12th Nov 2007 07:01
Standard Life plc12 November 2007 FOR IMMEDIATE RELEASE Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction 11 November 2007 The Board of Standard Life plc ("Standard Life") announces that it has conducteda thorough review of the terms and structure for a possible revised offer forResolution plc ("Resolution"). A revised structure has been developed that Standard Life is confident could have been implemented with the approval of 50.1% of Resolution shareholders. The Board has also considered the implicationsfor shareholder value that a restructured higher offer would have entailed in order to be successful in the current market conditions. The Board of Standard Life continues to believe that an acquisition ofResolution, together with the sale of certain assets to the Swiss ReinsuranceCompany, has strong commercial logic and would have delivered significantfinancial and operational synergies. However, it has concluded that a revisedoffer would not create sufficient value for Standard Life shareholders at alevel that is likely to be successful. As a result, the Board of Standard Lifehas decided not to increase or restructure its offer in any way and,accordingly, Standard Life does not expect its offer to be implemented. TheBoard of Standard Life has also given notice to terminate its obligations underthe merger agreement with Resolution. Standard Life remains focused on executing its successful organic growthstrategy, building on its market leading positions and delivering strongfinancial returns for its shareholders. 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. Overseas jurisdictions The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and, therefore, anypersons who are subject to the laws of any jurisdiction other than the UnitedKingdom should inform themselves about, and observe, any applicablerequirements. This announcement has been prepared for the purposes of complyingwith English law, the City Code and the Listing Rules and the informationdisclosed may not be the same as that which would have been disclosed if thisannouncement had been prepared in accordance with the laws and regulations ofany jurisdiction outside of England. This announcement is not intended to, and does not constitute, or form part of,an offer to sell, purchase, exchange or subscribe for or a solicitation of anoffer to sell, purchase or exchange any securities or a solicitation of any voteor approval in any jurisdiction. This announcement does not constitute aprospectus or a prospectus equivalent document. Shareholders of Standard Lifeand Resolution are advised to read carefully the formal documentation inrelation to the Offer once it has been despatched. The proposals relating to theOffer will be made solely through the Scheme Document, which will contain thefull terms and conditions of the Offer, including details of how to vote withrespect to the Scheme. Any acceptance or other response to the proposals should be made only on the basis of the information in the Scheme Document. In particular, this announcement is not an offer of securities for sale or asolicitation of any offer to buy securities in the United States and the New Standard Life Shares, which will be issued in connection with the Offer, have notbeen, and will not be, registered under the US Securities Act or under thesecurities law of any state, district or other jurisdiction of the UnitedStates, Australia, Canada or Japan and no regulatory clearance in respect of theNew Standard Life Shares has been, or will be, applied for in any jurisdictionother than the UK. The New Standard Life Shares may not be offered, sold, or,delivered, directly or indirectly, in, into or from the United States withoutregistration under the US Securities Act or an exemption from registration. TheNew Standard Life Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from Canada, Australia or Japan or to, or for the account or benefit of, any resident of Australia, Canada or Japan absent an exemption from registration or an exemptionunder relevant securities law. It is expected that the New Standard Life Shareswill be issued in reliance upon the exemption from the registration requirementsof the US Securities Act provided by Section 3(a)(10) thereof. Under applicableUS securities laws, persons (whether or not US Persons) who are or will be"affiliates" within the meaning of the US Securities Act of Standard Life orResolution prior to, or of the Enlarged Group after, the Effective Date will be subject to certain transfer restrictions relating to the New Standard Life Shares received in connection with the Scheme. The availability of the New Standard Life Shares, the Mix and Match Facility andthe Loan Note Alternative under the terms of the Offer to persons who are notresident in the United Kingdom may be affected by the laws of the relevantjurisdictions in which they are located. Persons who are not resident in theUnited Kingdom should inform themselves of, and observe, any applicablerequirements. The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,and will not be, listed on any stock exchange. Notice to US Investors: The Offer relates to the shares of a UK company and isproposed to be made by means of a scheme of arrangement provided for under thelaws of England and Wales. The Offer is subject to the disclosure requirementsand practices applicable in the United Kingdom to schemes of arrangement, whichdiffer from the disclosure and other requirements of US securities laws.Financial information included in the relevant documentation will have beenprepared in accordance with accounting standards applicable in the UnitedKingdom that may not be comparable to the financial statements of US companies. If the Acquisition is implemented by way of an offer, it will be made inaccordance with the procedural and filing requirements of the US securitieslaws, to the extent applicable. If the Acquisition is implemented by way of anoffer, the New Standard Life Shares to be issued in connection with such offerwill not be registered under the US Securities Act or under the securities lawsof any state, district or other jurisdiction of the United States and may not beoffered, sold or delivered, directly or indirectly, in the United States exceptpursuant to an applicable exemption from, or in a transaction not subject to,the registration requirements of the US Securities Act or such other securitieslaws. Standard Life does not intend to register any such New Standard LifeShares or part thereof in the United States or to conduct a publicoffering of the New Standard Life Shares in the United States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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