6th May 2008 18:22
Legal & General Group Plc06 May 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Recommended Cash Offer by Legal & General Retail Investments (Holdings) Limited ("LGRI"), a wholly-owned subsidiary of Legal & General Group plc ("Legal & General") for 100 per cent. of Suffolk Life Group plc ("Suffolk Life") OFFER DECLARED WHOLLY UNCONDITIONAL Introduction The Board of LGRI announces that all of the conditions of the Offer have nowbeen satisfied or waived and, accordingly, the Offer has been declared whollyunconditional. The Offer will remain open for acceptance until further notice. Suffolk LifeShareholders who wish to accept the Offer but have not yet done so are stronglyencouraged to return their completed Form of Acceptance as soon as possible inaccordance with the prescribed procedure for acceptance set out in the OfferDocument which was posted to shareholders on 11 April 2008. Level of Acceptances As at 1.00 p.m. on 6 May 2008, being the first closing date of the Offer, validacceptances of the Offer had been received in respect of 3,159,762 Suffolk LifeShares, representing approximately 95.5 per cent. of Suffolk Life's existingissued share capital. The acceptances referred to above include acceptances in respect of 1,735,345Suffolk Life Shares subject to irrevocable undertakings to accept (or procureacceptance of) the Offer given prior to the posting of the Offer Document on 11April 2008, representing approximately 52.5 per cent. of Suffolk Life's existingissued share capital. Certain of those irrevocable undertakings were given bySuffolk Life Directors, representing in total 715,024 Suffolk Life Shares or21.6 per cent. of Suffolk Life's existing issued share capital. A further 2,686Suffolk Life Shares, representing approximately 0.1 per cent. of Suffolk Life'sexisting issued share capital, remain subject to irrevocable undertakings toaccept (or procure acceptance of) the Offer. Settlement Settlement will be effected on or before 20 May 2008 for Suffolk LifeShareholders who have already validly accepted the Offer. Settlement forSuffolk Life Shareholders who validly accept the Offer from today onwards willbe effected within 14 days of receipt of their valid acceptance. Appropriate proposals have been made to holders of options under the SuffolkLife Share Schemes. Compulsory Acquisition As LGRI has received valid acceptances under the Offer in respect of more than90 per cent. of the Suffolk Life Shares to which the Offer relates, it intendsto implement the procedures set out in Chapter 3 of Part 28 of the Companies Act2006 to acquire on a compulsory basis those Suffolk Life Shares in respect ofwhich it has not already received valid acceptances under the Offer. Other Save as disclosed in this announcement, neither LGRI nor Legal & General nor anyperson deemed to be acting in concert with LGRI nor Legal & General for thepurposes of the Offer held any Suffolk Life Shares or any rights over anySuffolk Life Shares prior to the Offer Period, and neither LGRI nor Legal &General nor any person deemed to be acting in concert with LGRI nor Legal &General for the purposes of the Offer has acquired or (other than pursuant tothe Offer) agreed to acquire any Suffolk Life Shares or any rights over anySuffolk Life Shares since the commencement of the Offer Period. Neither LGRInor Legal & General nor any person deemed to be acting in concert with LGRI norLegal & General for the purposes of the Offer has borrowed or lent or agreed toborrow or lend any Suffolk Life Shares. Terms defined in the Offer Document, which was posted to Suffolk LifeShareholders on 11 April 2008, shall have the same meaning in this announcement. Enquiries: Legal & General Investors:Jonathan Maddock Head of Investor Relations +44 (0)20 3124 2150Nicola Marshall Investor Relations Manager +44 (0)20 3124 2151 Media:John Godfrey Group Communications Director +44 (0)20 3124 2090Richard King Head of Media Relations +44 (0)20 3124 2095Anthony Carlisle Citigate Dewe Rogerson +44 (0)7973 611888 Lazard +44 (0)20 7187 2000(financial adviser to LGRI and Legal & General)Jon HackSandor de Jasay Suffolk LifeHenry Catchpole Chief Executive +44 (0)870 414 7000 Fenchurch Advisory Partners +44 (0)20 7382 2222(financial adviser to Suffolk Life)Malik KarimGraham Marchant Financial Dynamics +44 (0)20 7831 3113(PR adviser to Suffolk Life)Louise DolanNick Henderson This announcement is not intended to and does not constitute or form any part ofany offer, invitation or the solicitation of an offer to purchase, subscribe foror otherwise acquire, sell or dispose of, any securities pursuant to the Offeror otherwise. The Offer is made solely by the Offer Document and Form ofAcceptance which contain the full terms and conditions of the Offer, includingdetails of how the Offer may be accepted. Lazard, which is authorised and regulated by the Financial Services Authority inthe UK, is acting for LGRI and Legal & General in connection with the Offer andno-one else and will not be responsible to anyone other than LGRI and Legal &General for providing the protections afforded to clients of Lazard or forproviding advice in relation to the Offer. Fenchurch Advisory Partners, which is authorised and regulated by the FinancialServices Authority in the UK, is acting for Suffolk Life and no one else inconnection with the Offer and will not be responsible to any person other thanSuffolk Life for providing the protections afforded to clients of FenchurchAdvisory Partners or for providing advice in relation to the Offer. This announcement has been prepared in accordance with English law and the Codeand information disclosed may not be the same as that which would have beenprepared in accordance with the law of jurisdictions outside England. The Offer is subject to the applicable rules and regulations of the FinancialServices Authority, the London Stock Exchange and the Code. The distribution ofthis announcement in jurisdictions other than the United Kingdom and theavailability of the Offer to Suffolk Life Shareholders who are not resident inthe United Kingdom may be affected by the laws of relevant jurisdictions.Therefore, any persons who are subject to the laws of any jurisdiction otherthan the United Kingdom or Suffolk Life Shareholders who are not resident in theUnited Kingdom will need to inform themselves about, and observe, any applicablerequirements. Unless otherwise determined by LGRI or required by the Code and permitted byapplicable law and regulation, the Offer is not being, and will not be made,directly or indirectly, in or into or by use of the mails of, or by any othermeans or instrumentality (including, without limitation, facsimile transmission,telex, telephone, internet or other forms of electronic transmission) ofinter-state or foreign commerce of, or any facility of a national, state orother securities exchange of, the United States or any other RestrictedJurisdiction, and will not be capable of acceptance by any such use, means,instrumentality or facility or from within the United States, or any otherRestricted Jurisdiction. Accordingly, unless otherwise determined by LGRI orrequired by the Code and permitted by applicable law and regulation, copies ofthis announcement are not being, and must not be, directly or indirectly,mailed, transmitted or otherwise forwarded, distributed or sent in, into or fromthe United States or any other Restricted Jurisdiction, and persons receivingthis announcement (including, without limitation, custodians, nominees andtrustees) must not mail, or otherwise, forward, distribute or send it in, intoor from such jurisdiction. Any persons (including without limitation, any custodian, nominee and trustee)who would, or otherwise intends to, or may have a contractual or legalobligation to, forward this announcement, and/or the Offer Document, and/or anyother related document to any jurisdiction outside the United Kingdom shouldinform themselves of, and observe, any applicable legal or regulatoryrequirements of their jurisdiction. Nothing in this announcement is intended, or is to be construed, as a forecast,projection or estimate of the future financial performance of Suffolk Life, LGRIor Legal & General Group. Cautionary statement regarding forward-looking statements This announcement, including information included or incorporated by referencein this announcement may contain forward-looking statements concerning LGRI,Legal & General Group and/or Suffolk Life. Generally the words 'will', 'may','should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similarexpressions identify forward-looking statements. The forward-looking statementsinvolve risks and uncertainties that could cause actual results to differmaterially from those suggested by them. Many of these risks and uncertaintiesrelate to factors that are beyond the companies' abilities to control orestimate precisely, such as future market conditions and the behaviours of othermarket participants, and therefore undue reliance should not be placed on suchstatements which speak only as at the date of this announcement. LGRI, Legal &General and Suffolk Life assume no obligation and do not intend to update theseforward-looking statements, except as required pursuant to applicable law. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Suffolk Life, all 'dealings' in any 'relevantsecurities' of that company (including by means of an option in respect of, or aderivative referenced to, any such 'relevant securities') must be publiclydisclosed by no later than 3.30 p.m. (London time) on the Business Day followingthe date of the relevant transaction. This requirement will continue until thedate on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the 'Offer Period'otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an 'interest' in 'relevantsecurities' of Suffolk Life, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of Suffolk Life by LGRI or Suffolk Life, or by any of theirrespective 'associates', must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks in this section (Dealing Disclosure Requirements) aredefined in the Code, which can also be found on the Panel's website. If you arein any doubt as to whether or not you are required to disclose a 'dealing' underRule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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