3rd Jul 2009 07:00
Demerger of the Group's stake in F&C Asset Management plc
3 July 2009
Friends Provident Group plc ("Friends Provident Group") announces that Court approval for the demerger of the Group's stake in F&C Asset Management plc ("F& C") to Shareholders and the related reduction of capital of Friends Provident Group (the "Demerger Reduction") was obtained yesterday. It is intended that the Court order will be registered today by the UK Registrar of Companies. A further announcement will be made once the Court order has been registered.
The Demerger has been structured as a return of capital to Shareholders by Friends Provident Group. The Demerger Reduction will reduce the nominal value of each ordinary share in the capital of Friends Provident Group from 20p to 5p, thereby facilitating the Demerger and also creating approximately £190 million of distributable reserves. The reduction from 20p to 5p is a legal and accounting adjustment and will not of itself have any impact on the market value of Friends Provident Group Shares.
Following registration of the Court order later today, F&C Shares to be received in uncertificated form will be credited to CREST accounts by 8.00 am on 6 July 2009 and F&C Shares to be received in certificated form will be despatched by 17 July 2009.
Under the terms of the Demerger, Shareholders will receive 1 F&C Share for every 10 Friends Provident Group Shares held at 6.00 pm on 2 July 2009. The terms of the Demerger also provide that Shareholders who would receive 250 F&C Shares or fewer pursuant to the Demerger will have such F&C Shares sold on their behalf and will receive the proceeds of sale (the "Cash-out Procedure"). An agreement has been entered into between Friends Provident Group, Goldman Sachs International and J.P. Morgan Cazenove in respect of the sale of F&C shares under the Cash-out Procedure and a further announcement will be made in due course.
Once the Court order has been registered, the Demerger will become effective and Alain Grisay will resign from the board of directors of Friends Provident Group. Mr. Grisay will remain a director of F&C in the role of Chief Executive. Sir Adrian Montague and Trevor Matthews will resign from the board of directors of F&C and will remain the Chairman and Chief Executive Officer of Friends Provident Group, respectively. Gerhard Roggemann is an independent director of Friends Provident Group and a non-executive director of F&C and will remain a director of both companies.
Enquiries:
Friends Provident Group plc
Gordon Ellis (Company Secretary)
+44 (0)845 268 3441Peter Timberlake+44 (0)845 641 7834Chris Ford+44 (0)845 641 7832Richard Everett+44 (0)845 268 4111Goldman Sachs InternationalSimon DingemansPaul Miller+44 (0)20 7774 1000J.P. Morgan CazenoveTim WiseConor Hillery+44 (0)20 7155 2828FinsburyVanessa Neill+44 (0)20 7251 3801Notes and Definitions
Unless otherwise defined, capitalised terms used in this announcement have the same meaning as in the circular sent by Friends Provident plc to Shareholders on 26 May 2009 in connection with the Demerger Reduction.
In total, the Group owns approximately 52 per cent of F&C. Not all of the ordinary shares in F&C which the Group owns will be demerged to Shareholders. The Group will retain an approximate 5.27 per cent holding in F&C in order to sell this stake in the market and to use the proceeds of sale to fund the costs of the Reorganisation, Demerger and Cash-out Procedure.
J.P. Morgan Cazenove Limited is acting exclusively for Friends Provident Group in relation to the Demerger 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 Demerger or the contents of this announcement or any transaction, arrangement or matter referred to herein.
Goldman Sachs International is acting exclusively for Friends Provident Group in relation to the Demerger 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 Demerger or the contents of this announcement 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 shares in F&C in any jurisdiction.
None of the F&C Shares will be, or are required to be, registered under the US Securities Act of 1933 (the ``US Securities Act"). The F&C Shares may not be offered or sold in the United States absent registration under the US Securities Act or an exemption therefrom. No public offering of securities is being made in the United States.
The F&C Shares issued to, or for the benefit of, any resident of Canada pursuant to the Demerger 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 Demerger in their particular circumstances.
F&C ASSET MANAGEMENT PLCRelated Shares:
Fondul Proprietatea