26th May 2009 15:29
Friends Provident plc
26 May 2009
Demerger - Posting of Circular
FRIENDS PROVIDENT PLC ("Friends Provident" or the "Company")
Friends Provident plc has today posted a circular to shareholders regarding the Demerger of its 52 per cent holding in F&C Asset Management plc ("F&C").
This follows the announcements made on 31 October 2008, 17 March 2009 and the announcement in connection with the Reorganisation of the group by the insertion of a new holding company, named Friends Provident Group plc ("Friends Provident Group"), on 5 May 2009.
The proposal in summary is a Demerger of the interest in F&C to be effected by a return of capital, through which Friends Provident Group Shareholders will receive one share in F&C for every 10 New Ordinary Shares issued pursuant to the Reorganisation. The record time for the Demerger is 6:00 p.m. on 2 July 2009. Following the Demerger, Friends Provident Group Shareholders will hold F&C Shares directly. This does not take into account the possible application of the Cash-out Procedure. For details of the Cash-out Procedure see paragraph 3 of Part II (Further Information on the Demerger) of the Circular.
The Demerger cannot proceed unless the Reorganisation, announced on 5 May 2009, has become effective. Shareholders voted in favour of the Reorganisation at the meetings held on 21 May 2009 and the process to implement the Reorganisation is continuing.
The Demerger is subject to Court approval and the approval of shareholders.
The shareholders' meeting will be held on 12 June 2009 at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE.
The Court hearing to confirm the Demerger Reduction is expected to be held on 2 July 2009. The Demerger is expected to become effective on 3 July 2009.
The Board has received financial advice in relation to the Proposal from Goldman Sachs International and J.P. Morgan Cazenove Ltd.
To view the full document, please paste the following URL into the address bar of your browser:
www.friendsprovident.com/reports
Enquiries:
Friends Provident Plc
Nick Boakes
+44 (0)845 641 7814
Peter Timberlake
+44 (0)845 641 7834
Chris Ford
+44 (0)845 641 7832
Goldman Sachs International
Simon Dingemans
Paul Miller
+44 (0)20 7774 1000
J.P. Morgan Cazenove
Tim Wise
Conor Hillery
+44 (0)20 7155 2828
Finsbury Vanessa NeillZoe Watt
+44 (0)20 7251 3801
Notes and Definitions
Terms used but not defined herein have the meanings given to them in the Circular.
Circular means the circular to shareholders posted today.
Demerger Reduction means the proposed reduction of capital pursuant to Section 135 of the Companies Act 1985 pursuant to which the capital of Friends Provident Group will be reduced by decreasing the nominal value of each New Ordinary Share from 20 pence to 5 pence. The Demerger Reduction will follow after the Friends Provident Group Reduction is effected, as described in Part II (Explanatory Statement) of the Reorganisation Circular.
F&C Shares means Friends Provident's shareholding in F&C which it is proposing to demerge.
Reorganisation means the proposed insertion of Friends Provident Group as a new holding company of the Group and the Friends Provident Group Reduction, each as described in the announcement of 5 May 2009.
J.P. Morgan Cazenove Limited is acting exclusively for Friends Provident Group in connection with 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 document or any transaction, arrangement or matter referred to herein.
Goldman Sachs International is acting exclusively for Friends Provident Group in connection with 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 document 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 F&C Shares in any jurisdiction. The distribution of this document and the offer of F&C Shares in certain jurisdictions may be restricted by law. No action has been or will be taken to permit the possession or distribution of this document (or any other offering or publicity materials or application form(s) relating to the F&C Shares) in any jurisdiction, other than the UK, where action for that purpose may be required. Accordingly, neither this document, nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Shareholders are advised that 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.
Related Shares:
Fondul Proprietatea