Aviva shareholders targeted by Litani sub-market “mini-tender” offer

A US arbitrage firm is offering to buy Aviva shares at a material discount to the market price. ShareSoc urges shareholders to check the market price before doing anything – and is calling on the FCA to act.

Many of Aviva’s roughly 450,000 individual registered shareholders – largely a legacy of the Norwich Union demutualisation – are receiving an “Offer Circular” from Litani LLC, a Delaware-registered firm, offering to buy their Aviva shares for cash.

The offer is a so-called mini-tender: an approach to retail holders to buy their shares at a discount to the market price, for onward sale in the market at a profit.

Litani is not connected with Aviva, and Aviva does not recommend acceptance.

The offer in brief

Litani is offering to buy up to 1,000,000 Aviva ordinary shares at £5.30 per share, on a first-come, first-served basis.

The £5.30 price is approximately 17.5% below the closing price of £6.424 on the London Stock Exchange on 24 June 2026, the last trading day before the offer. The current market price is around £7.10.

The offer opened on 25 June 2026 and closes at 5:00 p.m. on 29 January 2027, unless extended or revoked.

It is not regulated by the City Code on Takeovers and Mergers. The circular has been approved as a financial promotion by an FCA-authorised firm, Gateway 21 Limited (FRN 999557), but the mini-tender activity itself falls outside the FCA’s regulatory perimeter.

The offer disadvantages almost every holder

Any shareholder can sell in the market at any time at the prevailing price. Aviva’s registrar, Computershare, operates an ad hoc dealing service at a cost of 1.4% of the value of the holding, subject to a minimum of £40. (Shareholders should confirm the current fee directly with Computershare.)

On those figures the comparison is stark. For any holding of more than about 430 shares (at current price), a market sale costs 1.4% while Litani’s offer imposes an egregious 17.5% haircut – leaving the holder roughly 16% worse off.

The flat £40 minimum dealing fee makes Litani’s offer marginally competitive only for very small holdings – below about 35 shares. Aviva made a low-cost share dealing programme available to certain small private certificated shareholders between October 2025 and February 2026. Under that programme, holders of up to 100 shares could sell free of dealing charges, with a fixed £40 fee for holders of 101 to 1,500 shares. Where such a programme is in operation, a market sale costs nothing for small (<100 shares) shareholders and Litani’s offer becomes disadvantageous for every holder.

Press reports indicate that around 100,000 holders have been written to. The circular does not disclose the criteria by which recipients were selected, but on any view the great majority of those targeted – anyone holding more than a few tens of shares – would receive materially more by selling in the market.

Targeting a gap in investor protection

Because a mini-tender is a private, sub-threshold approach, it escapes the disclosure, withdrawal and equal-treatment protections of the Takeover Code. Sitting outside the FCA’s regulatory perimeter, it is also not directly caught by the Consumer Duty.

The position is not unique to the UK: the US Securities and Exchange Commission has published investor guidance warning that mini-tenders are often priced below market and are easily mistaken for conventional tender offers carrying the usual protections. North American companies routinely urge their shareholders to reject such offers.

The recent High Court decision in Aviva plc v Litani LLC confirmed that Litani could obtain Aviva’s register of members for this purpose: the court accepted the offer was economically disadvantageous to shareholders, but (very surprisingly) held it was not so exploitative or oppressive as to make the purpose improper. This extraordinary judgment leaves the door open for similar approaches to the shareholders of other widely-held companies.

ShareSoc’s position

ShareSoc strongly disapproves of the mini-tender practice, which leaves the great majority of targeted holders worse off than a simple market sale and is, in practice, nothing more than a trap for those who have not fully understood its terms.

We are calling on the FCA to give this practice urgent scrutiny and to issue a clear warning to consumers, and we support Aviva’s warning to its shareholders.

If you have received the Litani offer

• You do not have to do anything. Taking no action leaves your shareholding unaffected.
• Before deciding, obtain the current market price of Aviva shares (for example from the London Stock Exchange website) and compare it with the £5.30 on offer.
• For all but the very smallest holdings, selling in the market – through a stockbroker or Aviva’s registrar service – will yield materially more than the offer.
• Read the Offer Circular and Acceptance Form in full, including the terms on tendering your whole holding, the 14-day withdrawal window, the deductions, and the power of attorney.

This is general information, not a personal recommendation or regulated financial advice; if you are in any doubt about what to do, you should consult an authorised financial adviser.