17th Jul 2009 15:58
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
17 July 2009
Resolution Limited ("Resolution" or "the Company")
Statement regarding Friends Provident Group plc ("Friends Provident")
Resolution welcomes today's statement by Friends Provident endorsing the benefits of Resolution's consolidation strategy and recognising the value potential to Friends Provident's shareholders of being part of Resolution's plans for the UK life sector.
Resolution also welcomes Friends Provident's willingness to engage in discussions.
Contacts
Temple Bar Advisory (Media enquiries)
Alex Child-Villiers +44 (0) 7795 425580
In accordance with Rule 2.10 of the Code, Resolution confirms that, as at the close of business on 16 July 2009, it had 660,000,000 ordinary shares of no par value each in issue and is admitted to trading on the London Stock Exchange under the ISIN code GG00B3FHW224.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement is not for publication or distribution (directly or indirectly) to US persons or in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia).
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Resolution or of Friends Provident, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any relevant offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Resolution or Friends Provident, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Resolution or of Friends Provident by Resolution or Friends Provident, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Resolution securities
Securities of Resolution have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Accordingly, they may not be offered or sold in the United States, absent registration or an exemption from the registration requirements of the Securities Act. No public offering of securities will be made in the United States. Resolution will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"), and investors will not be entitled to the benefits of that Act. Resolution securities will only be issued to person resident in the United States or who are US Persons (as defined in Regulation S of the Securities Act) in accordance with an exemption from the registration requirements of the Securities Act if they are Qualified Purchasers (as defined in the Investment Company Act).
Publication on Resolution website
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