TIDMAV.
RNS Number : 8311B
Aviva PLC
03 November 2009
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NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR
AUSTRALIA
3 November 2009
DELTA LLOYD IPO PRICED AT EUR16.00 PER SHARE
* Offer price values Delta Lloyd at EUR2.65 billion
* Total cash proceeds for Aviva of EUR1.12 billion*
* Largest completed IPO in Western Europe this year
Aviva plc ("Aviva") and Delta Lloyd N.V. ("Delta Lloyd") announce that the offer
price for the Initial Public Offering of Delta Lloyd (the "IPO") is EUR16.00 per
share, resulting in a market capitalisation for Delta Lloyd of EUR2.65 billion.
The IPO will raise total gross cash proceeds of approximately EUR1.12
billion* (GBP1.03 billion**) for Aviva, which will be retained by the group and
will provide Aviva with greater financial flexibility, including the option to
explore balance sheet restructuring and further growth opportunities. The IPO
will also enhance the value and liquidity of Aviva's retained stake in Delta
Lloyd.
The IPO was comfortably oversubscribed at the offer price, notwithstanding the
volatile market backdrop. Shares have been placed with a broad base of
institutional investors and Dutch retail shareholders. Delta Lloyd will begin
trading on Euronext Amsterdam today with the ticker 'DL'.
Andrew Moss, group chief executive of Aviva plc, said: "We're pleased with the
success of the IPO, which is a significant strategic milestone for Aviva and
Delta Lloyd. The size and offer price reflect the strong interest in Delta Lloyd
from a wide range of investors. The proceeds from this transaction will give
Aviva greater flexibility, including exploring further growth opportunities."
Aviva will retain approximately 57.2%* of the ordinary share capital and
53.0%* of the voting rights in Delta Lloyd.As the majority shareholder, Aviva
will continue to consolidate Delta Lloyd in its financial statements. As part
of the IPO, Aviva and Delta Lloyd have agreed a new corporate governance
framework consistent with Dutch market practice. Aviva will retain the right to
nominate two Delta Lloyd Supervisory Board members and will be required to
approve any transactions that would result in Aviva's voting rights being
diluted below 50%.
Goldman Sachs International and Morgan Stanley are joint global coordinators for
the IPO. Goldman Sachs International, Morgan Stanley, BofA Merrill Lynch,
J.P. Morgan and RBS Hoare Govett are joint bookrunners, and ABN AMRO Bank N.V.
and Rabo Securities are joint-lead managers for the IPO.
* Based on a total offering of 63.5 million shares, and including the
overallotment option (also referred to as a "greenshoe") which comprises up to
6.35 million of additional shares which members of the underwriting syndicate
may place to investors as part of the IPO.
** Based on an exchange rate of GBP0.92 / EUR1
This announcement does not constitute a prospectus or an offer or invitation to
purchase securities. Any offer to acquire securities pursuant to any proposed
offering will be made, and any potential investor should make his investment,
solely on the basis of information that is contained in the prospectus. Copies
of the prospectus can be obtained at no cost from Delta Lloyd or through the
website of Euronext Amsterdam N.V. (Dutch residents only)
This announcement is only addressed to, and directed at, persons in member
states of the European Economic Area, other than the Netherlands who are
"qualified investors" within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC) ("Qualified Investors"). In the United Kingdom,
this announcement is directed only at, Qualified Investors (i) who are persons
having professional experience in matters relating to investments who fall
within the definition of "investment professionals" in Article 19(5) of The
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) persons who are high net worth entities falling
within Article 49(2) of the Order, and other persons to whom it may lawfully be
communicated. Under no circumstances should persons of any other description
rely or act upon the contents of this announcement.
These materials are not an offer of securities for sale in the United States.
The securities to which these materials relate have not been registered under
the US Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States absent registration or an exemption from
registration under the Securities Act. There will be no public offering of the
securities in the United States.
The IPO and the distribution of this announcement and other information in
connection with the IPO in certain jurisdictions may be restricted by law and
persons into whose possession any document or other information referred to
herein comes should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. The price and value of the Delta Lloyd
shares may go up as well as down. Persons needing advice should contact a
professional adviser. Past performance cannot be relied upon as a guide to
future performance.
Stabilisation
In connection with the Offering, Morgan Stanley & Co. International plc as
Stabilisation Agent, or its agents, on behalf of the Underwriters, may, to the
extent permitted by applicable laws, over-allot or effect transactions with a
view to supporting the market price of the Ordinary Shares, or any options,
warrants or rights with respect to, or other interest in, the Ordinary Shares,
if any, or other securities of the Company. These activities may raise or
maintain the market price of the Ordinary Shares above independent market levels
or prevent or retard a decline in the market price of the Ordinary Shares. Such
transactions may be effected on Euronext Amsterdam, in the over-the-counter
markets or otherwise.
The Stabilisation Agent and its agents are not required to engage in any of
these activities and, as such, there is no assurance that these activities will
be undertaken. Such stabilisation, if commenced, may be discontinued at any time
and must be brought to an end within 30 days after the First Trading Date. Save
as required by law or regulation, the Stabilisation Agent does not intend to
disclose the extent of any stabilisation transactions under the Offering.
None of the Company, the Selling Shareholder or any of the Underwriters makes
any representation or prediction as to the direction or the magnitude of any
effect that the transactions described above may have on the price of the
Ordinary Shares. In addition, none of the Company, the Selling Shareholder or
any of the Underwriters makes any representation that the Stabilisation Agent
will engage in these transactions or that these transactions, once commenced,
will not be discontinued without notice.
The Underwriters may also sell or overallot Ordinary Shares in excess of the
Over-Allotment Option up to a maximum of 5% of the total number of Offer Shares,
creating a naked short position. The Underwriters must close out any naked short
position by purchasing Ordinary Shares in the open market.
- ends -
Enquiries:
Media
Sue Winston, head of group media relations +44 (0)20 7662 8221
Hayley Stimpson, external affairs director +44 (0)20 7662 7544
Andrew Reid, head of group media relations+44 (0)20 7662 3131
Conor McClafferty/Nick Woodruff, Finsbury +44 (0)20 7251 3801
Analysts
Charles Barrows, investor relations director+44 (0)20 7662 8115
Susie Yeoh, investor relations manager +44 (0)20 7662 2117
Notes to editors:
* Aviva is the world's fifth largest# insurance group, serving 50 million
customers across Europe, North America and Asia Pacific.
* Aviva's main business activities are long-term savings, fund management and
general insurance, with worldwide total sales of GBP51.4 billion and funds under
management of GBP381 billion at 31 December 2008.
* Aviva is the largest insurance services provider in the UK and one of the
leading providers of life and pension products in Europe.
* Delta Lloyd Group is a financial services provider offering life insurance,
general insurance, fund management and banking products and services. Delta
Lloyd Group's target markets are the Netherlands and Belgium. In the Netherlands
it mainly operates under the brand names of Delta Lloyd, OHRA and ABN AMRO
Insurance, in Belgium under the Delta Lloyd brand. The Delta Lloyd Group
executive team is led by Niek Hoek, CEO, and Peter Kok, CFO.
* As at 30 June 2009, Delta Lloyd contributed EUR2,698 million (GBP2,285 million) to
Aviva group MCEV net assets and EUR3,727 million (GBP3,156 million) to group IFRS
net assets. These amounts are stated net of minority interests and before
adjustment for the conversion of Aviva and Fonds NutsOhra subordinated debt into
new Delta Lloyd equity share capital (EUR206 million and EUR22 million
respectively).
* As at 30 June 2009, Delta Lloyd also contributed GBP53.8 billion to Aviva group
IFRS total assets.
* For the six months ended 30 June 2009, Delta Lloyd contributed GBP178 million to
Aviva group IFRS operating profit before tax and an IFRS net profit after tax of
GBP222 million. For the year ended 31 December 2008, Delta Lloyd contributed
GBP287 million to group IFRS operating profit before tax and an IFRS net loss
after tax of GBP178 million.
* As a term of the IPO, the litigation begun by Delta Lloyd against Aviva, in
relation to which an appeal is pending in the Amsterdam Court of Appeals, will
be discontinued.
* The Aviva media centre at www.aviva.com/media includes images, company and
product information and a news release archive.
#based on gross worldwide premiums at 31 December 2008
This information is provided by RNS
The company news service from the London Stock Exchange
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