Aviva: Recommended all-share acquisition of Friends Life Group Limited by Aviva plc

Published: 02 Dec 2014

Aviva plc and Friends Life Group Limited are pleased to announce that they have reached agreement on the terms of a recommended all share acquisition of Friends Life Group Limited by Aviva plc.

Shareholders will have an opportunity to vote on the proposed acquisition at a general meeting. We will write to shareholders with details of the general meeting and how to vote in due course.

All documentation relating to this will be published on this website.

Offer announcement

SEC filing - Recommended All-Share Acquisition of Friends Life Group Ltd by Aviva plc

Friends Life Acquisition Analyst Presentation PDF (0.7MB)

FAQ for Aviva shareholders

What is an all share offer?

In an all-share offer, Aviva plc would issue Aviva plc ordinary 25p shares to Friends Life Group Limited shareholders (typically at a set ratio including a premium) rather than paying cash to Friends Life Group Limited shareholders.
As a result, both Aviva plc and Friends Life Group Limited shareholders would have a position in the enlarged group.
There would be no debt raise required to finance the transaction

What does this mean for my shareholding in Aviva plc?

If the proposed combination were to proceed, we would currently expect:
that the combined group would have higher cash flows enhanced by substantial synergies, principally through operating efficiencies in the combined back books and the removal of overlapping overheads
accelerated transformation of Aviva’s balance sheet, including reducing leverage and strengthening capital and liquidity. This is expected to increase the enlarged group’s financial and strategic flexibility and support further growth of Aviva’s dividends.

Will my shareholding in Aviva plc be diluted?

Yes. If the proposed combination were to proceed, Aviva plc shareholders will own approximately 74% of the enlarged company, Friends Life Group Limited shareholders will own approximately 26% of the enlarged company.

Will I get the chance to vote on this deal?

Yes, the combination constitutes a Class 1 transaction for Aviva plc.
Aviva plc therefore requires approval from its shareholders at a general meeting which will be scheduled in due course (probably in March 2015). It is intended that the Scheme document, prospectus and circular (including notice of the general meeting) will be published in the second half of January 2015.
If the proposed acquisition is successful then the transaction is expected to complete during the second quarter of 2015.

When will the general meeting to approve the transaction be?