13th Jul 2009 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
13 July 2009
Resolution Limited ("Resolution" or "the Company")
Statement regarding Friends Provident Group Plc ("Friends Provident")
The Board of Resolution notes the recent press speculation regarding Friends Provident.
Resolution is a London Stock Exchange listed company, formed with an express mandate for consolidation and restructuring in the financial services industry. Its shareholders include many of the UK's leading investment institutions.
The Company's current focus is on the UK life assurance and asset management sectors. Resolution Operations LLP is assessing possible transactions with a number of UK life assurance companies on behalf of the Company, including both listed and privately-held groups, with a view to achieving consolidation.
The Board of Resolution confirms that it is considering a possible offer for the entire issued (and to be issued) share capital of Friends Provident in connection with this consolidation strategy and has approached the Friends Provident Board in this regard. Although Resolution's proposal was not considered to be acceptable by the Board of Friends Provident, Resolution received constructive feedback from Friends Provident and its advisers and is considering its response.
No decision has been made by Resolution to make an offer for Friends Provident. Any offer that is made by Resolution is likely to be primarily a share exchange offer, but with a partial cash element made available to all Friends Provident shareholders from Resolution's existing cash resources. The Resolution Board recognises that Friends Provident has a broad shareholder base, including retail investors and investors who have a preference for receiving income, and intends to take this into account in formulating any offer and its post-acquisition dividend policy.
Resolution reserves the right to amend any or all elements of its possible offer, including, but not limited to, the amount and mix of consideration between shares and cash.
This announcement does not constitute an offer or invitation to purchase any securities nor an announcement of a firm intention to make an offer under Rule 2.5 of the City Code on Takeovers and Mergers ("the Code"). Accordingly, there can be no certainty that any offer will ultimately be made, nor as to the terms on which any offer would be made. A further announcement will be made if and when appropriate.
In accordance with Rule 2.10 of the Code, Resolution confirms that, as at the close of business on 10 July 2009, it had 660,000,000 ordinary shares of no par value each in issue and is admitted to trading on the London Stock Exchange under the ISIN code GG00B3FHW224.
Contacts
Resolution:
Steve Riley, Investor relations: +44 (0) 20 7016 9085
Temple Bar Advisory:
Alex Child-Villiers, Press relations: +44 (0) 7795 425580
Credit Suisse:
James Leigh-Pemberton +44 (0) 20 7888 8888
Zachary Brech +44 (0) 20 7888 8888
Credit Suisse Securities (Europe) Limited is acting for Resolution and no one else in connection with the matters described in this announcement, and will not be responsible to anyone other than Resolution for providing the protections afforded to clients of Credit Suisse Securities (Europe) Limited or for providing advice in relation to the matters described in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Resolution or of Friends Provident, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any relevant offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Resolution or Friends Provident, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Resolution or of Friends Provident by Resolution or Friends Provident, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Related Shares:
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