8th Sep 2009 14:27
8 September 2009
Friends Provident Group plc
Recommended acquisition - Posting of Shareholder Circular
FRIENDS PROVIDENT GROUP PLC ("Friends Provident" or the "Company")
Following the announcement made on 11 August 2009, Friends Provident is today posting a circular to shareholders (the "Circular") regarding the recommended acquisition (the "Acquisition") of Friends Provident by Resolution Holdings (UK) Limited, a subsidiary of Resolution Limited ("RSL") by way of a scheme of arrangement under Part 26 of the Companies Act 2006. The Circular should be read in conjunction with the prospectus that RSL expects to publish later today which will be available (other than to certain excluded overseas shareholders) on RSL's website, www.resolution.gg.
Under the Basic Terms of the Acquisition, which are set out in more detail in Parts I and II of the Circular, Friends Provident shareholders are entitled to:
A cash amount of 79.4 pence per share for up to the first 2,500 Friends Provident Shares held; and
0.9 of a New RSL Share for each Friends Provident Share for the remainder of the holding.
Shareholders may elect to receive either further New RSL Shares instead of their cash entitlement or additional cash instead of their New RSL Share entitlement. The total cash available for the Acquisition will not however exceed £500 million.
The Acquisition is to be effected by a Scheme of Arrangement and is subject to Court approval and the approval of shareholders.
The shareholder meetings will be held on 5 October 2009 at The Mermaid Conference & Events Centre, Puddle Dock, Blackfriars, London EC4V 3DB starting at 11.00 a.m.
The Court hearing to sanction the Scheme is expected to be held on 30 October 2009. The Scheme is expected to be implemented on 5 November 2009.
To view the full document, please paste the following URL into the address bar of your browser:
www.friendsprovident.com/acquisition
Enquiries:
Friends Provident Group Plc
Peter Timberlake +44 (0)845 641 7834
Chris Ford +44 (0)845 641 7832
Goldman Sachs International
Simon Dingemans
Paul Miller +44 (0)20 7774 1000
J.P. Morgan Cazenove
Tim Wise
Conor Hillery +44 (0)20 7155 2828
Finsbury Vanessa Neill +44 (0)20 7251 3801
Notes and Definitions
Terms used but not defined herein have the meanings given to them in the Circular.
Goldman Sachs International is acting as financial adviser to Friends Provident and no one else in connection with the Acquisition and will not be responsible to any other person for providing the protections afforded to the clients of Goldman Sachs International nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.
J.P. Morgan Cazenove is acting as financial adviser to Friends Provident and no one else in connection with the Acquisition and will not be responsible to any other person for providing the protections afforded to the clients of J.P. Morgan Cazenove nor for providing advice in relation to the Acquisition or any other matter referred to 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 Limited or of Friends Provident Group plc, 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 the 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 Limited or Friends Provident Group plc, 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 Limited or of Friends Provident Group plc by Resolution Limited or Friends Provident Group plc, 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:
Fondul ProprietateaFLG.L