Prospectus • Sep 23, 2021
Prospectus
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Incorporated in England with limited liability (Registered number 02468686)
£7,000,000,000
Euro Note Programme
________________________________
This Supplementary Prospectus (the "Supplementary Prospectus", which definition shall also include all information incorporated by reference herein) to the base prospectus dated 9 June 2021 (the "Prospectus", which definition includes the Prospectus as supplemented, amended or updated from time to time and includes all information incorporated by reference therein), constitutes a supplementary prospectus for the purposes of Article 23 of Regulation (EU) 2017/1129 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and is prepared in accordance with the £7,000,000,000 Euro Note Programme (the "Programme") established by Aviva plc (the "Issuer").
Terms defined in the Prospectus have the same meaning when used in this Supplementary Prospectus.
This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Prospectus issued by the Issuer and all documents which are incorporated herein or therein by reference.
This Supplementary Prospectus has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), which is the competent authority for the purposes of the UK Prospectus Regulation, as a supplementary prospectus to the Prospectus. The Prospectus constitutes a base prospectus in compliance with the UK Prospectus Regulation for the purpose of giving information with regard to the issue of Notes under the Programme.
The Issuer accepts responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Supplementary Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
The purpose of this Supplementary Prospectus is to:
Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in the Prospectus to which this Supplementary Prospectus relates.
On 12 August 2021, the Issuer published its unaudited interim half year report for the six months to 30 June 2021 (the "Half Year Report 2021"). By virtue of this Supplementary Prospectus, the Half Year Report 2021 is hereby incorporated in and forms part of this Supplementary Prospectus (and is thereby incorporated in and forms part of the Prospectus) except that the first eleven pages of the Half Year Report 2021 titled "News Release" shall not be deemed to be incorporated in, and shall not be deemed to form part of, the Supplementary Prospectus or the Prospectus.
Certain alternative performance measures ("APMs") are included or referred to in the Half Year Report 2021. APMs are non-GAAP measures, used by the Group within its financial publications to supplement disclosures prepared in accordance with other regulations such as IFRS and Solvency II. The Issuer considers that these measures provide useful information to enhance the understanding of financial performance. The APMs should be viewed as complementary to, rather than a substitute for, the figures determined according to other regulatory measures. APMs have been referenced using the "‡" in the Half Year Report 2021. An explanation of each such metric's components and calculation method can be found at pages 93 to 107 (incorporated by reference herein) of the Half Year Report 2021 for the half year ended 30 June 2021.
The no significant change statement of the Issuer at page 231 of the Prospectus is updated as set out below:
There has been no significant change in the financial performance or financial position of the Group since 30 June 2021, being the date to which the Issuer's last published interim financial information (as set out in the Half Year Report 2021) was prepared.
The sub-section of the Prospectus headed "Recent business developments" in "Description of the Group" on page 169 of the Prospectus shall be supplemented by the following updated information:
On 12 August 2021, the Issuer announced that, subject to regulatory and shareholder approvals, completion of the disposals referred to in the Half Year Report 2021 and market conditions, the Issuer intends to return at least £4 billion to shareholders by the end of the first half of 2022, further details of which will be provided in the Issuer's full year results in March 2022.
The sub-section of the Prospectus headed "Directors of the Issuer" under "Management of the Issuer" in "Description of the Group" on pages 169 and 170 of the Prospectus shall be supplemented by the following updated information:
Pippa Lambert, Non-Executive Director of Aviva plc, has been appointed as Chair of the Board Remuneration Committee effective from 14 September 2021.
Patricia Cross, Non-Executive Director of Aviva plc, has stepped down as Chair of the Remuneration Committee with effect from 14 September 2021 but will remain a member of the Committee.
Copies of all documents or information incorporated by reference in this Supplementary Prospectus and the Prospectus can be obtained from the Issuer as described in the Prospectus or are otherwise available for viewing free of charge on the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/marketnews/marketnews-homes.html.
To the extent that there is any inconsistency between (a) any statement in this Supplementary Prospectus or any statement incorporated by reference into the Prospectus by this Supplementary Prospectus, and (b) any other statement in or incorporated by reference in the Prospectus prior to the date of this Supplementary Prospectus, the statements in (a) above will prevail.
If documents which are incorporated by reference themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplementary Prospectus for the purposes of the UK Prospectus Regulation except where such information or other documents are specifically incorporated by reference to this Supplementary Prospectus or where this Supplementary Prospectus is specifically defined as including such information.
Save as disclosed in this Supplementary Prospectus and any supplement previously issued by the Issuer, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since publication of the Prospectus.
No person is authorised to give any information or to make any representation not contained in the Prospectus or this Supplementary Prospectus, and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer or the Dealers. The delivery of the Prospectus and/or this Supplementary Prospectus at any time does not imply that there has been no change in the affairs of the Issuer since the date hereof, or that the information contained in either of them is correct as at any time subsequent to each of their respective dates.
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