24th Mar 2006 07:30
Prudential PLC24 March 2006 Not for release, publication or distribution, in whole or in part, in, into or from the United States of America, Australia, Canada or Japan NOT FOR RELEASE UNTIL 07.30 GMT 24 MARCH 2006 COMPULSORY ACQUISITION OF OUTSTANDING EGG PLC SHARES Prudential plc ("Prudential") announces, in relation to the recommended Offerfor the entire issued and to be issued share capital of Egg plc made by LexiconPartners Limited on behalf of Prudential on 19 December 2005, that it hasreceived valid acceptances under the Offer in respect of more than 90 per cent.of the Egg Shares to which the Offer relates. Accordingly, Prudential willshortly implement the procedures set out in sections 428 to 430F (inclusive) ofthe Companies Act 1985 (as amended) to acquire compulsorily those Egg Shares inrespect of which it has not already received valid acceptances under the Offer. The Offer, which remains subject to the terms set out in the Offer Documentdated 19 December 2005, will remain open for acceptances until further notice.The Share Dealing Facility will also remain open for use in accordance with theterms and conditions set out in the Share Dealing Facility Booklet until furthernotice. Defined terms used in this announcement have the same meanings as in the OfferDocument dated 19 December 2005. ENQUIRIES For further information, contact: Egg Shareholder Helpline Tel: 0845 606 0252 (or +44 1903 276 321 from outside the UK) Prudential Media Enquiries Jon Bunn Tel: 020 7548 3559 William Baldwin-Charles Tel: 020 7548 3719 Joanne Doyle Tel: 020 7548 3708 Investor / Analyst Enquiries James Matthews Tel: 020 7548 3561 Marina Novis Tel: 020 7548 3511 Lexicon Partners (financial adviser to Prudential) Tel: 020 7653 6000 Andrew Sibbald Ollie Clayton Lucy Garrett UBS Investment Bank (corporate broker to Prudential) Tel: 020 7568 1000 Phil Shelley George Close-Brooks Egg Media Enquiries Press Office Tel: 020 7526 2600 Emma Byrne Tel: 020 7526 2565 Goldman Sachs International (financial adviser to Egg) Tel: 020 7774 1000 Karen Cook Nick Reid Jonathan Sorrell Lexicon Partners, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for Prudential only in connection withthe Offer and no-one else and will not regard any other person as its client orbe responsible to any person other than Prudential for providing the protectionsafforded to clients of Lexicon Partners nor for providing advice in relation tothe Offer. UBS is acting for Prudential only in connection with the Offer and no-one elseand will not regard any other person as its client or be responsible to anyperson other than Prudential for providing the protections afforded to clientsof UBS nor for providing advice in relation to the Offer. Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for Egg andno-one else in connection with the Offer and is not advising any other personand accordingly will not be responsible to any person other than Egg forproviding the protections afforded to clients of Goldman Sachs International orfor providing advice in relation to the Offer. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities in any jurisdiction. Any acceptanceor other response to the Offer should be made only on the basis of informationcontained in or referred to in the Offer Document and the InformationMemorandum. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. In particular,this announcement should not be distributed, forwarded to or transmitted in orinto the United States of America, Canada, Australia or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws insuch jurisdiction. Unless otherwise determined by Prudential, the Offer is not being made, and willnot be made, directly or indirectly, in or into, or by use of the mails, or byany means or instrumentality (including, without limitation, by means oftelephone, fax, telex or other forms of electronic communication) of interstateor foreign commerce of, or by any facility of a national securities exchange of,the United States of America, Canada, Australia or Japan and is not capable ofacceptance by any such use, means, instrumentality or facility. Accordingly,copies of this announcement, the Offer Document, the Information Memorandum, theForm of Acceptance, the Form of Instruction, the Share Dealing Facility Bookletand any related documents are not being, and must not be, mailed or otherwiseforwarded, transmitted, distributed or sent in, into or from the United Statesof America, Canada, Australia or Japan. Doing so may render invalid anypurported acceptance of the Offer. The availability of the Offer to persons whoare not citizens, nationals or residents of the United Kingdom may be affectedby the laws of their respective jurisdictions. Egg Shareholders who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements of their respective jurisdictions. Further details inrelation to overseas shareholders are contained in the Offer Document andInformation Memorandum which have been posted to Egg Shareholders. The Offer is not an offer of securities for sale in the United States of Americaor in any jurisdiction in which such an offer is unlawful. The New PrudentialShares to be issued in connection with the Offer have not been, nor will theybe, registered under the Securities Act, as amended, or under the securitieslaws of any state of the United States of America and may not be offered or soldin the United States of America, absent registration or an applicable exemptionfrom registration. The relevant clearances have not been, and will not be,obtained from the securities commission or similar authority of any province orterritory of Canada and no prospectus, information memorandum or other documentsrelating to the New Prudential Shares has been or will be filed or registrationmade under any securities laws of any province or territory of Canada nor hasany prospectus, information memorandum or other documents relating to the NewPrudential Shares been, or will be, lodged with, or registered by, theAustralian Securities Investments Commission or the Japanese Ministry of Financeand the New Prudential Shares have not been, and nor will they be, registeredunder or offered in compliance with applicable securities laws of any state,province, territory or jurisdiction of Canada, Australia or Japan. Accordingly,unless an exemption under relevant securities laws is applicable, the NewPrudential Shares may not be offered, sold, resold or delivered, directly orindirectly, in or into Canada, Australia, Japan or any other jurisdiction whereto do so would constitute a violation of the relevant laws of, or requireregistration thereof in, such jurisdiction or to, or for the account or benefitof, a person located in Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Prudential