19th Dec 2005 14:35
Prudential PLC19 December 2005 Not for release, publication or distribution, in whole or in part, in, into or from the United States of America, Australia, Canada or Japan 19 DECEMBER 2005 RECOMMENDED OFFER BY PRUDENTIAL PLC FOR THE SHARES OF EGG PLC NOT ALREADY OWNED BY PRUDENTIAL Posting of Offer Documentation Further to the announcement made on 1 December 2005, Prudential announces thatthe Offer Document, containing the full terms and condition of the recommendedOffer being made by Lexicon Partners on behalf of Prudential for the issued andto be issued shares of Egg not already owned by the Prudential Group, is beingposted to Egg Shareholders today, together with the Form of Acceptance and, inthe case of Egg Share Account Shareholders, a Form of Instruction. An Information Memorandum containing information relating to Prudential and theNew Prudential Shares being offered to Egg Shareholders which is regarded by theFSA as being equivalent to that of a prospectus, has also been sent to EggShareholders. If you hold Egg Shares in certificated form, to accept the Offer, the Form ofAcceptance should be completed, signed and witnessed and returned as soon aspossible and, in any event, so as to be received by Lloyds TSB Registrars by nolater than 1.00 p.m. (London Time) on 20 January 2006. If you are an Egg Share Account Shareholder, to instruct the Corporate Nomineeto accept the Offer on your behalf, the Form of Instruction should be completed,signed and witnessed and returned as soon as possible and, in any event, so asto be received by Lloyds TSB Registrars by no later than 1.00 p.m. (London Time)on 20 January 2006. If you hold Egg Shares in uncertificated form (that is, CREST), to accept theOffer, an electronic acceptance should be sent through CREST so that the TTEinstruction settles as soon as possible and, in any event, by no later than 1.00p.m. (London Time) on 20 January 2006. If you hold Egg Shares as a CRESTsponsored member, you should refer to your CREST sponsor as only your CRESTsponsor will be able to send the necessary TTE instruction to CREST. Terms used in this announcement shall have the same meaning as those used in theOffer Document. ENQUIRIES For further information, contact:Egg Shareholder Helpline Tel: 0845 606 0252 (or +44 1903 276 321 from outside the UK) Lexicon Partners Tel: 020 7653 6000Andrew SibbaldOllie ClaytonLucy Garrett UBS Investment Bank Tel: 020 7568 1000Phil ShelleyGeorge Close-Brooks This announcement does not constitute an offer or an invitation to purchase anysecurities. Lexicon Partners, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for Prudential only in connection withthe Offer and no-one else and will not regard any other person as its client orbe responsible to any person other than Prudential for providing the protectionsafforded to clients of Lexicon Partners nor for providing advice in relation tothe Offer. UBS is acting for Prudential only in connection with the Offer and no-one elseand will not regard any other person as its client or be responsible to anyperson other than Prudential for providing the protections afforded to clientsof UBS nor for providing advice in relation to the Offer. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities in any jurisdiction. Any acceptanceor other response to the Offer should be made only on the basis of informationcontained in or referred to in the Offer Document and the InformationMemorandum. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. In particular,this announcement should not be distributed, forwarded to or transmitted in orinto the United States of America, Canada, Australia or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws insuch jurisdiction. Unless otherwise determined by Prudential, the Offer is not being made, and willnot be made, directly or indirectly, in or into, or by use of the mails, or byany means or instrumentality (including, without limitation, by means oftelephone, fax, telex or other forms of electronic communication) of interstateor foreign commerce of, or by any facility of a national securities exchange of,the United States of America, Canada, Australia or Japan and is not capable ofacceptance by any such use, means, instrumentality or facility. Accordingly,copies of this announcement, the Offer Document, the Information Memorandum, theForm of Acceptance, the Form of Instruction, the Share Dealing Facility Bookletand any related documents are not being, and must not be, mailed or otherwiseforwarded, transmitted, distributed or sent in, into or from the United Statesof America, Canada, Australia or Japan. Doing so may render invalid anypurported acceptance of the Offer. The availability of the Offer to persons whoare not citizens, nationals or residents of the United Kingdom may be affectedby the laws of their respective jurisdictions. Egg Shareholders who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements of their respective jurisdictions. Further details inrelation to overseas shareholders are contained in the Offer Document andInformation Memorandum which is being posted today to Egg Shareholders. The Offer is not an offer of securities for sale in the United States of Americaor in any jurisdiction in which such an offer is unlawful. The New PrudentialShares to be issued in connection with the Offer have not been, nor will theybe, registered under the Securities Act, as amended, or under the securitieslaws of any state of the United States of America and may not be offered or soldin the United States of America, absent registration or an applicable exemptionfrom registration. The relevant clearances have not been, and will not be,obtained from the securities commission or similar authority of any province orterritory of Canada and no prospectus, information memorandum or other documentsrelating to the New Prudential Shares has been or will be filed or registrationmade under any securities laws of any province or territory of Canada nor hasany prospectus, information memorandum or other documents relating to the NewPrudential Shares been, or will be, lodged with, or registered by, theAustralian Securities Investments Commission or the Japanese Ministry of Financeand the New Prudential Shares have not been, and nor will they be, registeredunder or offered in compliance with applicable securities laws of any state,province, territory or jurisdiction of Canada, Australia or Japan. Accordingly,unless an exemption under relevant securities laws is applicable, the NewPrudential Shares may not be offered, sold, resold or delivered, directly orindirectly, in or into Canada, Australia, Japan or any other jurisdiction whereto do so would constitute a violation of the relevant laws of, or requireregistration thereof in, such jurisdiction or to, or for the account or benefitof, a person located in Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Prudential