29th Oct 2007 07:01
Standard Life plc29 October 2007 Not for release, publication or distribution, in whole or in part, in or into any jurisidiction where to do so would constitute a violation of the relevant laws of that jurisidiction 29 October 2007 STANDARD LIFE PLC OFFER UPDATE At the request of the UK Takeover Panel (the "Panel"), Standard Life plc isclarifying the following points. Standard Life plc confirms that it has not made a "no increase statement" forthe purposes of the City Code on Takeovers and Mergers (the "Code"). At the request of the Panel, Standard Life will shortly be formally reporting onthe merger benefits statements included in the announcement of its offer forResolution plc on 26 October 2007 (the "Announcement"). As at the date of this announcement, Resolution has not entered into a MergerAgreement with Standard Life pending further discussions between the parties onpossible modifications of the offer structure. Under the terms of the currentDeed Poll entered into by Standard Life, Standard Life has undertaken to behavein all respects in accordance with the provisions of the Merger Agreement as ifit had been entered into by both Standard Life and Resolution. The Deed Pollwill terminate upon the Merger Agreement being entered into by Resolution orwithin 24 hours of Standard Life serving a termination notice on Resolution. In paragraph 19 of the Announcement, reference is made to Standard Life havingagreed, under certain circumstances, to be liable for the Friends ProvidentInducement Fee (as defined in the Announcement). Standard Life confirms this isthe only inducement fee arrangement between Resolution and Standard Life. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of Standard Life or Resolution, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 p.m. (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the Scheme becomes Effective, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends (or if the Acquisitionis implemented by way of an offer, until the date on which such offer becomes,or is declared, unconditional as to acceptances, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends). If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of Standard Life orResolution, they will be deemed to be a single person for the purpose of Rule8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Resolution or Standard Life by Standard Life or Resolution, or byany of their respective "associates", must be disclosed by no later than 12.00noon (London time) on the London business day following the date of the relevanttransaction. 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 are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 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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