26th Oct 2007 11:40
Resolution PLC26 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 release 26 October 2007 RESOLUTION PLC ("RESOLUTION") - Offer from Standard Life Standard Life plc ("Standard Life") has this morning announced the terms of anoffer for Resolution of 517 pence in cash and 0.715 Standard Life shares foreach Resolution share. The Board of Resolution has recommended this offer as it believes that thisbusiness combination represents an attractive balance for Resolutionshareholders who will receive a substantial proportion of their investment incash while retaining an equity interest in the value expected to be deliveredfrom the enlarged Standard Life group. As a result Resolution has withdrawn itsrecommendation of the merger with Friends Provident plc ("Friends Provident"). Resolution expects to be required to pay a break fee of approximately £49million to Friends Provident. Standard Life has agreed to reimburse the value ofthe break fee to Resolution, subject to the offer for Resolution completing. Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Friends Provident or Resolution 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 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which any offer becomes, or is declared, unconditional as toacceptances (or, if implemented by a scheme of arrangement, such scheme becomeseffective), lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Friends Provident or Resolution, they will be deemed to be asingle person for the purpose of Rule 8.3. 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Fondul ProprietateaSLA.L