ADS Holders.
How did the B Share Scheme and Share Consolidation affect my shareholding?
Under the B Share Scheme, you would have received 101.692 pence for each Existing Ordinary Share you held at 6pm on Friday 13 May 2022. Your Existing Ordinary Shares were then consolidated into New Ordinary Shares in the ratio of 76 New Ordinary Shares for every 100 Existing Ordinary Shares you held at the Record Time. The aggregate value of your cash proceeds under the B Share Scheme and your holding of New Ordinary Shares you held following the Share Consolidation were, subject to normal market fluctuations, approximately equal to the value of the Existing Ordinary Shares that you previously held. You owned the same proportion of Aviva shares as you did immediately prior to the implementation of the B Share Scheme and Share Consolidation subject only to fractional roundings.
The ratio for the Share Consolidation that applied to your shares was set by reference to (i) the closing mid-market price of 438 pence per Existing Ordinary Share in issue on Monday 4 April 2022 (being the last practicable date prior to the publication of the Circular), as adjusted for the 2021 final dividend of 14.70 pence per Existing Ordinary Share (for which the record date was Friday 8 April 2022) and (ii) the number of Existing Ordinary Shares in issue on Monday 4 April 2022 (being the last practicable date prior to the publication of the Circular), adjusted for shares which were pending cancellation under the Company’s previously announced share buyback programme.
To give you an idea of how the B Share Scheme affected your shareholding we have set out some examples below:
Number of Existing Ordinary Shares held at the B Share Scheme Record Time | Number of B Shares you received | Number of New Ordinary Shares you received |
10 | 10 | 7 |
100 | 100 | 76 |
250 | 250 | 190 |
Fractional entitlements arose when applying the consolidation ratio to a Shareholder’s holding of Existing Ordinary Shares resulted in the Shareholder being entitled to a fraction of a New Ordinary Share. Fractional entitlements arising from the Share Consolidation were aggregated and sold in the market on behalf of such Shareholders. Net proceeds of the sale (after deduction of all expenses and commissions incurred) were distributed pro rata to entitled Ordinary Shareholders on Tuesday 31 May 2022. The value of any one Shareholder's fractional entitlement did not exceed the value of one New Ordinary Share.
ADSs were consolidated in the same manner as the Existing Ordinary Shares, with fractional entitlements sold and net cash proceeds (net of applicable fees, taxes, and expenses) distributed to applicable ADS Holders.
What if I am a citizen, resident or national of a country other than the UK or US?
Shareholders who are not (or, at the time of the implementation of the B Share Scheme, were not) resident in the UK or US, or who are (or, at the time of the implementation of the B Share Scheme, were) citizens, residents or nationals of a country other than the UK or US, should read the additional information set out in paragraph 8 of Part II of the Circular.
In addition, Shareholders who are (or, at the time of the implementation of the B Share Scheme, were) subject to tax in a jurisdiction other than the UK or the US, or who are in any doubt as to their tax position, should consult their own independent professional advisers.
What is my tax position?
Each Shareholder’s tax position depend on their circumstances and where they are (or, at the time of the implementation of the B Share Scheme, were) resident for tax purposes. The B Share Scheme was intended to provide capital treatment for most UK tax-resident Shareholders.
A general guide to certain limited aspects of the UK tax treatment of the B Share Scheme under UK law at the time of the B Share Scheme and HMRC’s published practice and a summary of certain US federal income tax consequences for US holders under current US tax law is set out in Part IV of the Circular. Each Shareholder is urged to consult its own independent professional adviser regarding the tax consequences to it of the B Share Scheme, taking into account its particular circumstances.
Shareholders who are (or, at the time of the implementation of the B Share Scheme, were) subject to tax in a jurisdiction other than the UK or the US, or who are in any doubt as to the potential tax consequences of the B Share Scheme or Share Consolidation, are urged to consult their own independent professional tax advisers.
I am an individual and tax resident in the UK. Would I have been better off if you had paid a special dividend?
This could depend on your precise circumstances, but in general the answer is “no”. UK individual Shareholders are likely to pay more tax on receipt of a special dividend than they would pay on receipt of proceeds under the B Share Scheme.