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LONDON - Aviva plc (LON:AV.) announced Wednesday it has completed its acquisition of Direct Line (LON:DLGD) Insurance Group plc and provided key updates to holders of Direct Line’s subordinated notes.
Following the acquisition, Aviva has been substituted as the principal debtor for Direct Line’s £260 million 4.000 percent Subordinated Tier 2 Notes due 2032. These notes will qualify as tier 2 own funds of the Aviva group. Direct Line has provided a subordinated guarantee for these notes.
The £350 million Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes will remain obligations of Direct Line, with Aviva choosing not to substitute itself as the principal debtor for these securities.
With the acquisition complete, UK group supervision will apply at the level of Aviva as the ultimate parent. This means Direct Line will no longer have its own Solvency Capital Requirement or Minimum Capital Requirement under regulatory rules.
Aviva noted that this regulatory change means a Conversion Trigger Event cannot occur for the Restricted Tier 1 Notes, effectively nullifying provisions that would convert these notes into ordinary shares following such an event. The acquisition is classified as a "Non-Qualifying Change of Control" under the notes’ terms.
The company also stated that the Restricted Tier 1 Notes will not be eligible for inclusion in the own funds of Aviva’s group or any member of Aviva’s group.
Aviva and Direct Line do not consider that the acquisition has resulted in a Capital Disqualification Event for the Restricted Tier 1 Notes.
Information regarding credit ratings for both note series will be available on Aviva’s website, according to the company’s press release statement.
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