13th Jul 2006 07:01
Aviva PLC13 July 2006 News release 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 13 JULY 2006 PROPOSED PLACING TO RAISE APPROXIMATELY £900 MILLION (the "Placing") 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 £1.6 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 £900 million. The Placing, whichwill be the subject of an accelerated fixed price bookbuild, is not conditionalon completion of the Proposed Acquisition. JPMorgan Cazenove ("JPMC"), HoareGovett Limited ("Hoare Govett") and Morgan Stanley & Co. International ("MorganStanley") are acting as joint bookrunners (the "Bookrunners" or "Managers") andjoint brokers to the Placing. 129 million New Ordinary Shares of £0.25 each inthe capital of the Company are being placed, subject to the terms of the PlacingAgreement, at a price of 700 pence per New Ordinary Share. The New OrdinaryShares 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 thePlacing Agreement. The books will open with immediate effect. The books are expected to close nolater than 4.30pm today, 13 July 2006 and allocations are expected to beannounced as soon as practicable thereafter. The timing of the closing of thebooks and allocations may be accelerated at the absolute discretion of theBookrunners. The results of the Placing will be announced by the Company as soonas practicable after the close of the bookbuild. The New Ordinary Shares will, when issued, be credited as fully paid and willrank pari passu in all respects with the existing issued ordinary shares of£0.25 each in the capital of Aviva, including the right to receive all dividendsand other distributions declared, made or paid after the date of issue,including the right to receive any interim dividend declared at the time of theCompany'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 theOfficial List maintained by the UK Listing Authority and to be admitted totrading 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 outin 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 plcwhere the company is listed in the Insurance sector (LSE: AV.L). JPMSL, which is regulated by the Financial Services Authority, is acting for theCompany in connection with the Placing and no one else and will not beresponsible to anyone other than the Company for providing the protectionsafforded to the clients of JPMSL, nor for providing advice in relation to thePlacing. JPMC, which is regulated by the Financial Services Authority, is acting for theCompany in connection with the Placing and no one else and will not beresponsible to anyone other than the Company for providing the protectionsafforded to the clients of JPMC nor for providing advice in relation to thePlacing. Hoare Govett, which is regulated by the Financial Services Authority, is actingfor the Company in connection with the Placing and no one else and will not beresponsible to anyone other than the Company for providing the protectionsafforded to the clients of Hoare Govett nor for providing advice in relation tothe Placing. Morgan Stanley, which is regulated by the Financial Services Authority, isacting for the Company in connection with the Placing and no one else and willnot be responsible to anyone other than the Company for providing theprotections afforded to the clients of Morgan Stanley nor for providing advicein relation to the Placing. This announcement is for information only and, save as set out in the terms andconditions attached, does not constitute an offer or invitation to acquire ordispose of any securities or investment advice in any jurisdiction. The information contained in this announcement is not for release, publicationor distribution, directly or indirectly, to persons in the United States itsterritories or possessions, Canada, Australia or Japan. This announcement is notan offer of securities for sale or issue or the solicitation of an offer to buyor acquire any securities in the capital of the Company in the United States,Canada, Australia or Japan or any jurisdiction in which such offer orsolicitation is unlawful and should not be relied upon in connection with anydecision to acquire the New Ordinary Shares or any other securities in thecapital of the Company. The New Ordinary Shares have not and will not beregistered under the US Securities Act of 1933, as amended, or under the laws ofany state of the United States and may not be offered or sold directly orindirectly, in the United States absent registration or an exemption fromregistration. There will be no public offering of securities in the UnitedStates, the United Kingdom or anywhere else. The New Ordinary Shares have notand will not be registered with any regulatory authority of any State within theUnited States. This announcement is only addressed to and directed at persons in member statesof the European Economic Area ('EEA') who are 'qualified investors' within themeaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC)('Qualified Investors'). Any person in the EEA who initially acquires anysecurities in the Placing or to whom any offer of securities is made will bedeemed 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 termis used in Article 3(2) of the Prospectus Directive, such financial intermediarywill also be deemed to have represented, acknowledged and agreed that thesecurities acquired by it in the Placing have not been acquired on anon-discretionary basis on behalf of, nor have they have been acquired with aview to their offer or resale to, persons in circumstances which may give riseto an offer of securities to the public other than their offer or resale in arelevant member state to Qualified Investors or in circumstances in which theprior consent of the Managers has been obtained to each such proposed offer orresale. The Company and the Managers and their respective affiliates, will rely upon thetruth and accuracy of the foregoing representations, acknowledgements andagreements. This announcement contains statements about Aviva and AmerUs that are or may beforward looking statements. All statements other than statements of historicalfacts included in this announcement may be forward looking statements. Withoutlimitation, 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 thenegative thereof, are forward looking statements. Forward looking statementsinclude 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) businessand management strategies and the expansion and growth of Aviva's or AmerUs'soperations and potential synergies resulting from the acquisition; and (iii) theeffects of government regulation on Aviva's or AmerUs's business. Such forward looking statements involve risks and uncertainties that couldsignificantly affect expected results and are based on certain key assumptions.Many factors could cause actual results to differ materially from thoseprojected or implied in any forward looking statements. Due to suchuncertainties and risks, readers are cautioned not to place undue reliance onsuch forward looking statements, which speak only as of the date hereof. Avivadisclaims any obligation to update any forward looking or other statementscontained herein, except as required by applicable law. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. TERMS AND CONDITIONS 1. IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY 1.1 MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THEPLACING. THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SETOUT HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEMIN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL ORAGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCEIN MATTERS RELATING TO INVESTMENTS AND WHO FALL WITHIN ARTICLE 19(1) OF THEFINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE"ORDER") OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) to (D) ("HIGH NET WORTHCOMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAYOTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TOAS "RELEVANT PERSONS"). THE ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS ANDCONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARENOT RELEVANT PERSONS. PERSONS DISTRIBUTING THE ANNOUNCEMENT AND THIS APPENDIXMUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT ORINVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUTHEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLYWITH RELEVANT PERSONS. THE ANNOUNCEMENT AND THIS APPENDIX DOES NOT CONSTITUTE ANOFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN AVIVA PLC. THE NEW ORDINARYSHARES THAT ARE THE SUBJECT OF THE PLACING (THE "NEW ORDINARY SHARES") REFERREDTO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACTOF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY APPLICABLE STATESECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPTPURSUANT TO AN EXEMPTION FROM, OR AS A PART OF A TRANSACTION NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANYAPPLICABLE STATE ABSENT REGISTRATION. This announcement is only addressed to and directed at persons in member statesof the European Economic Area who are 'qualified investors' within the meaningof Article 2(1)(e) of the Prospectus Directive. 1.2 Placees choosing to participate in the Placing by communicating abid for New Ordinary Shares will be deemed to have read and understood thisAppendix in its entirety and to be making such offer on the terms andconditions, and to be providing the representations, warranties andacknowledgements and undertakings, contained in this Appendix. In particulareach Placee represents, warrants and acknowledges that: 1.2.1 it is a qualified investor (as defined in section 86(7) of theFinancial Services and Markets Act 2000 ('FSMA')) and undertakes that it willacquire, hold, manage or dispose of any New Ordinary Shares that are allocatedto it for the purpose of its business; 1.2.2 in the case of any shares acquired by a financial intermediaryas that term is used in Article 3(2) of the Prospectus Directive, such financialintermediary will also be deemed to have represented, acknowledged and agreedthat the shares acquired by it in the Placing have not been acquired on anon-discretionary basis on behalf of, nor have they have been acquired with aview to their offer or resale to, persons in circumstances which may give riseto an offer of shares to the public other than their offer or resale in arelevant member state to qualified investors as so defined or in circumstancesin which the prior consent of the Managers has been obtained to each suchproposed offer or resale; and 1.2.3 it is outside the United States or is a QIB. 1.3 The New Ordinary Shares referred to in this announcement have notbeen and will not be registered under the Securities Act and may not be offered,sold or transferred within the United States (including its territories andpossessions), except pursuant to a registration or an exemption. Any offering tobe made in the United States will be made to a limited number of QIBs in atransaction not involving any "public offering" (within the meaning of Section 4(2) of the Securities Act). The New Ordinary Shares are being offered and soldoutside the United States in reliance on Regulation S. 1.4 The New Ordinary Shares have not been approved or disapproved bythe US Securities and Exchange Commission, any state securities commission inthe United States or any other United States regulatory authority, nor have theforegoing authorities passed upon or endorsed the merits of this offering or theaccuracy or adequacy of the offering materials. Any representation to thecontrary is unlawful. 1.5 The distribution of this announcement and the Placing and/orissue of Ordinary Shares in certain jurisdictions may be restricted by law. Noaction has been taken by the Company or the Managers that would permit an offerof such Ordinary Shares or possession or distribution of this announcement orany other offering or publicity material relating to such Ordinary Shares in anyjurisdiction where action for that purpose is required. Persons into whosepossession this announcement comes are required to inform themselves about andto observe any such restrictions. 1.6 This announcement does not and these materials, including theseterms and conditions, do not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for ordinary shares in the capitalof the Company in any jurisdiction including the United Kingdom, the UnitedStates, Canada, Australia, Japan or in any jurisdiction in which such offer orsolicitation is unlawful and the information contained herein is not forpublication or distribution, directly or indirectly, to persons in the UnitedStates, Canada, Australia, Japan or any jurisdiction in which such publicationor distribution is unlawful. 2. Details of the Placing Agreement and the New Ordinary Shares 2.1 Each of the Managers has entered into the Placing Agreement withthe Company under which each of the Managers has, on the terms and subject tothe conditions referred to in the Placing Agreement, agreed severally (and notjointly or jointly and severally) as agent for and on behalf of the Company touse reasonable endeavours to seek to arrange Placees for the New Ordinary Sharesat the Placing Price and, failing which, JPMSL, Hoare Govett and Morgan Stanleyshall themselves acquire such New Ordinary Shares. 2.2 The New Ordinary Shares will, when issued, be credited as fullypaid and will rank pari passu in all respects with the existing issued OrdinaryShares including the right to receive all dividends and distributions declared,made or paid in respect of such Ordinary Shares after the date of issue of theNew Ordinary Shares including, for the avoidance of doubt, the right to receiveany interim dividend declared at the time of the Company's 2006 interim results,expected to be announced on 9 August 2006. 3. Application for listing and admission to trading Application will be made to the UKLA and to the London Stock Exchange forAdmission. It is expected that dealings in the New Ordinary Shares will commenceon 18 July 2006. 4. Bookbuilding Commencing today the Managers will be conducting the Bookbuilding. This Appendixgives details of the terms and conditions of, and the mechanics of participationin, the Bookbuilding. No commissions will be paid to Placees or by Placees inrespect of any New Ordinary Shares. 5. How to participate in the Bookbuilding 5.1 Persons who are eligible to and wish to participate in thePlacing should communicate their bids by telephone to their usual sales contactat the Managers. Successful Placees will have their allocations confirmed tothem orally following the close of the Bookbuilding, and a conditional contractnote will be dispatched as soon as possible thereafter. The relevant Manager'soral confirmation to a Placee, following completion of the Bookbuilding, willconstitute a legally binding commitment upon that Placee to acquire the numberof New Ordinary Shares allocated to it on the terms and conditions set out inthis Appendix and in accordance with the Company's memorandum and articles ofassociation. 5.2 A further announcement will be made following the close of theBookbuilding confirming the completion of the Placing. 6. Principal terms of the Bookbuilding Process 6.1 The Managers are procuring Placees as agent of the Company. 6.2 The Managers and their affiliates are entitled to enter bids asprincipal in the Bookbuilding. 6.3 To enter a bid into the Bookbuilding, persons should communicatetheir bids by telephone to their usual sales contact at the Managers. Any bidshould state the number of New Ordinary Shares which the Placee wishes toacquire at the Placing Price. 6.4 The acceptance of bids shall be at the Managers' absolutediscretion. 6.5 The Bookbuilding is expected to close no later than 4.30 p.m.(London time) on 13 July 2006, but may be closed earlier at the sole discretionof the Managers. The Managers may, at their sole discretion, accept bids thatare received after the Bookbuilding has closed. 6.6 A bid in the Bookbuilding will be made on the terms andconditions in this Appendix. The Managers' oral confirmation of a Placee'sallocation will constitute a legally binding commitment upon that Placee bywhich, or on behalf of which, any bid was made and a bid shall not be capable ofvariation or revocation after the close of the Bookbuilding. 7. Conditions of the Placing The Placing is conditional on the Placing Agreement becoming unconditional andnot having been terminated in accordance with its terms. Each Manager's obligations under the Placing Agreement are conditional on, interalia: 7.1 the Company providing the Managers with a signed closingcertificate from an authorised representative of the Company confirming interalia that none of the representations, warranties or undertakings given by theCompany have been breached; 7.2 the Company complying with its obligations under the PlacingAgreement; and 7.3 Admission occurring and becoming effective by no later than 8.00 a.m. on18 July 2006 (or such other time and/or date as the Company and the Managers mayagree). 7.4 The Managers may, acting jointly at their absolute discretion and upon suchterms as they jointly think fit, waive the satisfaction of any of the conditionsin the Placing Agreement (in whole or in part) or extend the time and/or datefor fulfilment of any such condition. Any such waiver or extension will notaffect Placees' commitments. The Managers shall not have any liability to anyPlacee (or to any other person whether acting on behalf of a Placee orotherwise) in respect of any decision they may make as to whether or not towaive or to extend the time and/or date for the satisfaction of any condition inthe Placing Agreement. If the conditions above are not satisfied or waived in accordance with thePlacing Agreement within the relevant time periods (or such later time and/ordate as the Company and the Managers may agree), the Placing will lapse and thePlacees' rights and obligations shall cease and determine at such time and eachPlacee agrees that no claim can be made by it in respect thereof. 8. Right to terminate under the Placing Agreement The Managers may in their absolute discretion by notice in writing to theCompany, at any time up to and including Admission, terminate their obligationsunder the Placing Agreement if (and in summary) the Managers are of the opinionthat a "force majeure" event as specified in the Placing Agreement has occurredwhich would in the opinion of the Banks be likely to prejudice the success ofthe Placing. By participating in the Bookbuilding each Placee agrees with each of theManagers that the exercise by the Managers of any right or termination or otherdiscretion under the Placing Agreement shall be within the absolute discretionof the Managers and that the Managers need make no reference to any Placee andshall have no liability to any Placee whatsoever in connection with any suchexercise. 9. No Prospectus No prospectus has been or will be submitted to be approved by the UKLA inrelation to the New Ordinary Shares and Placees' commitments will be made solelyon the basis of the information contained in this announcement. Each Placee, byaccepting a participation in the Placing, agrees that the content of thisannouncement is exclusively the responsibility of the Company and confirms thatit has neither received nor relied on any other information, representation,warranty, or statement made by or on behalf of the Managers or the Company orany other person and neither of the Managers nor the Company nor any otherperson will be liable for any Placee's decision to participate in the Placingbased on any other information, representation, warranty or statement which thePlacees may have obtained or received. Each Placee acknowledges and agrees thatit has relied on its own investigation of the business, financial or otherposition of the Company in participating in the Placing and with respect to theNew Ordinary Shares. Each Placee resident in the United States (a "US Placee")further acknowledges and agrees that it has consulted with its own independentadvisors or otherwise has satisfied itself concerning, without limitation,relevant legal, currency and other economic considerations and the effects ofthe United States federal, state and local income tax laws and foreign tax laws,generally, the US Investment Company Act of 1940, as amended, and the SecuritiesAct, specifically. Nothing in this paragraph shall exclude the liability of anyperson for fraudulent misrepresentation. 10. Registration and Settlement 10.1 Settlement of transactions in the New Ordinary Shares followingAdmission will take place within the CREST system, subject to certainexceptions. The Managers and the Company reserve the right to require settlementfor and delivery of the New Ordinary Shares to Placees in such other means thatthey deems necessary if delivery or settlement is not practicable within theCREST system within the timetable set out in this announcement or would not beconsistent with the regulatory requirements in the Placee's jurisdiction. 10.2 Each Placee allocated New Ordinary Shares in the Bookbuilding willbe sent a conditional contract note which will state the number of New OrdinaryShares to be acquired by such Placee, the Placing Price and the aggregate amountowed by that Placee to the relevant Manager. 10.3 Settlement will be on a T+3 basis. 10.4 Interest is chargeable daily on payments to the extent that valueis received after the due date at the rate of 5 percentage points aboveprevailing LIBOR as determined by the Managers. 10.5 If any Placee does not comply with these obligations in full, therelevant Manager is authorised to sell that Placee's New Ordinary Shares on itsbehalf and retain from the proceeds, for its own account and benefit, an amountequal to the Placing Price plus any interest due and each Placee, bycommunicating a bid for New Ordinary Shares, confers on the relevant Managersall such authorities and powers necessary to carry out any such sale and agreesto ratify and confirm all actions which the relevant Managers lawfully takes inpursuance of such sale. Placees allocated New Ordinary Shares will, however,remain liable for any shortfall below the Placing Price and may be required tobear any stamp duty or stamp duty reserve tax (together with any interest orpenalties) which may arise upon any transaction in the New Ordinary Shares ontheir behalf. 10.6 If New Ordinary Shares are to be delivered to a custodian orsettlement agent, Placees must ensure that the conditional contract note iscopied and delivered immediately to the relevant person within thatorganisation. 10.7 Insofar as New Ordinary Shares are registered in a Placee's name orthat of its nominee or in the name of any person for whom the Placee iscontracting as agent or that of a nominee for such person, such New OrdinaryShares should, subject as provided below (and, in particular, subject toparagraph 11.5 below), be so registered free from any liability to UK stamp dutyor stamp duty reserve tax. Placees will not be entitled to receive any fee orcommission in connection with the Placing. 11. Representations and Warranties By communicating a bid for New Ordinary Shares, each Placee (and any personacting on its behalf): 11.1 represents and warrants that (i) if it is outside the UnitedStates, that it has read this announcement (including this appendix) in itsentirety or (ii) if it is within the United States that it has read thisAppendix and the investor letter; 11.2 represents and warrants that the only information upon which it hasrelied on in communicating a bid for New Ordinary Shares is (i) if it is outsidethe United States, that contained in this announcement or (ii) if it is withinthe United States, the information contained in this Appendix and the investorletter and, in each case, confirms that it has neither received nor relied onany other information, representation, warranty or statement made by or onbehalf of the Company or the Managers and acknowledges that neither the Managersnor the Company will be liable for its decision to communicate a bid for NewOrdinary Shares based on any other information, representation, warranty orstatement; 11.3 represents and warrants that it has relied exclusively on its owninvestigation of the business, financial or other position of the Company incommunicating a bid for New Ordinary Shares; 11.4 represents and warrants that if it has received any confidentialprice sensitive information about the Company in advance of the Placing, it hasnot (a) dealt in the securities of the Company; (b) encouraged or requiredanother person to deal in the securities of the Company; or (c) disclosed suchinformation to any person, prior to the information being made generallyavailable; 11.5 represents and warrants that the allocation, allotment or issue anddelivery to it, or the person specified by it for registration as holder, of NewOrdinary Shares will not give rise to a liability under any of sections 67, 70,93 or 96 of the Finance Act 1986 (depositary receipts and clearance services)and that it is not participating in the Placing as nominee or agent for anyperson or persons to whom the allocation, allotment, issue or delivery of NewOrdinary Shares would give rise to such a liability; 11.6 if it is in the UK, represents and warrants that it has compliedwith its obligations in connection with money laundering and terrorist financingunder the Proceeds of Crime Act 2002, the Terrorism Act 2000, the CriminalJustice Act 1993, the Regulations and, if it is making payment on behalf of athird party, that satisfactory evidence has been obtained and recorded by it toverify the identity of the third party as required by the Regulations; 11.7 represents and warrants that it and any person acting on its behalffalls within section 86(7) of the Financial Services and Markets Act 2000, beinga Qualified Investor, and is otherwise a Relevant Person and undertakes that itwill acquire, hold, manage or dispose of any New Ordinary Shares that areallocated to it only for the purposes of its business; 11.8 represents and warrants that, if it is a financial intermediary, asthat term is used in Article 3(2) of the EU Prospectus Directive, the NewOrdinary Shares subscribed for and/or purchased by it in the Placing have notbeen acquired on a non-discretionary basis on behalf of, nor have they beenacquired with a view to their offer or resale to, persons in circumstances whichmay give rise to an offer of shares to the public, other than their offer orresale in a member state of the European Economic Area which has implemented theProspectus Directive, to Qualified Investors, or in circumstances in which theprior consent of the Managers has been obtained to each such proposed offer orresale; 11.9 represents and warrants that it has not offered or sold and, priorto the expiry of a period of six months from the commencement of trading of theNew Ordinary Shares, will not offer or sell any New Ordinary Shares to personsin the United Kingdom except to qualified investors (as defined in section 86(7)of FSMA) or otherwise in circumstances which have not resulted and which willnot result in an offer of transferable securities to the public in the UnitedKingdom within the meaning of section 85(1) of FSMA; 11.10 represents and warrants that it has only communicated or caused to becommunicated and will only communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning ofsection 21 of FSMA) relating to the New Ordinary Shares in circumstances inwhich section 21(1) of FSMA does not require approval of the communication by anauthorised person; 11.11 represents and warrants that it has complied and will comply with allapplicable provisions of FSMA with respect to anything done by it in relation tothe New Ordinary Shares in, from or otherwise involving the United Kingdom; 11.12 represents and warrants that it has all necessary capacity and hasobtained all necessary consents and authorities to enable it to commit to thisparticipation and to perform its obligations in relation thereto (including,without limitation, in the case of any person on whose behalf it is acting, allnecessary consents and authorities to agree to the terms set out or referred toin this announcement); 11.13 undertakes that it will pay to the Managers any amounts due from it inaccordance with this announcement on the due time and date set out herein,failing which the relevant New Ordinary Shares may be sold to other persons atsuch price as the relevant Manager determines, and that it will remain liablefor any shortfall between the proceeds of such sale and the aggregate placingprice of such New Ordinary Shares; 11.14 acknowledges that participation in the Placing is on the basis that,for the purposes of the Placing, it is not and will not be a client of therelevant Manager and that the relevant Manager has no duties or responsibilitiesto it for providing the protections afforded to its clients or for providingadvice in relation to the Placing nor in respect of any representations,warranties, undertakings or indemnities contained in the Placing Agreement; 11.15 undertakes that the person who it specifies for registration as holderof the New Ordinary Shares will be (i) the Placee or (ii) a nominee of thePlacee, as the case may be. Neither the Managers nor the Company will beresponsible for any liability to stamp duty or stamp duty reserve tax resultingfrom a failure to observe this requirement. Each Placee and any person acting onbehalf of the Placee agrees to subscribe on the basis that the New OrdinaryShares will be allotted to the CREST stock account of Cazenove Nominees Limitedwho will hold them as nominee on behalf of the Placee until settlement inaccordance with its standing settlement instructions; 11.16 acknowledges that the content of this Announcement is exclusively theresponsibility of the Company and that the Managers shall have no liability forany information, representation or statement contained in this Announcement; 11.17 represents and warrants that it and any person acting on it behalf isentitled to acquire New Ordinary Shares under the laws of all relevantjurisdictions which apply to it and that it has fully observed such laws andobtained all such governmental and other guarantees and other consents which maybe required thereunder and complied with all necessary formalities; 11.18 represents and warrants that the New Ordinary Shares are not beingacquired in connection with arrangements to issue depositary receipts or totransfer the New Ordinary Shares into a clearance service; 11.19 acknowledges that the New Ordinary Shares have not been and will notbe registered under the Securities Act, or under the securities laws of anystate of the United States, and are being offered and sold on behalf of theCompany only (i) in the United States to QIBs in a transaction not involving any"public offering" (within the meaning of Section 4(2) of the Securities Act) or(ii) outside the United States in accordance with Rule 903 of Regulation S; 11.20 acknowledges that the New Ordinary Shares have not been approved ordisapproved by the US Securities and Exchange Commission, any state securitiescommission in the United States or any other United States regulatory authority; 11.21 represents and warrants that it either (i) is not in the United States(within the meaning of Regulation S) and is subscribing for the shares in anoffshore transaction in accordance with Regulation S or (ii) is a QIB who hasexecuted an investor letter in the form provided; 11.22 represents and warrants that it will not reoffer, resell, pledge orotherwise transfer the New Ordinary Shares except (i) in an offshore transactionpursuant to Regulation S; (ii) in the United States to QIBs pursuant to Rule144A of the Securities Act; or (iii) pursuant to Rule 144 under the SecuritiesAct (if available), and that, in each case, such offer, sale, pledge or transferwill be made in accordance with any applicable securities law of any state ofthe United States; 11.23 represents and warrants that so long as the New Ordinary Shares are"restricted securities" within the meaning of Rule 144(a)(3) under theSecurities Act, it will not deposit the New Ordinary Shares into any depositaryreceipt facility maintained by any depositary bank in respect of the Company'sordinary shares; 11.24 acknowledges that the New Ordinary Shares have not been and will notbe registered under the securities legislation of Australia, Canada or Japanand, subject to certain exceptions, may not be offered, sold, taken up,renounced or delivered or transferred, directly or indirectly, within Australia,Canada or Japan; 11.25 represents and warrants that it is not, or at the time the NewOrdinary Shares are subscribed and purchased, will not be subscribing on behalfof a resident of Australia, Canada or Japan; and 11.26 acknowledges that any agreements entered into by it pursuant to theseterms and conditions shall be governed by and construed in accordance with thelaws of England and it submits (on behalf of itself and on behalf of any Placeeon whose behalf it is acting) to the exclusive jurisdiction of the Englishcourts as regards any claim, dispute or matter arising out of any such contract,provided that enforcement proceedings in respect of the obligation to makepayment for the New Ordinary Shares (together with any interest payable thereon)may be taken by the Managers or the Company in any jurisdiction in which thePlacee is incorporated or in which any of its securities have a quotation on aregistered stock exchange. Nothing in paragraphs 11.2 to 11.4 shall exclude the liability of any person forfraudulent misrepresentation. The Company and the Managers will rely upon the truth and accuracy of theforegoing representations, warranties and acknowledgements. No UK stamp duty or stamp duty reserve tax should be payable to the extent thatthe New Ordinary Shares are issued into CREST to, or to the nominee of, a Placeewho holds those shares beneficially (and not as agent or nominee for any otherperson) within the CREST system and registered in the name of such Placee orsuch Placee's nominee provided that the New Ordinary Shares are not issued to aperson whose business is or includes issuing depositary receipts or theprovision of clearance services or to an agent or nominee for any such person.Any arrangements to issue or transfer the New Ordinary Shares into a depositaryreceipts system or a clearance service or to hold the New Ordinary Shares asagent or nominee of a person to whom a depositary receipt may be issued or whowill hold the New Ordinary Shares in a clearance service, or any arrangementssubsequently to transfer the New Ordinary Shares, may give rise to UK stamp dutyand/or stamp duty reserve tax, for which neither the Company nor the Managerswill be responsible and the Placee to whom (or on behalf of whom, or in respectof the person for whom it is participating in the Placing as agent or nominee)the allocation, allotment, issue or delivery of New Ordinary Shares has givenrise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UKstamp duty or stamp duty reserve tax forthwith and to indemnify on an after-Taxbasis and to hold harmless the Company and the Managers in the event that any ofthe Company and/or any of the Mangers has incurred any such liability to UKstamp duty or stamp duty reserve tax. In addition, Placees should note that they will be liable to pay any capitalduty, stamp duty and all other stamp, issue, securities, transfer, registration,documentary or other duties or taxes (including any interest fines or penaltiesrelating thereto) payable outside the UK or Jersey by them or any other personon the subscription by them for any New Ordinary Shares or the agreement by themto subscribe for any New Ordinary Shares. All times and dates in this announcement may be subject to amendment. TheManagers shall notify the Placees and any person acting on behalf of the Placeesof any changes. JPMSL, which is regulated by the Financial Services Authority, is acting for theCompany in connection with the Placing and no one else and will not beresponsible to anyone other than the Company for providing the protectionsafforded to the clients of JPMSL, nor for providing advice in relation to thePlacing. JPMC, which is regulated by the Financial Services Authority, is acting for theCompany in connection with the Placing and no one else and will not beresponsible to anyone other than the Company for providing the protectionsafforded to the clients of JPMC nor for providing advice in relation to thePlacing. Hoare Govett, which is regulated by the Financial Services Authority, is actingfor the Company in connection with the Placing and no one else and will not beresponsible to anyone other than the Company for providing the protectionsafforded to the clients of Hoare Govett nor for providing advice in relation tothe Placing. Morgan Stanley, which is regulated by the Financial Services Authority, isacting for the Company in connection with the Placing and no one else and willnot be responsible to anyone other than the Company for providing theprotections afforded to the clients of Morgan Stanley nor for providing advicein relation to the Placing. DEFINITIONS The following definitions apply throughout this announcement unless the contextrequires otherwise: Acquisition Announcement the announcement made today setting out the proposed acquisition of AmerUs Group Co. by Aviva; Admission admission of the New Ordinary Shares to the Official List and to trading on the London Stock Exchange's market for listed securities; Aviva Aviva plc; Bookbuilding the bookbuilding process by the Managers to arrange the Placing of the New Ordinary Shares at the Placing Price; Closing Price the closing middle-market quotation of an ordinary share as derived from the London Stock Exchange Daily Official List; Company Aviva; CREST the relevant system (as defined in the Uncertificated Securities Regulations 2001 (S1 2001/No.3755); FSMA the Financial Services and Markets Act 2000; Hoare Govett Hoare Govett Limited; JPMC JPMorgan Cazenove Limited ; JPMSL JPMorgan Securities Ltd.; London Stock Exchange London Stock Exchange plc; Managers JPMC, Hoare Govett and Morgan Stanley; Morgan Stanley Morgan Stanley & Co. International Limited; New Ordinary Shares the 129 million new Ordinary Shares proposed to be issued pursuant to the Placing; Official List the Official List maintained by the UKLA; Ordinary Shares ordinary shares of 25 pence each in the share capital of the Company; Placees a person (including such individuals, funds or others as the Managers may direct) by whom or on whose behalf a bid for New Ordinary Shares has been communicated; Placing the placing of the New Ordinary Shares with Placees on the terms and conditions set out in this announcement; Placing Agreement the placing agreement dated 13 July 2006 and entered into between the Managers, JPMSL and the Company; Placing Price 700 pence per New Ordinary Share; Prospectus Directive EU Prospectus Directive (Directive 2003/71/EC); QIB Qualified Institutional Buyer within the meaning of Rule 144A under the Securities Act; Qualified Investor "qualified investor" within the meaning of Article (2)(1)(e) of the Prospectus Directive; Regulations the Money Laundering Regulations 2003; Regulation S Regulation S under the Securities Act; Securities Act the United States Securities Act of 1933 (as amended); and UKLA UK Listing Authority. - ends - This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Aviva