5th May 2009 17:13
Friends Provident plc
5 May 2009
Reorganisation - Posting of Circular and Publication of Prospectus
FRIENDS PROVIDENT PLC ("Friends Provident" or the "Company")
Furtherto the announcements made on 31 October 2008 and 17 March 2009, Friends Provident plc has today posted a circular to shareholders regarding its corporate Reorganisation. The objective of the Reorganisation is to impose a new holding company on top of the Group with increased share capital to allow it to be reduced to create distributable reserves which are required for the payment of dividends.
The proposal in summary is a Reorganisation whereby Friends Provident Group plc ("Friends Provident Group") will be inserted as the new holding company of the Group (by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006) and through which Friends Provident shareholders will become shareholders in Friends Provident Group. Shareholders will receive one New Ordinary Share in Friends Provident Group for every one share they hold in Friends Provident (the record time for the Scheme is 6.00 p.m. on 12 June 2009).
The proposals are subject to Court approval and the approval of shareholders.
The shareholder meetings will be held on 21 May 2009 at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE and will begin shortly after Friends Provident's Annual General Meeting.
The Court hearings to sanction the Scheme and to confirm the Friends Provident Group reduction of capital are expected to be held on 12 June 2009 and 16 June 2009, respectively. Shareholders have the right, should they so choose, to attend either Court hearing to support or oppose the Scheme or reduction of capital and to appear in person or be represented by Counsel.
It is proposed that the Directors will pay a dividend equivalent to 2.6 pence per Friends Provident Group Share as soon as practicable following Admission and the establishment of Friends Provident Group as the new holding company for the Group. The record date for the proposed dividend is expected to be 26 June 2009.
The Board has received financial advice in relation to the Reorganisation from Goldman Sachs International and J.P. Morgan Cazenove Ltd.
Enquiries:
Friends Provident Plc
Nick Boakes
+44 (0)845 641 7814
Peter Timberlake
+44 (0)845 641 7834
Goldman Sachs International
Simon Dingemans
Paul Miller
+44 (0)20 7774 1000
J.P.Morgan Cazenove Limited
Tim Wise
Conor Hillery
+44 (0)20 7155 2828
Finsbury Limited
Vanessa Neill
Zoë Watt
+44 (0)20 7251 3801
Notes and Definitions
Terms used but not defined herein have the meanings given to them in the Circular.
Circular means the circular to shareholders posted today;
Friends Provident Group Reduction means the proposed reduction of capital of Friends Provident Group;
Reorganisation means the proposed insertion of Friends Provident Group as a new holding company of the Group and the Friends Provident Group Reduction, each as described in Part II (Explanatory Statement) of the Circular; and
Scheme means the Scheme of Arrangement set out in Part III (The Scheme of Arrangement) of the Circular in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company and Friends Provident Group.
J.P. Morgan Cazenove Limited is acting exclusively for Friends Provident Group in relation to Admission and for no-one else and will not be responsible to anyone other than Friends Provident Group for providing the protections afforded to the respective clients of
J.P. Morgan Cazenove Limited nor for providing any advice in relation to the Reorganisation or Admission or the contents of this document or any transaction, arrangement or matter referred to herein.
Goldman Sachs International is acting exclusively for Friends Provident Group in relation to Admission and for no-one else and will not be responsible to anyone other than Friends Provident Group for providing the protections afforded to the respective clients of
Goldman Sachs International nor for providing any advice in relation to the Reorganisation or Admission or the contents of this document or any transaction, arrangement or matter referred to herein.
This document does not constitute or form part of any offer or invitation to sell or issue, or the solicitation to purchase or subscribe for New Ordinary Shares in any jurisdiction.
The New Ordinary Shares may not be offered or sold in the United States absent registration under the US Securities Act of 1933 (the "US Securities Act") or an exemption there from. The New Ordinary Shares issued to existing Friends Provident shareholders pursuant to the Reorganisation will be issued in reliance upon an exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereof and, as a consequence, will not be registered thereunder or under the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States.
The New Ordinary Shares issued to, or for the benefit of, any resident of Canada pursuant to the Scheme will not be qualified for sale under the securities laws of any province or territory of Canada and will be subject to resale restrictions. Shareholders who are residents of Canada should consult their own legal and tax advisers with respect of the legal and tax consequences of the Scheme in their particular circumstances.
The distribution of this document and the offer of New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been or will be taken to permit the possession or distribution of this document (or any other offering or publicity materials or application form(s) relating to the New Ordinary Shares) in any jurisdiction, other than the UK, where action for that purpose may be required. Accordingly, neither this document, nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Related Shares:
Fondul Proprietatea