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Aviva PLC

Prospectus Apr 29, 2020

4708_rns_2020-04-29_cc3a61e2-e0ce-49b1-af24-565ed909cbe7.pdf

Prospectus

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Final Terms dated 9 November 2018

Aviva plc

(LEI: YF0Y5B0IB8SM0ZFG9G81)

Issue of €750,000,000 1.875 per cent. Fixed Rate Dated Senior Notes due November 2027

under the £7.000.000.000 Euro Note Programme

PART A-CONTRACTUAL TERMS FOR SENIOR NOTES

MIFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES

ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the "IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/7//EC (as amended or superseded, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIPs Regulation.

Terms used herein shall be deemed to be defined as such for the Terms and Conditions of the Senior Notes (the "Conditions") set forth in the Prospectus dated 16 July 2018 and the supplemental Prospectus dated 12 September 2018 which together constitute a base prospectus for the Prospectus Directive (and amendments thereto, including Directive 2010/73/EU). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus as so supplemented. The Prospectus and the supplemental Prospectus are available for viewing at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

1 Issuer: Aviva plc
2 (1) Series Number: 16
(ii) Tranche Number:
3 Specified Currency or Currencies: Euro ("€")
Aggregate Nominal Amount of Notes admitted to €750,000,000
trading:
(1) Series: €750,000,000
(ii) Tranche: €750,000,000
5 Issue Price: 99.346 per cent. of the Aggregate Nominal Amount
6 (1) Specified Denominations: €100.000 and integral multiples of €1,000 in excess thereof
up to and including €199,000. No Notes in definitive form
will be issued with a denomination above €199,000.
(ii) Calculation Amount (Definitive Notes
only):
€1.000

554827902

(i) Issue Date: 13 November 2018
(11) Interest Commencement Date: Issue Date
8 Maturity Date: 13 November 2027
0 Interest Basis: 1.875 per cent. Fixed Rate
10 Change of Interest Basis Not Applicable
11 Redemption Basis Redemption at par
12 Put/Call Options: Not Applicable
13 (i) Status of the Notes: Senior
(11) Date Board approval for issuance of
Notes obtained:
Board: 17 September 2018
Board Committee: 25 September 2018
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions: Applicable
14 Fixed Rate Note Provisions: Applicable
(i) Rate of Interest: 1.875 per cent. per annum payable annually in arrear
(11) Interest Payment Date(s): 13 November in each year, commencing on 13 November
2019
(111) Fixed Coupon Amount: €18.75 per Calculation Amount
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: Actual/Actual - ICMA
(VI) Determination Dates: Not Applicable
(vii) Business Day Convention: Following Business Day Convention
ાર્ટ Floating Rate Note Provisions: Not Applicable
16 Zero Coupon Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION
17 Call Option: Not Applicable
18 Put Option: Not Applicable
19 Early Redemption Amount
Early Redemption Amount(s) per Calculation
Amount payable on redemption for taxation reasons
or on event of default or other early redemption:
€1,000 per Calculation Amount
20 Final Redemption Amount of each Note: € 1.000 ner Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

21 Form of Notes: Bearer Notes:
Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive Notes in
the limited circumstances specified in the Permanent Global
Note
22 New Global Note (Bearer Notes): Yes
23 Global Certificates (Registered Notes): No
24 New Safekeeping Structure (Registered Notes): No
25 Additional Financial Centre(s) or other special London
provisions relating to Payment Dates:
26 Talons for future Coupons to be attached to No
Definitive Notes (and dates on which such Talons
mature):

DISTRIBUTION

  • 27 U.S. selling restrictions:
  • 28 Additional selling restrictions:
  • 29 Stabilising Manager(s)
  • 30 Prohibition of Sales to EEA Retail Investors:

Reg. S, Compliance Category 2; TEFRA D Not Applicable Lloyds Bank Corporate Markets plc Applicable

Signed on behalf of the Issuer:

Duly authorised

By:

SUSAN SKARBOR YATES

PART B - OTHER INFORMATION

1 LISTING

2

Listing: London
(1) Admission to trading: Application has been made for the Notes to be
admitted to trading on the London Stock Exchange
with effect from 13 November 2018.
(ii) Estimate of total expenses related to
admission to trading:
£4.560
RATINGS
Ratings: The Notes to be issued have been rated:
Moody's: A2
Fitch: A

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 3 -

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

5 Fixed Rate Notes only - YIELD

Indication of yield:

1.955 per cent. per annum.

XS1908273219 190827321

Not Applicable

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

OPERATIONAL INFORMATION 6

ISIN Code:

Common Code:

Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):

Intended to be held in a manner which would allow Eurosystem eligibility:

Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognized as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

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