6th Jul 2009 07:01
Placing in connection with the Demerger of F&C Asset Management plc
6 July 2009
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
As mentioned in the 3 July announcement regarding the demerger of Friends Provident Group plc's stake in F&C Asset Management plc (the "Demerger"), Shareholders who would receive 250 F&C Shares or fewer pursuant to the Demerger (and who have not previously elected otherwise) will have such F&C Shares sold on their behalf and will receive the proceeds of sale (the "Cash-out Procedure").
Additionally, Friends Provident Group will sell its remaining shares in F&C in order to fund the costs of the Reorganisation, the Demerger and the Cash-out Procedure. The proceeds of sale of aggregated fractional entitlements to F&C Shares will also be put towards these costs.
Together, 58,079,518 shares in F&C (comprising approximately 11.7 per cent of F&C's issued share capital) are being sold by means of a market book build process commencing immediately and expected to close today. Goldman Sachs International and J.P. Morgan Cazenove are acting as Joint Bookrunners on the sale.
Enquiries:
Friends Provident Group plc
Gordon Ellis (Company Secretary)
+44 (0)845 268 3441
Peter Timberlake
+44 (0)845 641 7834
Chris Ford
+44 (0)845 641 7832
Richard Everett
+44 (0)845 268 4111
Goldman Sachs International
Simon Dingemans
Jim Wight
+44 (0)20 7774 1000
J.P. Morgan Cazenove
Tim Wise
Conor Hillery
+44 (0)20 7155 2828
Finsbury Vanessa Neill
+44 (0)20 7251 3801
Notes 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.
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 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.
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 will be, or are required to 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.
Related Shares:
Fondul Proprietatea