NOTE: RESTRICTIONS APPLY TO THE RELEASE, PUBLICATION OR DISTRIBUTION OF THE AVIVA PLC TENDER OFFER MEMORANDUM AND THE GENERAL ACCIDENT PLC TENDER OFFER MEMORANDUM (“THE TENDER OFFER MEMORANDUMS”) INTO SEVERAL JURISDICTIONS, INCLUDING THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THESE DOCUMENTS.
A U.S. Person, as defined in Regulation S of the United States Securities Act of 1933 (the “Securities Act”), includes (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if: organized or incorporated under the laws of any foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts.)
United States
The Tender Offers are not being made, and will not be made to (or for the account or benefit of) U.S. persons (as defined in Regulation S under the Securities Act) or directly or indirectly in or into, or by use of the mails of, or exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Preference Shares (as defined in the relevant Tender Offer Memorandum) may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by U.S. persons or by persons located or resident in the United States as defined in Regulation S of the Securities Act. Accordingly, copies of the Tender Offer Memorandums and any other documents or materials relating to the Tender Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to U.S. persons. Any purported tender of Preference Shares in the Tender Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Preference Shares made by a U.S. person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal that is a U.S. person or that is giving instructions from within the United States will be invalid and will not be accepted.
The Tender Offer Memorandums are not an offer of securities for sale in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The Preference Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.
Each Preference Shareholder participating in the Tender Offers will represent that it is not a U.S. Person, is not located in the United States and is not participating in the Tender Offers from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not a U. S. Person and is not giving an order to participate in the Tender Offers from the United States. For the purposes of this and the above paragraphs, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
United Kingdom
The communication of the Tender Offer Memorandums and any other documents or materials relating to the Tender Offers are not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), or persons who are within Article 43 of the Financial Promotion or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
The Tender Offers are not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended). The Tender Offer Memorandums and any other document or material relating to the Tender Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
Germany
The Tender Offers are only addressed to and is only directed at qualified investors in Germany within the meaning of the Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”).
Ireland
The Tender Offers are not being made, directly or indirectly, to the public in Ireland and no offers or sales of any securities under or in connection with such Tender Offers may be effected to persons in Ireland except in conformity with the provisions of Irish laws and regulations including: (i) the Companies Act 2014 (as amended) (the “Companies Act”); (ii) the Irish Central Bank Acts 1942 to 2018 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended); (iii) Regulation (EU) 2017/1129, the European Union (Prospectus) Regulations 2019 and any rules and guidelines issued under Section 1363 of the Companies Act by the Central Bank of Ireland (the “Central Bank”); (iv) the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) and any codes or rules of conduct applicable thereunder, Regulation (EU) No 600/2014 (as amended) and any delegated or implementing acts adopted thereunder and the provisions of the Investor Compensation Act 1998 (as amended); and (v) the Market Abuse Regulation (EU 596/2014) (as amended), the European Union (Market Abuse) Regulations 2016 (as amended) and any rules and guidelines issued under Section 1370 of the Companies Act 2014 (as amended) by the Central Bank (the “Applicable Irish Laws”). The Tender Offer Memorandums and any other documents or materials relating to the Tender Offers must not be distributed to persons in Ireland otherwise than in conformity with the provisions of the Applicable Irish Laws.
Spain
Neither the Tender Offers nor the Tender Offer Memorandums constitutes an offer of securities or the solicitation of an offer of securities in Spain which require the approval and the publication of a prospectus under Regulation (EU) 2017/1129, Spanish Law 6/2023, of 17 March, on the Securities Markets and the Investment Services (Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión), as amended from time to time, and its ancillary and related regulations. Accordingly, the Tender Offer Memorandums have not been and will not be submitted for approval nor approved by the Spanish Securities Market Regulator (Comisión Nacional del Mercado de Valores, the “CNMV”).
Portugal
Neither the Tender Offer Memorandums nor any other documents or materials relating to the Tender Offers have been submitted to or will be submitted for approval or have been approved by Comissão do Mercado de Valores Mobiliários, the Portuguese Securities Market Commission. In connection with the Tender Offers, (i) no action has directly or indirectly been taken and no offer, advertisement, marketing, invitation to sell or buy any Preference Shares has been made and no action will directly or indirectly be taken and no offer, advertisement, marketing, invitation to sell or buy any Preference Shares will be made; and (ii) the Tender Offer Memorandums and any other offering material relating to the Preference Shares in Portugal have not been distributed, made available or caused to be distributed and will not be distributed, made available or cause to be distributed in Portugal, in circumstances which could qualify, in case of each of (i) and (ii), as a public offer in Portugal. The Tender Offer Memorandums and any other documents or materials relating to the Tender Offers are only available in Portugal, and are addressed exclusively, to professional investors, as defined in article 30 of the Portuguese Securities Code (Código dos Valores Mobiliários) enacted by Decree-Law no. 486/99 of 13 November 1999 (as amended and restated from time to time).
Australia
Neither the Tender Offer Memorandums nor any other disclosure documents (as defined in the Corporations Act 2001 (Cth) (“Corporations Act”)) in relation to the Tender Offers have been or will be lodged with the Australian Securities and Investments Commission (“ASIC”) or any other regulatory authority in Australia and the Tender Offer Memorandums does not comply with Division 5A of Part 7.9 of the Corporations Act.
No offers or applications will be made or invited for the purchase of any or all Preference Shares in Australia (including an offer or invitation which is received by a person in Australia).
The Tender Offer Memorandums and any other offering material or advertisement relating to any or all Preference Shares will not be distributed or published in Australia, unless: (i) such action complies with all applicable laws, directives and regulations (including, without limitation, the licensing requirements set out in Chapter 7 of the Corporations Act); (ii) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia; and (iii) the offer or invitation is made in circumstances specified in Corporations Regulation 7.9.97.
If you are a resident of Australia, you have been sent the Tender Offer Memorandums on the basis that you are a wholesale client for the purposes of Section 761G of the Corporations Act or otherwise a person to whom disclosure is not required under Part 6D.2 or Chapter 7 of the Corporations Act.
General
The Tender Offer Memorandums do not constitute an offer to buy or the solicitation of an offer to sell Preference Shares (and tenders of Preference Shares in the Tender Offers will not be accepted from Preference Shareholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
In addition to the representations referred to above in respect of the United States, the United Kingdom, France, Germany, Ireland, Spain, Portugal and Australia each Preference Shareholder participating in the Tender Offer will also give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the jurisdictions referred to above and generally as described in Annex 1 (Agreements, Acknowledgements, Representations, Warranties and Undertakings of Preference Shareholders) to the Tender Offer Memorandums.
Any tender of Preference Shares for purchase pursuant to the Tender Offers from a Preference Shareholder who is unable to make these representations will not be accepted. Each of the Issuer, the Offeror, the Dealer Managers, the Receiving Agent and the Retail Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Preference Shares for purchase pursuant to the Tender Offers, whether any such representation given by a Preference Shareholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.
The Tender Offer Memorandums contain certain forward-looking statements that reflect the Issuer's intent, beliefs or current expectations about the future and can be recognised by the use of words such as "expects," "will,", "anticipate," or words of similar meaning. These forward-looking statements are not guarantees of any future performance and are necessarily estimates reflecting the best judgment of the senior management of the Issuer and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements, which include, without limitation, the risk factors set forth in the Tender Offer Memorandums. The Issuer cannot guarantee that any forward-looking statement will be realised, although they believe they have been prudent in their respective plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. The Issuer undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances or to reflect the occurrence of unanticipated events, except as required by applicable law.
