29th Oct 2007 07:00
Resolution PLC29 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 29 October 2007 RESOLUTION - UPDATE ON OFFERS Resolution plc ("Resolution") notes the announcements on behalf of Pearl GroupLimited ("Pearl") on 26 October 2007 and by Standard Life plc ("Standard Life")on 28 October 2007 confirming their ongoing interest in the acquisition ofResolution. The Pearl offer involves the break-up of the Resolution Group withits consortium partner The Royal London Mutual Insurance Society Limited ("RoyalLondon") and the Standard Life offer involves the break-up of the ResolutionGroup with its consortium partner Swiss Reinsurance Company ("Swiss Re"). Resolution believes that the status of the competing offers is as follows: • The Pearl/Royal London consortium is offering 720 pence per Resolution share wholly in cash and has indicated a preference to implement its increased offer on a recommended basis by way of a scheme of arrangement. • The Standard Life/Swiss Re consortium is offering 517 pence plus 0.715 Standard Life shares per Resolution share and its offer would need to be implemented by a scheme of arrangement. The Resolution Board will only recommend a transaction which it believes willprovide suitable value and is capable of being implemented. In light of thefact that Pearl now holds approximately 24 per cent. of Resolution's issuedshare capital, Resolution does not believe that the offer from the Standard Life/Swiss Re consortium is capable of being implemented without the support ofPearl. Consequently the Board has withdrawn its recommendation of the StandardLife/Swiss Re offer in its current form. Resolution notes the statement by Standard Life that its consortium is reviewingalternative structures for achieving the implementation of the objectives of thetransaction with the approval of a simple majority of Resolution shareholders,without the requirement for a special resolution or other 75 per cent. vote ofResolution shareholders. Resolution continues to see real strategic benefit in the combination ofResolution and Standard Life and believes the potential value of the stockcomponent provided by a re-structured Standard Life/Swiss Re offer could beattractive to Resolution shareholders. Accordingly, Resolution will seek to engage in discussions with both of theconsortia to discuss, amongst other matters, the value of the offers,transaction structuring and plans for Resolution's business, with a view toestablishing an offer which can be recommended to Resolution's shareholders. Resolution will continue to consult with shareholders in relation to the offersby the two consortia. In the meantime, the Resolution Board unanimouslyrecommends that shareholders take no action and await a further announcement. 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 Standard Life plc 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 Standard Life or Resolution, they will be deemed to be a singleperson 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 Standard Life or of Standard Life by Resolution, orby any of their respective 'associates', must be disclosed by no later than12.00 noon (London time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of the companies inwhose 'relevant securities' 'dealings' should be disclosed, and the number ofsuch securities in issue, can be found on the Takeover Panel's website atwww.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:
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