11th Apr 2008 07:00
Legal & General Group Plc11 April 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Recommended Cash Offer by Legal & General Retail Investments (Holdings) Limited ("LGRI"), a wholly-owned subsidiary of Legal & General Group Plc ("Legal & General") for 100 per cent. of Suffolk Life Group plc ("Suffolk Life") On 20 March 2008, LGRI, a wholly owned subsidiary of Legal & General, announceda cash offer for the entire issued and to be issued share capital of SuffolkLife at a price of £15.75 per Suffolk Life Share. The terms of the Offer valuethe entire issued and to be issued share capital of Suffolk Life atapproximately £62 million. The Board of LGRI announces that the Offer Document and Form of Acceptancerelating to the Offer are being posted to Suffolk Life Shareholders (and, forinformation purposes only, to Suffolk Life Optionholders) today. The Offer will be open for acceptances until 1.00 p.m. (London time) on 6 May2008 unless the period for acceptance is extended by LGRI. The Financial Services Authority has given its approval for the acquisition ofcontrol of Suffolk Life by a member of the Legal & General Group. The full termsand conditions of the Offer (including details of how the Offer may be accepted)are set out in the Offer Document and the Form of Acceptance accompanying theOffer Document. Copies of the Offer Document and the Form of Acceptance will be available forcollection during normal business hours only on any weekday (excluding publicholidays) after the date of this announcement from Capita Registrars atCorporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TUwhile the Offer remains open for acceptance. These additional documents can alsobe obtained by contacting Capita Registrars on 0871 664 0321 or if calling fromoutside the UK, +44 20 8639 3399. Calls to the Capita Registrars 0871 664 0321number are charged at 10 pence per minute (including VAT) plus any of yourservice provider's network extras. Calls to the Capita Registrars +44 20 86393399 number from outside the UK are charged at applicable international rates.Different charges may apply to calls made from mobile telephones and calls maybe recorded and monitored randomly for security and training purposes. CapitaRegistrars cannot provide advice on the merits of the Offer nor give anyfinancial, legal or tax advice. Terms used in this announcement shall have the same meaning given to them in theOffer Document. Enquiries: Legal & General Investors:Jonathan Maddock Head of Investor Relations +44 (0) 20 3124 2150Nicola Marshall Investor Relations Manager +44 (0)20 3124 2151 Media:John Godfrey Group Communications Director +44 (0)20 3124 2090Richard King Head of Media Relations +44 (0)20 3124 2095Anthony Carlisle Citigate Dewe Rogerson +44 (0)7973 611888 Lazard +44 (0)20 7187 2000(financial adviser to Legal & General)Jon HackSandor de Jasay Suffolk LifeHenry Catchpole Chief Executive +44 (0)870 414 7000 Fenchurch Advisory Partners +44 (0)20 7382 2222(financial adviser to Suffolk Life)Malik Karim Graham Marchant Financial Dynamics +44 (0)20 7831 3113(PR adviser to Suffolk Life)Louise DolanNick Henderson This Announcement is not intended to and does not constitute or form any part ofany offer, invitation or the solicitation of an offer to purchase, subscribe foror otherwise acquire, sell or dispose of, any securities pursuant to the Offeror otherwise. The Offer will be made solely by the Offer Document and Form ofAcceptance, when issued, which will contain the full terms and conditions of theOffer, including details of how the Offer may be accepted. Lazard, which is authorised and regulated by the Financial Services Authority inthe UK, is acting for LGRI and Legal & General in connection with the Offer andno-one else and will not be responsible to anyone other than LGRI and Legal &General for providing the protections afforded to clients of Lazard or forproviding advice in relation to the Offer. Fenchurch Advisory Partners, which is authorised and regulated by the FinancialServices Authority in the UK, is acting for Suffolk Life and no one else inconnection with the Offer and will not be responsible to any person other thanSuffolk Life for providing the protections afforded to clients of FenchurchAdvisory Partners or for providing advice in relation to the Offer. This Announcement has been prepared in accordance with English law and the Codeand information disclosed may not be the same as that which would have beenprepared in accordance with the law of jurisdictions outside England. The Offer will be subject to the applicable rules and regulations of theFinancial Services Authority, the London Stock Exchange and the Code. Thedistribution of this Announcement in jurisdictions other than the United Kingdomand the availability of the Offer to Suffolk Life Shareholders who are notresident in the United Kingdom may be affected by the laws of relevantjurisdictions. Therefore, any persons who are subject to the laws of anyjurisdiction other than the United Kingdom or Suffolk Life Shareholders who arenot resident in the United Kingdom will need to inform themselves about, andobserve, any applicable requirements. Unless otherwise determined by LGRI or required by the Code and permitted byapplicable law and regulation, the Offer is not being, and will not be made,directly or indirectly, in or into or by use of the mails of, or by any othermeans or instrumentality (including, without limitation, facsimile transmission,telex, telephone, internet or other forms of electronic transmission) ofinter-state or foreign commerce of, or any facility of a national, state orother securities exchange of, the United States or any other RestrictedJurisdiction, and will not be capable of acceptance by any such use, means,instrumentality or facility or from within the United States, or any otherRestricted Jurisdiction. Accordingly, unless otherwise determined by LGRI orrequired by the Code and permitted by applicable law and regulation, copies ofthis Announcement are not being, and must not be, directly or indirectly,mailed, transmitted or otherwise forwarded, distributed or sent in, into or fromthe United States or any other Restricted Jurisdiction, and persons receivingthis Announcement (including, without limitation, custodians, nominees andtrustees) must not mail, or otherwise, forward, distribute or send it in, intoor from such jurisdiction. Any persons (including without limitation, any custodian, nominee and trustee)who would, or otherwise intends to, or may have a contractual or legalobligation to, forward this Announcement, and/or the Offer Document, and/or anyother related document to any jurisdiction outside the United Kingdom shouldinform themselves of, and observe, any applicable legal or regulatoryrequirements of their jurisdiction. Nothing in this Announcement is intended, or is to be construed, as a forecast,projection or estimate of the future financial performance of Suffolk Life, LGRIor Legal & General Group. Cautionary statement regarding forward-looking statements This Announcement, including information included or incorporated by referencein this Announcement may contain forward-looking statements concerning LGRI,Legal & General Group and/or Suffolk Life. Generally the words 'will', 'may','should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similarexpressions identify forward-looking statements. The forward-looking statementsinvolve risks and uncertainties that could cause actual results to differmaterially from those suggested by them. Many of these risks and uncertaintiesrelate to factors that are beyond the companies' abilities to control orestimate precisely, such as future market conditions and the behaviours of othermarket participants, and therefore undue reliance should not be placed on suchstatements which speak only as at the date of this Announcement. LGRI, Legal &General and Suffolk Life assume no obligation and do not intend to update theseforward-looking statements, except as required pursuant to applicable law. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Suffolk Life, all 'dealings' in any 'relevantsecurities' of that company (including by means of an option in respect of, or aderivative referenced to, any such 'relevant securities') must be publiclydisclosed by no later than 3.30 p.m. (London time) on the Business Day followingthe date of the relevant transaction. This requirement will continue until thedate on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the 'Offer Period'otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an 'interest' in 'relevantsecurities' of Suffolk Life, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of Suffolk Life by LGRI or Suffolk Life, or by any of theirrespective 'associates', must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Panel's website at 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 in this section (Dealing Disclosure Requirements) aredefined in the Code, which can also be found on the Panel's website. If you arein any doubt as to whether or not you are required to disclose a 'dealing' underRule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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