8th Sep 2009 14:40
Resolution Limited ("RSL" or the "Company")
8 September 2009
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
Posting of Circular and Publication of Prospectus
On 11 August 2009, the boards of RSL and Friends Provident Group plc ("Friends Provident") announced the recommended acquisition of Friends Provident by Resolution Holdings (UK) Limited, a subsidiary undertaking of the Company (the ''Acquisition''). It is expected that the Acquisition will be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the ''Scheme'').
Friends Provident has announced that a circular relating to the Scheme (the "Circular") will today be posted to Friends Provident Shareholders.
In addition, RSL announces that a prospectus relating to the Admission of New RSL Shares pursuant to the Acquisition and the transfer of the Company to a Primary Listing on the Official List of the UK Listing Authority has been approved by the UK Listing Authority (the "UKLA") and will be published later today.
The Prospectus will be available to view on RSL's website at http://www.resolution.gg and the Circular will be available to view on Friends Provident's website at http://www.friendsprovident.com/acquisition (in each case subject to certain restrictions relating to persons resident in restricted jurisdictions).
Copies of the Circular and the Prospectus will shortly be available for inspection by the public during normal business hours any weekday (public holidays excepted) at the UK Listing Authority's Document Viewing Facility, which is situated at Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS.
Copies of the Prospectus will be available from the registered office of RSL at PO Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL and from the date of its publication at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY during normal business hours on any weekday (except public holidays) free of charge.
Completion of the Acquisition remains subject to the satisfaction or, if permitted, waiver of the conditions to the Acquisition set out in the Circular, including, amongst other things, the approval of Friends Provident Shareholders to the Scheme and the sanction of the Scheme by the Court.
The Friends Provident shareholder meetings in relation to the Scheme 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 and the Scheme is expected to be implemented by 5 November 2009.
Terms defined in the Prospectus have the same meaning in this announcement.
Enquiries:
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RSL |
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+44 (0) 1481 745 498 Mike Biggs Resolution Operations LLP +44 (0) 20 7016 9085 John Tiner, Steve Riley (Investors) |
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Credit Suisse |
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+44 (0) 20 7888 8888 James Leigh-Pemberton, Zachary Brech |
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Lazard |
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+44 (0) 20 7187 2000 Will Samuel, Edmund Dilger |
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Temple Bar Advisory |
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+44 (0) 7795 425580 Alex Child-Villiers (Press) |
This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by the Circular and the documents accompanying the Circular (the "Scheme Documentation") which will contain the full terms and conditions of the Acquisition, including details of how the Acquisition may be accepted. Please carefully read the Scheme Documentation in its entirety before making a decision with respect to the Acquisition.
Credit Suisse Securities (Europe) Limited (''Credit Suisse'') and Lazard & Co., Limited (''Lazard''), which are authorised and regulated by the Financial Services Authority in the United Kingdom, are acting for the Company and for no one else in connection with the Acquisition, Admission and transfer to Primary Listing and will not be responsible to any person other than the Company for providing the protections afforded to clients of Credit Suisse and Lazard, nor for providing advice in relation to the Acquisition, Admission and transfer to Primary Listing or any other matter referred to herein. Neither Credit Suisse nor Lazard nor any of their subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse or Lazard in connection with this Prospectus, any statement contained herein or otherwise.
To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the City Code on Takeovers and Mergers (the "Code") and normal UK market practice, RSL 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 RSL and Friends Provident, other than pursuant to the Acquisition, at any time prior to completion of the Acquisition becoming effective. 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 and Lazard and their respective affiliates will continue to act as exempt principal traders in RSL 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).
The Acquisition 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 RSL and Friends Provident regard 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 RSL and Friends Provident, copies of this announcement and any documentation relating to the Acquisition 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 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 Acquisition 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.
The New RSL Shares will not be and are not required to be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") in reliance on an exemption from registration provided by Section 3(a)(10) of that Act. No public offering of New RSL Shares will be made in the United States. Furthermore, RSL has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act") pursuant to the exemption provided by Section 3(c)(7) thereof, and investors will not be entitled to the benefits of that Act. Accordingly, New RSL Shares will be issued to, or for the account or benefit of, persons located within the United States and to, or for the account or benefit of, US Persons (as defined in Regulation S under the U.S. Securities Act) only if such persons have demonstrated that they are Qualified Purchasers (as defined in section 2(a)(51) of the US Investment Company Act).
In respect of persons located in the United States or who are US Persons (as defined in Regulation S under the U.S. Securities Act) that are not Qualified Purchasers, RSL will reserve the right to have the New RSL Shares to which such persons would otherwise be entitled sold in the market on their behalf, in which case they will receive a cash sum from the proceeds of such sale.
Forward-Looking Statements
This announcement contains "forward-looking statements" concerning RSL and Friends Provident that are subject to risks and uncertainties. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond RSL's and Friends Provident's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Neither RSL nor Friends Provident can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Neither RSL nor Friends Provident undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of RSL, Friends Provident or any other person following the implementation of the Acquisition or otherwise.
Publication on RSL 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 RSL's website at www.resolution.gg.
Related Shares:
FLG.LFondul Proprietatea