6th Jul 2009 11:52
Friends Provident Group plc
6 July 2009
Placing in connection with the Demerger of F&C Asset Management plc - Placing complete
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Further to the announcement made at 7.00 am this morning regarding the placing of shares in F&C Asset Management plc ("F&C") in connection with the Demerger (the "Placing"), Friends Provident Group plc is pleased to announce that the Placing is now complete. A total of 58,079,518 shares in F&C have been placed at a price of 62 pence per share (the "Placing Price").
The Placing Price is the amount per share each Shareholder will receive for F&C shares sold on their behalf under the Cash-out Procedure (as described further in the announcement made at 7.00 am today). It is expected that cheques in respect of the proceeds of sale will be despatched to Shareholders within eight business days.
Based on the Placing Price, the gross proceeds of the Placing are approximately £36 million. The placed shares comprise approximately 11.7 per cent of the total issued share capital of F&C.
Goldman Sachs International and J.P. Morgan Cazenove are acting as Joint Bookrunners on the Placing.
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 DingemansJim Wight+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.
J.P. Morgan Cazenove Limited is acting exclusively for Friends Provident Group in relation to the Demerger and Cash-out Procedure 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, the Cash-out Procedure 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 Cash-out Procedure 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, the Cash-out Procedure or the contents of this announcement or any transaction, arrangement or matter referred to herein.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Goldman Sachs International or J.P. Morgan Cazenove or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement, and any liability therefore is expressly disclaimed.
The distribution of this announcement and the offering of the F&C shares the subject of the Placing in certain jurisdictions may be restricted by law. No action has been taken by Friends Provident Group plc, Goldman Sachs International or J.P. Morgan Cazenove Limited that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Friends Provident Group plc, Goldman Sachs International and J.P. Morgan Cazenove Limited to inform themselves about, and to observe, such restrictions.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE 'PROSPECTUS DIRECTIVE')); (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND PERSONS WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'); (II) PERSONS FALLING WITHIN ARTICLE 49(2) (A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN F&C.
This announcement is for information only and 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.
This announcement is not for distribution, directly or indirectly, in or into the United States, Canada or any other jurisdiction in which offers or sales would be prohibited by applicable law. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.
None of the F&C Shares have been, nor will be, registered under the US Securities Act of 1933. 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.
mapperRelated Shares:
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