20th Mar 2008 07:27
Legal & General Group Plc20 March 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 Suffolk Life Group plc ("Suffolk Life") - The Boards of LGRI and Suffolk Life are pleased to announce thatthey have agreed the terms of a Recommended Cash Offer to be made by LGRI, awholly-owned subsidiary of Legal & General, to acquire the entire issued and tobe issued share capital of Suffolk Life. - The Offer is £15.75 in cash for each Suffolk Life Share, valuing theentire issued and to be issued share capital of Suffolk Life at approximately£62 million. - LGRI has received binding irrevocable undertakings to accept theOffer from all of the Suffolk Life Directors and various other Suffolk LifeShareholders in respect of, in aggregate, 1,720,496 Suffolk Life Shares,representing approximately 52.1 per cent. of the existing issued share capitalof Suffolk Life. - The Suffolk Life Directors, who have been so advised by FenchurchAdvisory Partners, consider the terms of the Offer to be fair and reasonable andintend unanimously to recommend that Suffolk Life Shareholders accept the Offer.In providing such advice, Fenchurch Advisory Partners has taken into accountthe commercial assessments of the Suffolk Life Directors. Commenting on the Offer, Tim Breedon, Legal & General Group's Chief Executivesaid: "Suffolk Life is an outstanding business which has developed a leading positionin the fast growing bespoke SIPP market. Combining Suffolk Life's productexpertise and service delivery with Legal & General's extensive distributionreach will transform Suffolk Life's growth potential and create an outstandingbusiness within Legal & General." "Growing our savings business is a strategic priority for Legal & General.Pensions and the mass affluent market are areas we have targeted fordevelopment. Suffolk Life enables us to accelerate our growth in these keyexpanding markets." Commenting on the Offer, Henry Catchpole, Suffolk Life's Chief Executive Officersaid: "Our strategic review has confirmed that, whilst the development of the pensionslandscape presented Suffolk Life with attractive opportunities to growprofitably, Suffolk Life's development could be accelerated through being partof a larger group which offered clear distribution synergies. We are thereforedelighted to recommend the offer from LGRI which the Board, in conjunction withour advisers Fenchurch Advisory Partners, has concluded is in the best interestsof our clients, employees and shareholders." This summary should be read in conjunction with the full text of the followingAnnouncement and the Appendices. Appendix 1 to this Announcement sets out the conditions and certain furtherterms of the Offer. Appendix 2 to this Announcement contains details of theirrevocable undertakings received in relation to the Offer. Appendix 3 to thisAnnouncement contains definitions of certain terms used in this Announcement. Sources and bases The value attributed to the entire existing issued share capital of Suffolk Lifeis based upon 3,305,201 Suffolk Life Shares in issue on 19 March 2008. Thevalue attributed to the entire issued and to be issued share capital of SuffolkLife is based upon the issued share capital referred to above and 631,718Suffolk Life Shares the subject of options. References to a percentage ofSuffolk Life Shares are based on the number of Suffolk Life Shares in issue asset out above. 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 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 will be made solely by the Offer Document and Form ofAcceptance, when issued, which will contain the full terms and conditions of theOffer, including details 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 will be subject to the applicable rules and regulations of theFinancial Services Authority, the London Stock Exchange and the Code. Thedistribution of this Announcement in jurisdictions other than the United Kingdomand the availability of the Offer to Suffolk Life Shareholders who are notresident in the United Kingdom may be affected by the laws of relevantjurisdictions. Therefore, any persons who are subject to the laws of anyjurisdiction other than the United Kingdom or Suffolk Life Shareholders who arenot resident in the United Kingdom will need to inform themselves about, andobserve, any applicable requirements. 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. 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 Suffolk Life Group plc ("Suffolk Life") 1. Introduction The Boards of LGRI and Suffolk Life are pleased to announce that they haveagreed the terms of a Recommended Cash Offer to be made by LGRI, a wholly-ownedsubsidiary of Legal & General, to acquire the entire issued and to be issuedshare capital of Suffolk Life. 2. Summary of the Offer Under the Offer, Suffolk Life Shareholders will receive: £15.75 in cash for each Suffolk Life Share The terms of the Offer value Suffolk Life's entire issued and to be issued sharecapital at approximately £62 million. Suffolk Life Shares will be acquired fully paid with full title guarantee andfree from all liens, charges, equitable interests, encumbrances, rights ofpre-emption and any other third party rights and interests of any naturewhatsoever and together with all rights now and hereafter attaching theretoincluding, without limitation, the right to receive and retain in full alldividends and other distributions (if any) declared, made or paid after the dateof this Announcement. The Offer will be conditional upon the Financial Services Authority indicatingin terms reasonably satisfactory to LGRI that it approves the acquisition ofcontrol of members of the Suffolk Life Group by members of the Legal & GeneralGroup. The Offer will also be subject to the further terms and conditions setout in Appendix 1 and that will be set out in the Offer Document and the Form ofAcceptance. 3. Recommendation The Suffolk Life Directors, who have been so advised by Fenchurch AdvisoryPartners, consider the terms of the Offer to be fair and reasonable. Inproviding its advice, Fenchurch Advisory Partners has taken into account thecommercial assessments of the Suffolk Life Directors. Fenchurch AdvisoryPartners is acting as independent financial adviser to Suffolk Life in relationto Rule 3 of the Code. Accordingly, the Suffolk Life Directors intend unanimously to recommend thatSuffolk Life Shareholders accept the Offer, as the Suffolk Life Directors haveirrevocably undertaken to do in respect of their own beneficial shareholdingswhich amount, in aggregate, to 828,248 Suffolk Life Shares, representingapproximately 25.1 per cent. of the existing issued share capital of SuffolkLife. 4. Background to and reasons for the Offer Suffolk Life will provide Legal & General Group with specific know-how inrelation to SIPPs, an increasingly important product in the long-term savingsmarket. Suffolk Life brings expertise and knowledge of the SIPP products aswell as significant experience in delivering a high quality service to its SIPPcustomers. Suffolk Life fits particularly well within Legal & General Groupgiven its specific product expertise and existing administration platform. Combining Suffolk Life with Legal & General Group's substantial distributionplatform will accelerate Suffolk Life's growth and development. 5. Background to and reasons for the recommendation Discussions between Suffolk Life and LGRI have confirmed to the Suffolk LifeBoard the high degree of commercial and strategic fit between the twoorganisations and that the Suffolk Life business should benefit from being partof Legal & General Group. In considering whether to recommend the terms of the Offer, the Suffolk LifeDirectors have taken into account a number of factors including: - the value of the Offer and the fact that it is in cash; - the opportunity that the Offer represents for the Suffolk Life Shareholders to exit from an otherwise illiquid investment; and - the benefit to clients and employees of being part of one of the most respected UK financial services organisations. Having taken into account the factors outlined above, the Suffolk Life Boardbelieves that the Offer represents value to the Suffolk Life Shareholders and isin the best interests of the Suffolk Life Shareholders, clients and employees. 6. Irrevocable undertakings LGRI has received irrevocable undertakings to accept (or procure acceptances of)the Offer from the Suffolk Life Directors in respect of, in aggregate, 828,248Suffolk Life Shares representing approximately 25.1 per cent. of Suffolk Life'sissued share capital. LGRI has also received irrevocable undertakings to accept the Offer from certainof Suffolk Life's other shareholders in respect of, in aggregate, 892,248Suffolk Life Shares representing approximately 27.0 per cent. of Suffolk Life'sissued share capital. LGRI has therefore received irrevocable commitments to accept (or procureacceptances of) the Offer in respect of, in aggregate, 1,720,496 Suffolk LifeShares, representing approximately 52.1 per cent. of the issued share capital ofSuffolk Life. These irrevocable undertakings will remain binding in the event of a competingoffer being made for Suffolk Life and will cease to be binding only if the Offercloses or lapses. Further details of these irrevocable undertakings are set out in Appendix 2 tothis Announcement. 7. Information relating to LGRI Legal & General Retail Investments (Holdings) Limited is a wholly ownedsubsidiary of Legal & General Group plc. It is a private company which wasincorporated in England and Wales on 2 November 2001. The company number is4315644 and its registered office is at One Coleman Street, London EC2R 5AA.The current directors of LGRI are Kate Avery, Simon Pistell, Christopher Radfordand Lee Dobson. LGRI is the holding company of Legal & General's unit trustmanagement business (Legal & General (Unit Trust Managers) Limited) and its planmanagement business, (Legal & General (Portfolio Management Services) Limited).In January 2008 LGRI acquired Nationwide Unit Trust Managers Limited fromNationwide Building Society. 8. Information relating to Legal & General Group Legal & General Group is a leading UK risk, savings and investment group.Founded over 170 years ago, Legal & General Group today provides life assuranceand other financial protection products, annuities and long-term savingsproducts including ISA's and pensions. With total funds under management of£297 billion, it is one of the largest managers of pension assets in the UK.Legal & General Group has over 5.7 million UK customers. Its products are soldthrough over 20 bank and building society relationships, through IndependentFinancial Advisers and also directly to customers. Legal & General AssuranceSociety Limited, Legal & General Group's principal operating company, is one ofEurope's top rated life companies for financial strength, with an AA+ ratingfrom Standard & Poor's and Aa1 from Moody's. 9. Information relating to Suffolk Life Suffolk Life was founded in Ipswich in 1971 and is one of the UK's leadingspecialists in the provision of Self-Invested Personal Pensions (SIPPs). SuffolkLife administers SIPPs on behalf of high net worth individuals and distributesexclusively through intermediaries. Suffolk Life has been a pioneer in thedevelopment of the UK SIPP market and has built a strong reputation based on itsexpertise, knowledge and service delivery. Suffolk Life has achieved strong growth with gross assets under administrationincreasing from £0.6 billion in 2003 to £2.9 billion by 31 December 2007.Suffolk Life administers over 10,000 SIPPs. For many clients the wide and diverse array of investment choices offered by aSIPP is the preferred choice to make their retirement plans. With a complexvehicle like a SIPP though, it is important to have a professional andexperienced administrator, and that is where Suffolk Life delivers. 10. Financing of the Offer Full acceptance of the Offer would result in cash consideration of approximately£62 million being payable to Suffolk Life Shareholders and participants in theSuffolk Life Share Schemes. Lazard has confirmed that it is satisfied thatsufficient cash resources are available to LGRI to enable it to satisfy in fullthe consideration payable under the terms of the Offer. 11. Management and employees On the Offer becoming or being declared unconditional in all respects, theexisting employment rights of all management and employees of Suffolk Life willbe safeguarded. 12. Suffolk Life Share Schemes The Offer will extend to any Suffolk Life Shares issued or unconditionallyallotted prior to the date on which the Offer closes as a result of the exerciseof options granted under the Suffolk Life Share Schemes. To the extent that such options have not been exercised, it is intended thatappropriate proposals will be made to holders of options granted under theSuffolk Life Share Schemes once the Offer becomes or is declared unconditionalin all respects. 13. Disclosure of interests in relevant securities of SuffolkLife As at the close of business on 19 March 2008 (the latest practicable BusinessDay prior to the date of this Announcement), neither LGRI, nor any LGRIDirector, nor, so far as LGRI is aware, any person acting in concert with LGRIhad any interest in, or had any right to subscribe for, any relevant securitiesof Suffolk Life, nor were they party to any short positions (whether conditionalor absolute and whether in the money or otherwise) relating to relevantsecurities of Suffolk Life, including short positions under derivatives,agreements to sell or any delivery obligations or rights to require anotherperson to take delivery. Neither LGRI nor any LGRI Director nor, so far as LGRI is aware, any personacting in concert with LGRI has borrowed or lent any relevant securities ofSuffolk Life. No arrangement exists with LGRI nor any associate of LGRI (withinthe meaning of the Code) in relation to relevant securities of Suffolk Life. Forthese purposes, 'arrangement' includes any indemnity or option arrangement andany agreement or understanding, formal or informal, of whatever nature, relatingto relevant securities of Suffolk Life which may be an inducement to deal orrefrain from dealing in such securities. 14. Inducement fee and other arrangements Suffolk Life and LGRI have entered into an agreement under which Suffolk Lifehas agreed to pay LGRI a fee equal to one per cent. of the Offer Value(inclusive of VAT if applicable) in the event that: (a) the Suffolk Life Directors (i) fail to recommend unanimously in theOffer Document that Suffolk Life Shareholders accept the Offer, or (ii) withdrawor adversely modify their recommendation of the Offer, or (iii) recommend aThird Party Transaction, or (iv) agree or resolve to take any such action, and(in each case) the Offer then is not made, lapses or is withdrawn; or (b) one or more Third Party Announcements are made and a Third PartyTransaction referred to in any such announcement subsequently becomes or isdeclared unconditional in all respects or is completed. Nothing in the inducement fee agreement obliges Suffolk Life to pay any amountwhich the Panel determines would not be permitted by Rule 21.2 of the Code. Suffolk Life has also agreed: (i) not to solicit competing proposals; (ii) to notify LGRI if it receives an approach regarding a competingproposal; and (iii) following receipt of any superior competing proposal, not torecommend that proposal or withdraw its recommendation of the Offer unless LGRIfails to confirm within 72 hours of notice of the same that it intends toimprove the terms of the Offer so as to match or better such proposal, or,having given such confirmation, fails to announce such improved terms withinseven days. 15. General The Offer will be on the terms and subject to the conditions set out herein andin Appendix I, and to be set out in the Offer Document and Form of Acceptance.The formal Offer Document will be sent to Suffolk Life Shareholders by 17 April2008 (or such later date as the Panel may agree). Sources and bases The value attributed to the entire existing issued share capital of Suffolk Lifeis based upon 3,305,201 Suffolk Life Shares in issue on 19 March 2008. Thevalue attributed to the entire issued and to be issued share capital of SuffolkLife is based upon the issued share capital referred to above and 631,718Suffolk Life Shares the subject of options. References to a percentage ofSuffolk Life Shares are based on the number of Suffolk Life Shares in issue asset out above. 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 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 will be made solely by the Offer Document and Form ofAcceptance, when issued, which will contain the full terms and conditions of theOffer, including details of how the Offer may be accepted. Lazard, which is authorised and regulated by the Financial Services Authority,is acting for LGRI and Legal & General in connection with the Offer and no-oneelse and will not be responsible to anyone other than LGRI and Legal & Generalfor providing the protections afforded to clients of Lazard or for providingadvice in relation to the Offer. Fenchurch Advisory Partners, which is authorised and regulated by the FinancialServices Authority, is acting for Suffolk Life and no one else in connectionwith the Offer and will not be responsible to any person other than Suffolk Lifefor providing the protections afforded to clients of Fenchurch Advisory Partnersor 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 will be subject to the applicable rules and regulations of theFinancial Services Authority, the London Stock Exchange and the Code. Thedistribution of this Announcement in jurisdictions other than the United Kingdomand the availability of the Offer to Suffolk Life Shareholders who are notresident in the United Kingdom may be affected by the laws of relevantjurisdictions. Therefore, any persons who are subject to the laws of anyjurisdiction other than the United Kingdom or Suffolk Life Shareholders who arenot resident in the United Kingdom will need to inform themselves about, andobserve, any applicable requirements. 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. Appendix 1 Conditions and Certain Further Terms of the Offer A. Conditions Of The Offer The Offer will be subject to the following conditions (as amended ifappropriate). 1. Acceptances Valid acceptances being received (and not, where permitted, withdrawn) by nolater than 3.00 pm on the first closing date of the Offer (or such later time(s)and/or dates(s) as LGRI may, with the consent of the Panel or in accordance withthe Code, decide) in respect of not less than 90 per cent. (or such lesserpercentage as LGRI may decide) in (1) nominal value of the Suffolk Life Sharesto which the Offer relates, and (2) of the voting rights attached to thoseshares. However, this condition will not be satisfied unless LGRI and/or itswholly-owned subsidiaries have acquired or agreed to acquire, whether pursuantto the Offer or otherwise, Suffolk Life Shares carrying, in aggregate, over 50per cent. of the voting rights then normally exercisable at general meetings ofSuffolk Life including, for this purpose, to the extent (if any) required by theCode, the voting rights attaching to any Suffolk Life Shares which may beunconditionally allotted or issued before the Offer becomes or is declaredunconditional as to acceptances, provided further that this condition shall becapable of being satisfied only at a time when all other conditions have beensatisfied or waived. For the purposes of this condition: (a) the expression "Suffolk Life Shares to which the Offerrelates" shall be construed in accordance with Part 28 of the Companies Act; (b) Suffolk Life Shares which have been unconditionallyallotted but not issued, whether pursuant to the exercise of any outstandingsubscription or conversion rights or otherwise, shall be deemed to carry thevoting rights which they will carry when they are issued; and (c) valid acceptances shall be treated as having beenreceived in respect of any Suffolk Life Shares which are treated for thepurposes of Part 28 of the Companies Act as having been acquired or contractedto be acquired by LGRI by virtue of acceptances of the Offer. 2. Authorisations (a) The Financial Services Authority indicating in termsreasonably satisfactory to LGRI that it approves the acquisition of control byLGRI and each parent undertaking of LGRI of each UK authorised person of whichSuffolk Life is a parent undertaking (where "control, "parent undertaking" and "UK authorised person" have the meanings given in the Financial Services andMarkets Act 2000 (as amended)). (b) All necessary filings or applications having been made inconnection with the Offer and all statutory or regulatory obligations in anyrelevant jurisdiction having been complied with in connection with the Offer orthe acquisition by any member of the Legal & General Group of any shares orother securities in, or control of, Suffolk Life and all governmental,quasi-governmental, supranational, statutory or regulatory authorisations,orders, recognitions, grants, consents, clearances, confirmations, certificates,licences, permission and approvals (''Authorisations'') in any relevantjurisdiction which are necessary or appropriate for the implementation of theOffer being given in terms reasonably satisfactory to LGRI provided that: (i) such Authorisations shall not impose any conditions or require the taking orrefraining from taking of any action by any member of the Legal & General Groupor any member of the Suffolk Life Group which would materially and adverselyaffect the business, assets, prospects or profits of the Legal & General Grouptaken as a whole or the Suffolk Life Group taken as a whole; and (ii) all such Authorisations (together with all material Authorisationsnecessary or appropriate to carry on the business of any member of the SuffolkLife Group) remaining in full force and effect at the time at which the Offerbecomes otherwise unconditional and there being no notice of any intention torevoke, suspend, restrict, amend or not to renew any such Authorisations. 3. Regulatory Intervention No governmental, quasi-governmental, supranational, statutory, regulatory orinvestigative body, court, trade agency, association, institution or any otherbody or person whatsoever in any relevant jurisdiction (each a ''Third Party'')having taken, instituted, implemented or threatened in consequence of the Offerany action, proceeding, suit, investigation, enquiry or reference, or havingenacted, made or proposed any statute, regulation, decision or order, or havingrequired any other steps to be taken that could reasonably be expected to: (a) make the Offer or its implementation, or the acquisitionor proposed acquisition by LGRI of any Suffolk Life Shares, or control of anymember of the Suffolk Life Group illegal, void and/or unenforceable under thelaws of any relevant jurisdiction, or otherwise, directly or indirectly,restrain, restrict, prohibit, materially delay or otherwise materially interferewith the same, or impose additional material conditions or obligations withrespect thereto, or otherwise materially challenge or interfere therewith; (b) require, prevent or delay the divestiture, or alter theterms envisaged for any proposed divestiture by any member of the Legal &General Group or any member of the Suffolk Life Group of all or any portion oftheir respective businesses, assets or property or impose any limitation on theability of any of them to conduct their respective businesses (or any of them),or to own any of their respective assets or properties (or any part thereof) ina manner or to an extent which is material in the context of the Legal & GeneralGroup or the Suffolk Life Group in either case taken as a whole; (c) impose any material limitation on, or result in amaterial delay in, the ability of any member of the Legal & General Group,directly or indirectly, to acquire or to hold or to exercise effectively anyrights of ownership in respect of shares or loans or securities convertible intoshares or any other securities (or the equivalent) in any member of the SuffolkLife Group or the ability of any member of the Suffolk Life Group or the Legal &General Group to hold or exercise effectively any rights of ownership of shares,loans or other securities, which is material in the context of the Suffolk LifeGroup, or to exercise management control over any member of the Suffolk LifeGroup; (d) other than in connection with the Offer, require anymember of the Legal & General Group or the Suffolk Life Group to offer toacquire any shares or other securities (or the equivalent) or interest in anymember of the Legal & General Group or the Suffolk Life Group owned by any thirdparty; (e) impose any limitation that is material in the context ofthe business of the Suffolk Life Group on the ability of any member of the Legal& General Group or Suffolk Life Group to coordinate the business of any memberof the Suffolk Life Group (or any part of it) with the businesses of any othermembers of the Legal & General Group and or members of the Suffolk Life Group; (f) result in any member of the Suffolk Life Group ceasingto be able to carry on business under any name under which it presently does so;or (g) otherwise affect any or all of the businesses, assets orprofits of any member of the Legal & General Group or of any member of theSuffolk Life Group in a manner which is adverse to and material in the contextof the Legal & General Group or the Suffolk Life Group in either case taken as awhole; and all applicable waiting and other time periods during which any such ThirdParty could institute, implement or threaten any action, proceeding, suit,investigation, enquiry or reference or any other step under the laws of anyjurisdiction in respect of the Offer or the acquisition or proposed acquisitionof any Suffolk Life Shares having expired, lapsed or been terminated. 4. Change of Control Save as Disclosed, there being no provision of any agreements, bindingarrangement, licence, permit or other instrument to which any member of theSuffolk Life Group is a party or by or to which any such member or any of itsassets may be bound, entitled or subject, which would or could reasonably beexpected to require as a consequence of the Offer or because of a change in thecontrol or management of any member of the Suffolk Life Group or otherwise wouldor could reasonably be expected to result in (in each case to an extent which ismaterial in the context of the Suffolk Life Group taken as a whole): (a) any material assets or interests of, or any asset the useof which is enjoyed by, any member of the Suffolk Life Group being or falling tobe disposed of or charged or ceasing to be available to any member of theSuffolk Life Group otherwise than in the ordinary course of business; (b) any moneys borrowed by, or other indebtedness (actual orcontingent) of, or grant available to, any member of the Suffolk Life Groupbeing or becoming repayable or capable of being declared repayable immediatelyor earlier than the maturity date or repayment date or the ability of suchmember of the Suffolk Life Group to incur any such borrowing or indebtedness orobtain any such grant becoming or being capable of becoming withdrawn, inhibitedor prohibited; (c) any such agreement, arrangement, licence, permit or otherinstrument or the rights, liabilities, obligations or interests of any suchmember thereunder being terminated or materially adversely modified or affectedor any obligation or liability arising or any action being taken or arisingthereunder; (d) any mortgage, charge or other security interest over thewhole or any part of the business, property or assets of any member of theSuffolk Life Group being created or becoming enforceable or being enforced; (e) the rights, liabilities, obligations or interests of anymember of the Suffolk Life Group in, or the business of any such member with,any person, firm or body (or any binding arrangement or arrangements relating toany such interest or business) being terminated or materially adversely modifiedor affected; (f) the value of any member of the Suffolk Life Group orits financial or trading position being prejudiced or adversely affected; (g) any member of the Suffolk Life Group ceasing to be ableto carry on business under any name under which it presently does so; or (h) the creation of any liability (actual or contingent) byany member of the Suffolk Life Group other than in the ordinary course ofbusiness; and no event having occurred which, under any provision of any agreement,binding arrangement, licence, permit or other instrument to which any member ofthe Suffolk Life Group is a party or by or to which any such member or any ofits assets may be bound, entitled or subject, could result in any of the eventsor circumstances as are referred to in sub-paragraphs (a) to (h) of thisparagraph 4 (in each case to an extent which is material in the context of theSuffolk Life Group as a whole. 5. Events Since The Accounting Date Since the Accounting Date, save as Disclosed or pursuant to a transactionbetween Suffolk Life and a wholly-owned subsidiary or between two or morewholly-owned subsidiaries of Suffolk Life, no member of the Suffolk Life Grouphaving (in each case, to an extent that is material in the context of theSuffolk Life Group taken as a whole): (a) issued or agreed to issue additional shares of any classor securities convertible into or exchangeable for, or rights, warrants oroptions to subscribe for or acquire, any such shares or convertible securities(save pursuant to the Suffolk Life Share Schemes); (b) redeemed, purchased, repaid or reduced any part of itsshare capital or made any other change to its share capital or agreed orannounced any proposal to do the same; (c) recommended, declared, paid or made or proposed torecommend, declare, pay or make any bonus, dividend or other distributionwhether payable in cash or otherwise; (d) effected, authorised or proposed or announced itsintention to effect, authorise or propose any merger, demerger or scheme or anyacquisition, disposal or transfer of or the creation of any security interestsover assets of a material value or shares or any change in its share or loancapital; (e) other than in the ordinary course of business, acquiredor disposed of, transferred, mortgaged or charged, or created or granted anysecurity interest over, any assets or any right, title or interest in any asset(including shares and trade investments); (f) issued or authorised the issue of any debentures or,other than in the ordinary course of business, incurred or increased anyindebtedness or become subject to any contingent or other liability; (g) implemented, authorised, or announced its intention toimplement, any reconstruction, amalgamation, scheme, commitment or othertransaction or arrangement or entered into or changed the terms of or announcedits intention to enter into or to change the terms of any contract with anydirector or senior executive in each case otherwise than in the ordinary courseof business; (h) proposed or entered into any agreement which consents tothe restriction of the scope of the business of any member of the Suffolk LifeGroup; (i) waived or compromised any material claim; (j) entered into or varied or authorised, or announced itsintention to enter into or vary any contract, transaction or commitment (whetherin respect of capital expenditure or otherwise) which is of a loss-making, longterm, onerous or unusual nature or magnitude or which is or could reasonably beexpected to be restrictive on the businesses of any member of the Suffolk LifeGroup or the Legal & General Group or which involves or could reasonably beexpected to involve an obligation of such a nature; (k) (other than in respect of a member which is dormant andwas solvent at the relevant time) taken any corporate action or had any legalproceedings started or threatened against it for its winding-up (voluntary orotherwise), dissolution or reorganisation or for the appointment of a receiver,administrative receiver, administrator, trustee or similar officer of all or anymaterial part of its assets or revenues or any analogous proceedings in anyjurisdiction or had any such person, or analogous person in any jurisdiction,appointed; (l) been unable or admitted in writing that it is unable topay its debts or having stopped or suspended (or threatened to stop or suspend)payment of its debts generally or ceased or threatened to cease carrying on allor a substantial part of its business or waived, compromised or settled anyclaim otherwise than in the ordinary course of business; (m) (save as disclosed on a publicly available register prior tothe Announcement Date) made any alterations to its memorandum or articles ofassociation; (n) taken any steps which are likely to result in thewithdrawal, cancellation, termination or modification of any licence held by anymember of the Suffolk Life Group which is necessary or desirable for the propercarrying on of its business; (o) entered into any contract, commitment, arrangement oragreement other than in the ordinary course of business or passed any resolutionor made any offer (which remains open for acceptance) with respect to orannounced any intention to, or to propose to, effect any of the transactions,matters or events referred to in this paragraph 5; (p) terminated or varied the terms of any agreement orarrangement between any member of the Suffolk Life Group and any other person ina manner which would or might reasonably be expected to have a material adverseeffect on the financial position of the Suffolk Life Group taken as a whole; (q) proposed, agreed to provide or modified the terms of anyshare option scheme, incentive scheme or other benefit relating to theemployment or termination of employment of any person employed by the SuffolkLife Group; (r) made or formally consented to any material change to theterms of the trust deeds or rules constituting the pension schemes establishedfor its directors and/or employees and/or their dependants or to the benefitswhich accrue, or to the pensions which are payable thereunder, or to the basison which qualification for or accrual or entitlement to such benefits orpensions are calculated or determined, or to the basis upon which theliabilities (including pensions) of such pension schemes are funded or made, oragreed or consented to any change to the trustees; or (s) experienced any material adverse change or materialdeterioration of the business, assets, financial or trading position or profitsof the Suffolk Life Group taken as a whole. 6. Other Events Since The Accounting Date Since the Accounting Date, save as Disclosed and in each case to an extent thatis material in the context of the Suffolk Life Group taken as a whole: (a) there having been no adverse change in the business,financial or trading position or profits of Suffolk Life or any other member ofthe Suffolk Life Group; (b) there having been no litigation or arbitrationproceedings, prosecution, investigation or other legal proceedings which hasbeen announced or instituted, threatened or remains outstanding and there beingno such proceedings to which any member of the Suffolk Life Group is or islikely to become a party (whether as claimant, defendant or otherwise); (c) there having been no enquiry or investigation by, orcomplaint or reference to, any governmental, quasi-governmental, supranational,statutory, regulatory or investigative body which has been threatened,announced, implemented or instituted or which remains outstanding in respect ofany member of the Suffolk Life Group; or (d) no contingent or other liability having arisen or becomeapparent or increased. 7. Intellectual Property (a) Each member of the Suffolk Life Group owning or havinglicensed to it or otherwise possessing legally enforceable rights to use allintellectual property that is required or reasonably necessary for the conductof business of the relevant member of the Suffolk Life Group as currentlyconducted and the absence of which, individually or in the aggregate, would bematerial in the context of the Suffolk Life Group taken as a whole; (b) no member of the Suffolk Life Group having infringed anyintellectual property rights of any third party where the consequences of suchinfringement would be material in the context of the Suffolk Life Group taken asa whole; or (c) no claims have been asserted in writing or threatened inwriting by any person: (i) that the Suffolk Life Group infringes anyintellectual property of any third party; or (ii) challenging the ownership of any member of theSuffolk Life Group to, or the validity or effectiveness of, any of itsintellectual property; and to an extent which is material in the context of the Suffolk Life Grouptaken as a whole. 8. Further Conditions Save as Disclosed, LGRI not having discovered: (a) that the financial, business or other informationconcerning the Suffolk Life Group as contained in the information publiclydisclosed within the last 12 months by or on behalf of any member of the SuffolkLife Group, contains a material misstatement of a fact or omits to state a factnecessary to make the information contained therein not misleading to a materialextent; (b) that any member of the Suffolk Life Group is subject toany material liability, contingent or otherwise, which is not disclosed in theAnnual Report and Accounts of Suffolk Life for the financial year ended 31December 2007 and which is material in the context of the Suffolk Life Grouptaken as a whole; (c) that any partnership or company in which any member ofthe Suffolk Life Group has a significant economic interest and which is not asubsidiary of Suffolk Life is subject to any material liability, contingent orotherwise, which is not disclosed in the Annual Report and Accounts of SuffolkLife Group for the financial year ended 31 December 2007; or (d) that the Suffolk Life Group has failed to comply withapplicable statutory or regulatory obligations in any relevant jurisdiction toan extent which is material in the context of the Suffolk Life Group taken as awhole. B. Certain Further Terms of the Offer Although it is not considered that the proposed acquisition of Suffolk Life byLGRI pursuant to the Offer will come within the statutory provisions forreference to the Competition Commission, the Offer will lapse if the proposedacquisition is referred to the Competition Commission in the United Kingdombefore 3.00 pm on the first closing date of the Offer or the time and date onwhich the Offer becomes or is declared unconditional as to acceptances,whichever is the later. If the Offer lapses, the Offer will cease to be capableof further acceptance and accepting Suffolk Life Shareholders and LGRI willthereupon cease to be bound by any Form of Acceptance submitted before the timewhen the Offer lapses. The conditions are inserted for the benefit of LGRI and no Suffolk LifeShareholder shall be entitled to waive any of the conditions without the priorwritten consent of LGRI. LGRI reserves the right to elect to acquire the Suffolk Life Shares by way of ascheme of arrangement (as such term is defined in Part 26 of the Companies Act),with the consent of the Panel if required. In such event, such scheme will beimplemented on the same terms (subject to appropriate amendments, including(without limitation) that condition 1 would not apply), so far as applicable, asthose which would apply to the Offer. Subject to the requirements of the Panel, LGRI reserves the right to waive allor any of conditions 1 to 8 (inclusive) in whole or in part. Each of conditions 1 to 8 (inclusive) and each sub-paragraph within each suchcondition shall be regarded as a separate condition and shall not be limited byreference to any other condition or sub-paragraph. If the Offer lapses, it will cease to be capable of further acceptance andpersons accepting the Offer and LGRI shall thereupon cease to be bound byacceptances submitted before the time the Offer lapses. The Offer will lapse unless all of the conditions relating to the Offer havebeen fulfilled or (if capable of waiver) waived, or, where appropriate, havebeen determined, by LGRI to be and remain satisfied by midnight on the twentyfirst day after the later of: (a) the first closing date of the Offer; or (b) the date on which the Offer becomes or is declared unconditional asto acceptances; or such later date as LGRI may, with the consent of the Panel, decide. LGRIshall be under no obligation to waive or treat as satisfied any condition by adate earlier than the latest date specified above for its satisfactionnotwithstanding that the other conditions of the Offer may, at such earlierdate, have been waived or fulfilled and that there are, at such earlier date, nocircumstances indicating that any such conditions may not be capable offulfilment. If LGRI is required by the Panel to make an offer for Suffolk Life Shares underRule 9 of the Code, LGRI may make such alterations to any of the conditions ofthe Offer set out above, including condition 1, as are necessary to comply withthe provisions of that Rule. Suffolk Life Shares will be acquired by LGRI fully paid and free from all liens,equities, charges, equitable interests, encumbrances, rights of pre-emption andany other third party right and/or interests of any nature whatsoever andtogether with all rights attaching or accruing to them, now or in the future,including voting rights and the right to receive and retain in full alldividends, interest and other distributions (if any) declared, paid or made onor after the Announcement Date. The Offer will not be made, directly or indirectly, in, into or by use of themails of, or by any means or instrumentality (including, without limitation,telephonically, or electronically) of interstate or foreign commerce of, or anyfacilities of a national securities exchange of, the United States, Canada,Australia or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of such jurisdiction. This document does notconstitute an offer in the United States, Canada, Australia or Japan or any suchother jurisdiction and the Offer will not be capable of acceptance by any suchuse, means, instrumentality or facilities or otherwise from or within the UnitedStates, Canada, Australia or Japan or any such other jurisdiction. Accordingly,copies of this document are not being and must not be mailed, transmitted orotherwise distributed in whole or in part, in, into or from the United States,Canada, Australia or Japan or any such other jurisdiction and persons receivingthis announcement (including, without limitation, custodians, nominees andtrustees) must not mail or otherwise forward, distribute or send it in, into orfrom the United States, Canada, Australia or Japan or any such otherjurisdiction. Doing so may render invalid any purported acceptance of the Offer.The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements. The Offer will be governed by English law and be subject to the jurisdiction ofthe English courts, to the terms and conditions set out above and to be set outin the formal Offer Document and related Form of Acceptance. The Offer willcomply with the applicable rules and regulations of the Financial ServicesAuthority and the Code. Appendix 2 Irrevocable Undertakings The following Suffolk Life Shareholders and Suffolk Life Optionholders havegiven irrevocable undertakings to accept the Offer: Shareholder No. No. Share Total As % of As % of Ordinary Options Shareholding Ordinary Fully Shares Share Diluted Capital Share Capital Agnew, Theodore 75,250 - 75,250 2.28% 1.91% Banks, Gordon 200 15,000 15,200 0.01% 0.39% Barker, Alan George 10,886 - 10,886 0.33% 0.28% Barker, Eleanor 116,828 - 116,828 3.53% 2.97% Louise Barker, Helen Mary 24,886 - 24,886 0.75% 0.63%Bunting, Gerald Nigel 160,062 - 160,062 4.84% 4.07%Bunting, Lavinia Mary 40,000 - 40,000 1.21% 1.02% ClaireBurley, Philip George 193,615 - 193,615 5.86% 4.92% Burman, Jason 338 15,000 15,338 0.01% 0.39% Burrage, Kenneth Guy 2,950 - 2,950 0.09% 0.07%Catchpole, Alan Henry 50,000 - 50,000 1.51% 1.27% Catchpole, Henry 145,000 20,000 165,000 4.39% 4.19% Nathaniel Chester, Renata 134,368 15,000 149,368 4.07% 3.79% Angela Karolina Crescent Trustees 85,743 - 85,743 2.59% 2.18% Limited - S301823 (HNC) Crescent Trustees 75,000 - 75,000 2.27% 1.91% Limited - S302807 Crescent Trustees 35,000 - 35,000 1.06% 0.89% Limited - S302884 (AGB) Crichton, OP - 5,000 5,000 0.00% 0.13% Furniss, Ian - 200,000 200,000 0.00% 5.08% Glissing, Clive 12,055 15,000 27,055 0.36% 0.69% Havers, Anthony 3,155 15,000 18,155 0.10% 0.46% Jones, Chris - 80,000 80,000 0.00% 2.03% Judge, Louise 9,828 15,000 24,828 0.30% 0.63% McLaughlin, Andrew 1,437 15,000 16,437 0.04% 0.42% Mitchell, Brian 5,000 - 5,000 0.15% 0.13% George Allen Moret, Anthony John 29,000 125,000 154,000 0.88% 3.91% Newman, Philip John 25,073 15,000 40,073 0.76% 1.02%Poulter, John William 10,000 - 10,000 0.30% 0.25% Sara Foster Pegg 30,196 - 30,196 0.91% 0.77% Settlement (Henry Nathaniel Catchpole and Sara Jennifer Foster Pegg as Trustees) Scott-Barrett, 102,000 - 102,000 3.09% 2.59% Alexander John Weir, Peter Vincent 95,376 15,000 110,376 2.89% 2.80% Wilshaw, Hilary Anna 28,750 - 28,750 0.87% 0.73% Elmes Wilshaw, Robert 57,500 - 57,500 1.74% 1.46% Frederick Heywood Wilson, Rollo 1,000 15,000 16,000 0.03% 0.41% Wilson, Stephen 160,000 - 160,000 4.84% 4.06% Richard Mallett TOTAL 1,720,496 580,000 2,300,496 52.05% 58.43% All of the above undertakings will cease to be binding only if the Offer lapsesor is withdrawn. Appendix 3 Definitions DEFINITIONS The following definitions apply throughout this Announcement, unless the context requires otherwise: 'Accounting Date' 31 December 2007'Announcement' this document'Announcement Date' the date of this Announcement'Australia' Australia, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof'Business Day' a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business'Canada' Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof'Code' The City Code on Takeovers and Mergers'Companies Act' the Companies Act 2006'Disclosed' fairly disclosed by or on behalf of Suffolk Life to LGRI prior to the Announcement Date in the documents and correspondence identified on the agreed form disclosure list in sufficient detail to identify the nature and scope of the matter disclosed'Fenchurch Advisory Partners' Fenchurch Advisory Partners Limited, financial adviser to Suffolk Life'Financial Services Authority' the UK Financial Services Authority'Form of Acceptance' the Form of Acceptance for use by Suffolk Life Shareholders which will accompany the Offer Document'Japan' Japan, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof'LGRI'' Legal & General Retail Investments (Holdings) Limited'LGRI Board' the board of directors of LGRI'LGRI Director' a director of LGRI'Lazard' Lazard & Co., Limited, financial adviser to LGRI and Legal & General'Legal & General' Legal & General Group plc'Legal & General Group' Legal & General and its subsidiary undertakings and where the context permits, each of them'Listing Rules' the listing rules made by the FSA under section 73A of the Financial Services and Markets Act 2000'London Stock Exchange' London Stock Exchange plc or its successor'Offer' the recommended cash offer to be made by LGRI to acquire all the Suffolk Life Shares on the terms and subject to the conditions to be set out in the Offer Document and the Form of Acceptance including, where the context so requires, any subsequent revision, variation, renewal or extension of such offer and includes any election available in connection with it'Offer Document' the formal offer document to be sent to Suffolk Life Shareholders setting out the terms and conditions of the Offer'Offer Value' the aggregate cash value of the total consideration payable by LGRI to Suffolk Life Shareholders and Suffolk Life Optionholders pursuant to the terms of the Offer'Panel' the Panel on Takeovers and Mergers'relevant securities' as the context requires, LGRI Shares and Suffolk Life Shares, other Suffolk Life share capital and any securities convertible into, or exchangeable for, and rights to subscribe for, any of the foregoing'Restricted Jurisdiction' any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure or prosecution if information concerning the Offer is sent or made available to Suffolk Life Shareholders in that jurisdiction'SIPP' Self Invested Personal Pension Plan'subsidiary', 'subsidiary shall be construed in accordance with sections 1159 to 1162 of theundertaking', 'associated Companies Actundertaking' or 'undertaking''Suffolk Life' Suffolk Life Group plc'Suffolk Life Board' the board of directors of Suffolk Life'Suffolk Life Director' a director of Suffolk Life'Suffolk Life Group' Suffolk Life and its subsidiary undertakings and where the context permits, each of them'Suffolk Life Optionholders' holders of options under the Suffolk Life Share Schemes'Suffolk Life Share(s)' the existing unconditionally allotted or issued and fully paid ordinary shares of 100 pence each in the capital of Suffolk Life and any further shares which are unconditionally allotted or issued before the date on which the Offer closes (or such earlier date or dates, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances or, if later, the first closing date of the Offer, as LGRI may decide) but excluding in both cases any such shares held or which become held in treasury'Suffolk Life Shareholders' holders of Suffolk Life Shares'Suffolk Life Share Schemes' the Suffolk Life Unapproved Executive Share Option Scheme and the Suffolk Life Savings Related Employee Share Option Scheme'Third Party Announcement' an announcement: (a) made by a third party, which is not acting in concert with LGRI, of an intention to make an offer (whether or not subject to pre-conditions and howsoever implemented) for the entire ordinary share capital of Suffolk Life, pursuant to Rule 2.5 of the Code; or (b) of any other proposal by Suffolk Life or to Suffolk Life's Shareholders, which involves a change of control of Suffolk Life (other than the acquisition of control by LGRI and/or a person acting in concert with LGRI) or which involves the disposal of any interest in a material part of the business or assets of the Suffolk Life Group or which is otherwise inconsistent with the Offer'Third Party Transactions' the offer, proposal or transaction referred to in a Third Party Announcement'United Kingdom' or the 'UK' the United Kingdom of Great Britain and Northern Ireland and its dependent territories'United States' the United States of America, its possessions and territories, all areas subject to its jurisdiction or any sub-division thereof, any state of the United States of America and the District of Columbia All times referred to are London time unless otherwise stated. CE080790112 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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