27th Jul 2009 15:14
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
27 July 2009
Resolution Limited ("Resolution")
Update on Friends Provident Group plc ("Friends Provident")
Following Friends Provident's announcement this morning, Resolution is considering its position on the relative attraction of Friends Provident, as compared to other opportunities within the expected wider consolidation of the UK life sector, and will be further consulting with shareholders.
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 Code. Accordingly, there can be no certainty that any offer will ultimately be made nor to the terms on which any offer would be made. A further announcement will be made if and when appropriate.
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Contacts Temple Bar Advisory: |
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Alex Child-Villiers, Press enquiries |
+44 (0) 7795 425580 |
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Resolution: |
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Steve Riley, Investor relations: |
+44 (0) 20 7016 9085 |
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Credit Suisse: |
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James Leigh-Pemberton |
+44 (0) 20 7888 8888 |
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Lazard: Will Samuel |
+44 (0) 20 7187 2000 |
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Credit Suisse Securities (Europe) Limited and Lazard & Co., Limited are 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 and Lazard & Co., Limited or for providing advice in relation to the matters described in this announcement.
To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, the Offeror or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Resolution and Friends Provident, other than pursuant to any Possible Offer, before or during the period in which any Possible Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Credit Suisse Securities (Europe) Limited and Lazard & Co., Limited and its respective affiliates will continue to act as exempt principal traders in Resolution and Friends Provident shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed to the Panel on Takeovers and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement is not for publication or distribution (directly or indirectly) to US persons or in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia).
If the Possible Offer is implemented, such offer will not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Resolution regards as unduly onerous (a "Restricted Jurisdiction") and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Resolution, copies of this announcement and any documentation relating to the Possible Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of any such offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other documentation relating to the Possible Offer to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction.
This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.
Resolution securities
Securities of Resolution have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Accordingly, they may not be offered or sold in the United States, absent registration or an exemption from the registration requirements of the Securities Act. No public offering of securities will be made in the United States. Resolution will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"), and investors will not be entitled to the benefits of that Act. Resolution securities will only be issued to persons resident in the United States or who are US Persons (as defined in Regulation S of the Securities Act) in accordance with an exemption from the registration requirements of the Securities Act if they are Qualified Purchasers (as defined in the Investment Company Act).
Publication on Resolution website
A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on Resolution's website at www.resolution.gg.
Related Shares:
FLG.LFondul Proprietatea