27th Jul 2009 07:30
27 July 2009
Friends Provident rejects revised proposal from Resolution
Following a period of engagement, Friends Provident Group PLC ("Friends Provident") received a revised proposal from Resolution Limited ("Resolution") on 26 July 2009. The Board of Friends Provident rejected the proposal, as the terms and structure of the proposal remain wholly inadequate. The proposal involved Resolution acquiring Friends Provident for 0.82 of a Resolution share for each Friends Provident share, valuing Friends Provident at 74.6p a share at Friday's closing price. The proposal included a cash element of £500 million.
The Board of Friends Provident sees no basis for further engagement with Resolution and has terminated discussions.
Enquiries:
Friends Provident +44 (0)845 641 7833Sir Adrian Montague
Nick Boakes/Peter Timberlake (press)
Chris Ford (investors)
Goldman Sachs International
+44 (0)20 7774 1000 Simon Dingemans
Paul Miller
J.P. Morgan Cazenove +44 (0)20 7588 2828 Tim Wise Conor Hillery Finsbury +44 (0)20 7251 3801Roland Rudd
Rollo Head
Vanessa Neill
Goldman Sachs International is acting as financial adviser to Friends Provident and no one else in connection with the possible offer by Resolution 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 possible offer by Resolution 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 possible offer by Resolution 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 possible offer by Resolution 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