9th Oct 2007 07:01
Friends Provident PLC09 October 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION For immediate release8 October 2007 FRIENDS PROVIDENT PLC AND RESOLUTION PLC: PUBLICATION OF SHAREHOLDER DOCUMENTATION Friends Provident and Resolution are pleased to announce that the Prospectus andScheme Circular are now available at www.friendsprovident.com/merger and theProspectus and Class 1 Circular are now available at www.resolutionplc.com. Copies of the Scheme Circular, Class 1 Circular and Prospectus are available forinspection during normal business hours on Monday to Friday each week (publicholidays excepted) from now until the Effective Date of the Scheme, which isexpected to be 29 November 2007, at the registered office of Resolution plc,Juxon House, 100 St Paul's Churchyard, London EC4M 8BU and at the offices ofHerbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS. Copies ofthe Scheme Circular and Prospectus are available for inspection during normalbusiness hours on Monday to Friday each week (public holidays excepted) from nowuntil the Effective Date of the Scheme, which is expected to be 29 November 2007,at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ. Copies of the documentation will be made available free of charge upon request. In addition, the Scheme Circular, Class 1 Circular and Prospectus are availablefor inspection at the UK Listing Authority's Document Viewing Facility at theFinancial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS. Defined terms used in this announcement are the same as those used in the RNSannouncement of 10 September 2007 unless otherwise stated. Enquiries: Friends Provident Resolution+44 (0)845 641 7832 +44 (0)20 7489 4880Philip Moore Clive CowderyNick Boakes Mike Biggs Steve Riley JPMorgan Cazenove Lazard+44 (0)20 7588 2828 +44 (0)20 7187 2000Tim Wise Jon HackConor Hillery Edmund Dilger Goldman Sachs Citi+44 (0)20 7774 1000 +44 (0)20 7986 4000Simon Dingemans Chris Jillings Andrew Thompson Finsbury Temple Bar Advisory+44 (0)20 7251 3801 +44 (0)20 7002 1080James Murgatroyd Alex Child-VilliersVanessa Neill Tom AllisonAlex Simmons JPMorgan Cazenove Limited ("JPMorgan Cazenove") is acting as financial adviserto Friends Provident and no one else in connection with the merger and will notbe responsible to any other person for providing the protections afforded to theclients of JPMorgan Cazenove nor for providing advice in relation to the mergeror any other matter referred to in this announcement. Goldman Sachs International ("Goldman Sachs") is acting as financial adviser toFriends Provident and no one else in connection with the merger and will not beresponsible to any other person for providing the protections afforded to theclients of Goldman Sachs nor for providing advice in relation to the merger orany other matter referred to in this announcement. Lazard & Co., Limited ("Lazard") is acting as financial adviser to Resolutionand no one else in connection with the merger and will not be responsible to anyother person for providing the protections afforded to the clients of Lazard norfor providing advice in relation to the merger or any other matter referred toin this announcement. Citigroup Global Markets Limited ("Citi") is acting as financial adviser toResolution and no one else in connection with the merger and will not beresponsible to any other person for providing the protections afforded to theclients of Citi nor for providing advice in relation to the merger or any othermatter referred to in this announcement. Overseas jurisdictions The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Thisannouncement has been prepared for the purposes of complying with English law,the City Code and the Listing Rules and the information disclosed may not be thesame as that which would have been disclosed if this announcement had beenprepared in accordance with the laws and regulations of any jurisdiction outsideof England. This announcement is not intended to, and does not constitute, or form part of,an offer to sell, purchase or exchange or the solicitation of an offer to sell,purchase or exchange any securities or the solicitation of any vote or approvalin any jurisdiction. This announcement does not constitute a prospectus or aprospectus equivalent document. Shareholders of Friends Provident and Resolutionare advised to read carefully the formal documentation in relation to the mergeronce it has been despatched. The proposals relating to the merger will be madesolely through the Scheme Document, which will contain the full terms andconditions of the merger, including details of how to vote with respect to theScheme. Any acceptance or other response to the proposals should be made only onthe basis of the information in the Scheme Document. In particular, this announcement is not an offer of securities for sale in theUnited States and the New Friends Financial Shares, which will be issued inconnection with the merger, have not been, and will not be, registered under theUS Securities Act of 1933 as amended (the "US Securities Act") or under thesecurities law of any state, district or other jurisdiction of the UnitedStates, Australia, Canada or Japan and no regulatory clearance in respect of theNew Friends Financial Shares has been, or will be, applied for in anyjurisdiction other than the UK. The New Friends Financial Shares may not beoffered, sold, or, delivered, directly or indirectly, in, into or from theUnited States absent registration under the US Securities Act or an exemptionfrom registration. The New Friends Financial Shares may not be offered, sold,resold, delivered or distributed, directly or indirectly, in, into or fromCanada, Australia or Japan or to, or for the account or benefit of, any residentof Australia, Canada or Japan absent an exemption from registration or anexemption under relevant securities law. It is expected that the New FriendsFinancial Shares will be issued in reliance upon the exemption from theregistration requirements of the US Securities Act provided by Section 3(a)(10)thereof. Under applicable US securities laws, persons (whether or not USpersons) who are or will be "affiliates" within the meaning of the US SecuritiesAct of Friends Provident or Resolution prior to, or of Friends Financial after,the Effective Date will be subject to certain transfer restrictions relating tothe New Friends Financial Shares received in connection with the Scheme. Notice to US Investors: The merger relates to the shares of a UK company and isproposed to be made by means of a scheme of arrangement provided for under thelaws of England and Wales. The merger is subject to the disclosure requirementsand practices applicable in the United Kingdom to schemes of arrangement, whichdiffer from the disclosure and other requirements of US securities laws.Financial information included in the relevant documentation will have beenprepared in accordance with accounting standards applicable in the UnitedKingdom that may not be comparable to the financial statements of US companies. If the merger is implemented by way of an offer, it will be made in accordancewith the procedural and filing requirements of the US securities laws, to theextent applicable. If the merger is implemented by way of an offer, the NewFriends Financial Shares to be issued in connection with such offer will not beregistered under the US Securities Act or under the securities laws of anystate, district or other jurisdiction of the United States and may not beoffered, sold or delivered, directly or indirectly, in the United States exceptpursuant to an applicable exemption from, or in a transaction not subject to,the registration requirements of the US Securities Act or such other securitieslaws. Resolution does not intend to register any such New Friends FinancialShares or part thereof in the United States or to conduct a public offering ofthe New Friends Financial Shares in the United States. Dealing disclosure requirements Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Resolution by Friends Provident or of Friends Provident byResolution, or by any of their respective "associates", must be disclosed by nolater than 12.00 noon (London time) on the London business day following thedate of the relevant transaction. A disclosure table, giving details of thecompanies in whose "relevant securities" "dealings" should be disclosed, and thenumber of such securities in issue, can be found on the Takeover Panel's websiteat www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Takeover Panel's website. If you are in any doubt as to whether or notyou are required to disclose a "dealing" under Rule 8, you should consult theTakeover Panel. Forward looking statements This announcement may contain forward looking statements that are based oncurrent expectations or beliefs, as well as assumptions about future events.Generally, the words "will", "may", "should", "continue", "believes", "expects","intends", "anticipates" or similar expressions identify forward-lookingstatements. These statements are based on the current expectations of managementand are naturally subject to risks, uncertainties and changes in circumstances.Undue reliance should not be placed on any such statements because, by theirvery nature, they are subject to known and unknown risks and uncertainties andcan be affected by other factors that could cause actual results, andmanagement's plans and objectives, to differ materially from those expressed orimplied in the forward looking statements. There are several factors which couldcause actual results to differ materially from those expressed or implied inforward looking statements. Among the factors that could cause actual results todiffer materially from those described in the forward looking statements are theability to combine successfully the businesses of Friends Provident andResolution and to realise expected synergies from that combination, changes inthe global, political, economic, business, competitive, market and regulatoryforces, future exchange and interest rates, changes in tax rates and futurebusiness combinations or dispositions. Neither Friends Provident nor Resolutionundertakes any obligation (except as required by the Listing Rules and theDisclosure and Transparency Rules and the rules of the London Stock Exchange) torevise or update any forward looking statement contained in this announcement,regardless of whether that statement is affected as a result of new information,future events or otherwise. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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