Filed pursuant to Rule 433
Dated November 17, 2011
Registration Statement No. 333-178006
Relating to Preliminary Prospectus Supplement dated November 16, 2011 and
Prospectus dated November 16, 2011
AVIVA PLC
$400,000,000 8.25% CAPITAL SECURITIES DUE 2041
This Free Writing Prospectus relates only to the securities described below and should only be read together with the Preliminary Prospectus Supplement dated November 16, 2011 (the “Prospectus Supplement”) and the Prospectus dated November 16, 2011 relating to these capital securities.
Issuer: |
| Aviva plc |
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Aggregate Principal Amount: |
| $400,000,000 (excluding the underwriters’ option to purchase up to $60,000,000 of additional aggregate principal amount of Capital Securities to cover overallotments, if any). |
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Ranking: |
| Subordinated. Capital Securities will be direct, unsecured and subordinated obligations of the Issuer that will rank junior to the claims of our Senior Creditors and senior to the claims of holders of all classes of our share capital and to the claims of our holders of Junior Securities and equally with the claims of holders of our Pari Passu Securities. |
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Expected Ratings: |
| A3 (Moody’s) / BBB+ (S&P) stable / stable* |
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Legal Format: |
| SEC Registered Securities |
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Trade Date: |
| November 17, 2011 |
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Original Issue Date (Settlement): |
| November 22, 2011 (T+3) |
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Maturity: |
| December 1, 2041, unless earlier redeemed or mandatorily deferred |
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Issue Price (Price to Public): |
| $25.00 per Capital Security |
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Underwriters’ Discount: |
| $0.7875 per Capital Security |
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Price to Issuer: |
| $24.2125 per Capital Security |
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Proceeds, before expenses, to the Issuer: |
| $387,400,000, not including proceeds, if any, from the exercise of the Overallotment Option |
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Overallotment Option: |
| If the option is exercised in full, the total Price to Public, Underwriting Discount and Proceeds to the Issuer will be $460,000,000, $14,490,000 and $445,510,000, respectively. |
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Interest Rate: |
| 8.25% per annum, accruing from the Original Issue Date |
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Interest Payment Dates: |
| Subject as provided below, interest will be payable quarterly in arrear on each March 1, June 1, September 1 and December 1 of each year, beginning on March 1, 2012. Interest during the initial interest period (long coupon) accrues from and including November 22, 2011 to but excluding March 1, 2012. |
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Optional Interest Deferral: |
| Issuer, at its discretion, may, subject to certain conditions, defer interest payments on an interest payment date at any time. See Prospectus Supplement for details. |
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Mandatory Interest Deferral: |
| Issuer will be required to defer interest payments on any interest payment date when or if either (i) the Solvency Condition would not be satisfied or (ii) a Regulatory Deficiency Interest Deferral Event has occurred and is continuing or would occur if payment of interest was made on such interest payment date. See Prospectus Supplement for details. |
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Optional Redemption: |
| Issuer may, in whole or in part, call the Capital Securities on any interest payment date on or after December 1, 2016 at 100% of the principal amount plus accrued and unpaid interest (including deferred interest). |
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Special Event Redemption: |
| Issuer may call, in whole (but not in part), the Capital Securities at any time, subject to certain conditions, for certain tax reasons or certain UK regulatory reasons. See Prospectus Supplement for details. |
CUSIP / ISIN: |
| 05382A 203 / US05382A2033 |
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Expected Listing: |
| NYSE |
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Joint Book-Running Managers: |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated / $116,250,000 |
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Selling Group: |
| Deutsche Bank Securities Inc. / $3,750,000 HSBC Securities (USA) Inc. / $3,750,000 Janney Montgomery Scott LLC / $3,750,000 Morgan Keegan & Company, Inc. / $3,750,000 Oppenheimer & Co. Inc. / $3,750,000 Pershing LLC / $3,750,000 RBC Capital Markets, LLC / $3,750,000 Robert W. Baird & Co. Incorporated / $3,750,000 Advisors Asset Management / $1,250,000 BB&T Capital Markets, a division of Scott & Stringfellow, LLC / $1,250,000 Boenning & Scattergood, Inc. / $1,250,000 C.L. King & Associates, Inc. / $1,250,000 City Securities Corporation / $1,250,000 D.A. Davidson & Co. / $1,250,000 Davenport & Company LLC / $1,250,000 HRC Investment Services, Inc. / $1,250,000 JJB Hilliard, WL Lyons LLC / $1,250,000 Keefe, Bruyette & Woods, Inc. / $1,250,000 KeyBanc Capital Markets Inc. / $1,250,000 Mesirow Financial, Inc. / $1,250,000 Sterne, Agee & Leach, Inc. / $1,250,000 Synovus Securities, Inc. / $1,250,000 Wedbush Securities Inc. / $1,250,000 William Blair & Company, LLC / $1,250,000 B.C. Ziegler and Co. / $1,250,000 |
Additional Development: On November 17, 2011, the issuer allotted 41,996,357 ordinary shares of 25 pence each admitted to trading on the London Stock Exchange in respect of its Scrip Dividend Scheme alternative to the 2011 interim cash dividend. Each ordinary share carries the right to one vote in relation to all circumstances at its general meetings of shareholders. Following the allotment of these shares, the total number of voting rights in the issuer is 2,905,058,056. The issuer does not hold any ordinary shares in treasury.
Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Prospectus Supplement.
The Issuer has filed a registration statement (including a prospectus) with the SEC for this offering to which the communication relates. Before you invest, you should read the prospectus for this offering in that registration statement, and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR) at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from Merrill Lynch, Pierce, Fenner & Smith Incorporated by calling toll free 1- 800-294-1322, from Morgan Stanley & Co. LLC by calling toll free 1-800-584-6837 or from Wells Fargo Securities, LLC by calling toll free 1-800-326-5897 or email: cmclientsupport@wellsfargo.com.
This communication should be read in conjunction with the Prospectus Supplement and the accompanying Prospectus dated November 16, 2011.
*The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to revision, suspension, reduction, review or withdrawal at any time by Moody’s or S&P. Each of the security ratings above should be evaluated independently of any other security rating.