Aviva 2014 Annual Report Download - page 318

Aviva plc Annual report and accounts 2014
Shareholder information continued
314
The ADR and ordinary share price of Aviva has been, and may
continue to be volatile.
The share price of our ADRs and ordinary shares has been
volatile in the past and the share price and trading volume of
our ADRs may continue to be subject to significant fluctuations
due, in part, to changes in our actual or forecast operating
results and the inability to fulfill the profit expectations of
securities analysts, as well as to the high volatility in the
securities markets generally and more particularly in shares of
financial institutions. Other factors, besides our financial results,
that may impact our share price include, but are not limited to:
• market expectations of the performance and capital adequacy
of financial institutions in general;
• investor perceptions of the success and impact of our
strategies;
• a downgrade or review of our credit ratings;
• potential litigation or regulatory action involving Aviva or
sectors we have exposure to through our insurance and fund
management activities;
• the operations, accounting practices or regulatory
investigations, and share price performance of other
companies in the insurance and fund management markets in
which we operates; and
• conjecture about our business in the press, media or
investment communities.
• strategic actions by competitors, including acquisitions and/or
restructurings;
• changes in market conditions and regulatory changes in any
number of countries, whether or not the Company derives
significant revenue therefrom; and
• shifts in macro-economic or geopolitical conditions generally.
If the Proposed Acquisition is completed, the value of the
ordinary shares or ADRs of the enlarged Group may fluctuate
significantly as a result of a large number of factors, including,
but not limited to, those referred to above, as well as period-to-
period variations in operating results or change in revenue or
profit estimates by the Company, industry participants or
financial analysts.
Substantial future sales of ordinary shares of the enlarged
Group, if the Proposed Acquisition is completed, could impact
their market price.
The Company cannot predict what effect, if any, future sales of
ordinary shares or ADRs of the enlarged Group, or the
availability of ordinary shares or ADRs of the enlarged Group for
future sale, if the Proposed Acquisition is completed, will have
on the market price of the ordinary shares of the enlarged
Group. Sales of substantial amounts of ordinary shares or ADRs
of the enlarged Group in the public market following the
Proposed Acquisition, if completed, or the perception or any
announcement that such sales could occur, could adversely
affect the market price of the ordinary shares of the enlarged
Group and may make it more difficult for investors to sell their
ordinary shares or ADRs of the enlarged Group at a time and
price which they deem appropriate, or at all.
As a ‘foreign private issuer’ in the US we are exempt from
certain rules under the US securities laws and are permitted
to file less information with the SEC than US companies.
As a ‘foreign private issuer’ we are exempt from certain rules
under the US Securities Exchange Act of 1934, as amended (the
‘Exchange Act’), that impose certain disclosure obligations and
procedural requirements for proxy solicitations under Section 14
of the Exchange Act. In addition, our officers, directors and
principal shareholders are exempt from the reporting and ‘short-
swing’ profit recovery provisions of Section 16 of the Exchange
Act and the rules under the Exchange Act with respect to their
purchases and sales of our ordinary shares and ADRs. Moreover,
we are not required to file periodic reports and financial
statements with the SEC as frequently or as promptly as US
companies whose securities are registered under the Exchange
Act. In addition, we are not required to comply with Regulation
FD, which restricts the selective disclosure of material
information. Although we must comply with UK Listing Rules on
insider reporting of share ownership and on protection of inside
information, there may be less publicly available information
concerning us than there is for US public companies.
Aviva plc is an English company and it may be difficult to
enforce judgments against us or our directors and executive
officers.
Aviva plc is incorporated under the laws of England and Wales
and our business is based in the UK. In addition, certain of our
directors and officers reside outside the US, and a substantial
portion of our assets and the assets of such persons are located
in jurisdictions outside the US. As such, it may be difficult or
impossible to effect service of process within the US upon us or
those persons or to recover against us or them on judgments of
US courts, including judgments predicated upon civil liability
provisions of the US federal securities laws.
Shareholder rights under English law differ from the US.
Individual shareholders of an English company (including US
persons) have the right under English law to bring lawsuit on
behalf of the company in which they are a shareholder, and on
their own behalf against the company, in certain limited
circumstances. English law does not permit class action lawsuit
by shareholders, except in limited circumstances.
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