15th Oct 2007 16:21
Conversion of securities and treasury shares
15 October 2007
On 15 October 2007, Friends Provident plc (the `Company') transferred 233,822 treasury shares from the Treasury Shares Account to option holders of the Friends Provident plc ShareSave Scheme.
In addition, the Company increased its issued share capital by the creation of 146,198 new ordinary shares of 10p each, credited as fully paid, following the conversion of ‚£250,000 nominal of the Company's 5.25% Convertible Bonds due 2007 (the Bonds). Application has been made to the UK Listing Authority for admission of such shares to the Official List and to the London Stock Exchange for admission to trading. It is expected that the admission will become effective and dealings in such shares will commence on Thursday, 18 October 2007.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Friends Provident or Resolution plc ("Resolution") all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances (or, if implemented by a scheme of arrangement, such scheme becomes effective), lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Friends Provident or Resolution, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Resolution by Friends Provident or of Friends Provident by Resolution, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Takeover Panel.
Enquiries: Gordon Ellis, Company Secretary 01306 653087
FRIENDS PROVIDENT PLCRelated Shares:
Fondul Proprietatea