23rd Oct 2009 17:08
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
23 October 2009
RESOLUTION LIMITED
Registered Office: Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands
Company Number: 49558
Directorate Appointments
Resolution Limited is pleased to announce the appointment of Sir Mervyn Pedelty and Gerhard Roggemann as independent non-executive directors of Resolution Limited. The appointments are conditional upon and will take effect from completion of the acquisition of Friends Provident Group plc which is expected to occur on 5 November 2009.
Sir Mervyn Pedelty was appointed as an independent non-executive director of Friends Provident in October 2006. He is currently chairman of its With-Profits Committees, a member and former chairman of its Board Nomination Committee and a member of its Audit and Compliance Committee and Remuneration Committee.
Gerhard Roggemann was appointed as an independent non-executive director of Friends Provident in June 2007 and is currently chairman of its Board Risk Committee and a member of its Audit and Compliance and Investment Committees.
Mike Biggs, chairman of Resolution Limited said:
"I am delighted to welcome Sir Mervyn and Gerhard to the Board. Their knowledge of the Friends Provident group and their wealth of experience in the financial services sector generally will be invaluable to Resolution as we move forward with consolidating and restructuring the UK life sector."
Enquiries:
Media Alex Child-Villiers, Temple Bar Advisory +44 (0)7795 425580
Notes to Editors:
Sir Mervyn Pedelty (60) is also currently the Senior Independent Director of Hiscox Limited (and was formerly a director of Hiscox plc, the previous holding company of the Hiscox group), a director of Hiscox Insurance Company Ltd and Chairman of FTSE4Good Policy Committee.
Sir Mervyn was previously at The Co-operative Bank plc, where he was Chief Executive from 1997 to 2004, and also Chief Executive of Co-operative Financial Services Ltd and Co-operative Insurance Society Ltd from 2002 until his retirement in 2004. He was a member of the Department of Work and Pensions Employer Task Force on Pensions which reported in 2004, a former director of the Association of British Insurers and previous member of the Council of the British Bankers' Association and of its Chief Executive's and audit and remuneration committees. Prior to joining The Co-operative Bank, Sir Mervyn was a partner of LEK Consulting, a senior executive of TSB Group plc and a director of TSB Bank plc.
Gerhard Roggemann (61) is also currently Vice Chairman of Hawkpoint Partners Europe, responsible for the development of its German business, and an Independent Director of F&C Asset Management Plc. In Germany, he is Chairman of the Supervisory Board of GP Günter Papenburg AG and Deputy Chairman of the Supervisory Board of Deutsche Bőrse AG.
Gerhard spent much of his professional career with financial services firm, JPMorgan, where his positions included Managing Director of JPMorgan's German branch in Frankfurt and Regional Treasurer Asia Pacific located in Tokyo. He spent a total of 13 years on the management board of two German Landesbanks, joining the executive boards of Norddeutsche Landesbank in 1991, and of Westdeutsche Landesbank (WestLB AG) in 1996. Previous board appointments include AXA Lebensversicherungs AG, AXA Kapitalanlagegesellschaft mbH, Deka Bank, Fresenius AG, Hapag Lloyd AG and VHV Holding AG.
In accordance with Listing Rule 9.6.13R, Resolution Limited confirms that there is no information to be disclosed under paragraphs (2) to (6) (inclusive) of LR 9.6.13R in respect of either Sir Mervyn Pedelty or Gerhard Roggemann.
Resolution Limited's Board is comprised entirely of independent non-executive directors. Resolution Limited intends to continue to enlarge the Board with the appointment of further independent directors in due course.
Further details about Resolution Limited and the acquisition of Friends Provident Group plc, including an expected timetable of principal events, are set out in Resolution Limited's and Friends Provident Group plc's joint announcement of today confirming receipt of the Financial Services Authority's approval of change of control in connection with the acquisition.
This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the acquisition of Friends Provident Group plc or otherwise. The acquisition of Friends Provident Group plc is being made solely by way of the scheme documentation sent to Friends Provident Group plc shareholders which contains the full terms and conditions of the acquisition, including details of how the acquisition may be accepted. Shareholders of Friends Provident Group plc should carefully read the scheme documentation sent to them in its entirety before making any decisions with respect to the acquisition.
Securities in Resolution Limited ("Resolution") to be issued in connection with the acquisition of Friends Provident Group plc will not be and are not required to be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") in reliance on an exemption from registration provided by Section 3(a)(10) of that Act. No public offering of securities in Resolution will be made in the United States. Furthermore, Resolution has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act") pursuant to the exemption provided by Section 3(c)(7) thereof, and investors will not be entitled to the benefits of that Act. Accordingly, securities in Resolution will be issued to, or for the account or benefit of, persons located within the United States and to, or for the account or benefit of, US Persons (as defined in Regulation S under the U.S. Securities Act) only if such persons have demonstrated that they are Qualified Purchasers (as defined in section 2(a)(51) of the US Investment Company Act). In respect of persons located in the United States or who are US Persons (as defined in Regulation S under the U.S. Securities Act) that are not Qualified Purchasers, Resolution will reserve the right to have the Resolution securities to which such persons would otherwise be entitled in connection with the acquisition of Friends Provident Group plc sold in the market on their behalf, in which case they will receive a cash sum from the proceeds of such sale.
A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on Resolution's website at www.resolution.gg.
Related Shares:
FLG.LFondul Proprietatea