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

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

Recommended All-Share Acquisition of Friends Life Group Ltd by Aviva plc PDF (0.7MB)

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?

• We will contact you in due course but a general meeting is likely to be scheduled for March 2015.

Offer related documents

Opening Position Disclosure - Offer in Aviva plc PDF (0.2MB)

Opening Position Disclosure - Offer in Friends Life Group Limited PDF (0.2 MB)

Aviva/Friends Life Co-operation Agreement PDF (1.0MB)

Aviva/Friends Life Non-Disclosure Agreement PDF (4.5MB)

Deloitte Rule 23.3 Consent Letter PDF (0.02MB)

JPMorgan Cazenove Rule 23.3 Consent Letter PDF (0.02MB)

Morgan Stanley Rule 23.3 Consent Letter PDF (0.03MB)

Robey Warshaw Rule 23.3 Consent Letter PDF (0.2MB)

Deloitte QFBS Public Opinion PDF (0.03MB)

Financial Advisor's QFBS Public Opinion PDF (0.03MB)

Deeds of Irrevocable Undertaking from Aviva plc directors

John McFarlane PDF (1.2MB)

Mark Wilson PDF (1.4MB)

Sir Adrian Montague PDF (1.3MB)

Glyn Barker PDF (1.2MB)

Patricia Cross PDF (1.3MB)

Michael Hawker PDF (1.2MB)

Gay Huey Evans PDF (1.5 MB)

Michael Mire PDF (1.2MB)

Bob Stein PDF (1.3MB)

Scott Wheway PDF (1.3MB)

Deeds of Irrevocable Undertaking from Friends Life Group Limited directors

Sir Malcolm Williamson PDF (0.6MB)

Andy Briggs PDF (0.7MB)

Tim Tookey PDF (0.6MB)

Mel Carvill PDF (0.2MB)

Nicholas Lyons PDF (0.2MB)

Robin Phipps PDF (0.2MB)

Tim Wade PDF (0.6MB)