5th Dec 2008 07:04
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART TO US PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND NOT AN OFFER OF SECURITIES FOR SALE TO US PERSONS OR IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed Placing will be made, and any investor should make his investment, solely on the basis of information that is contained in the prospectus to be published later today by Resolution Limited (the "Prospectus") in connection with the admission of its ordinary shares to the Official List of the Financial Services Authority and to trading on the London Stock Exchange plc's main market for listed securities. Copies of the Prospectus will, following publication, be available from the Company's registered office.
5 December 2008
Resolution Limited
Completion of Placing
Resolution Limited (the "Company") is pleased to announce the results of its successful placing of newly issued ordinary shares (the "Placing") in connection with the admission of its ordinary shares to secondary listing on the Official List of the FSA and to trading on the main market of the London Stock Exchange.
Following its bookbuilding process, Resolution is pleased to announce that 660 million ordinary shares have been allocated at a placing price of £1 per share. Resolution has initially placed 600 million shares with investors supportive of its restructuring plans, raising gross proceeds of £600 million. Resolution has also granted Citi an over-allotment option of 60 million shares, exercisable for a period up to 31 December 2008, which, if exercised in full by Citi, would result in the Company raising gross proceeds of £660 million.
The Resolution Team(1) is investing £20 million in the Company as part of the Placing, which represents approximately 3 per cent. of the Company's ordinary shares (post any exercise of the over-allotment option). The Resolution Team also intends to invest in Resolution Operations'(2) future development over time.
Commenting on the announcement, Mike Biggs, Chairman of Resolution Limited, said:
"We are very pleased with the support shown by investors. The Company has a strong investor base to support its future growth as it seeks to execute transactions."
John Tiner, Chief Executive of Resolution Operations, said:
"We are delighted with the calibre of investors who have decided to back Resolution's restructuring plans in financial services. We are excited about the value creating opportunities in the life insurance and asset management sectors in particular."
Application for Admission and Conditional Dealings
Applications have been made for all of the Company's ordinary shares (issued and to be issued in connection with the Placing) to be admitted to secondary listing on the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange.
Conditional dealings are expected to commence on the London Stock Exchange at 8.00 am today under the ticker symbol "RSL". It is expected that admission to secondary listing on the Official List of the UK Listing Authority will become effective and that unconditional dealings in the ordinary shares on the London Stock Exchange will commence at 8.00 am on 10 December 2008.
Resolution Capital Limited is acting as facilitator and formation co-ordinator in connection with the Placing.
Lazard & Co., Limited is acting as financial advisor in connection with the Placing.
Citi, HSBC and Merrill Lynch International are acting as joint global co-ordinators, joint bookrunners and joint underwriters in connection with the Placing. Citi is acting as stabilisation manager for the over-allotment option.
For further information, please contact:
Resolution Limited: Mike Biggs Tel: +44 (0) 1481 745 368
Resolution Operations LLP: John Tiner, Steve Riley Tel: +44 (0) 20 7016 9266
Lazard: Jon Hack, Edmund Dilger Tel: +44 (0) 20 7187 2000
Citi: Andrew Thompson, John Sandhu Tel: +44 (0) 20 7986 4000
HSBC: Anthony Bernbaum, Nick Donald Tel: +44 (0) 20 7991 8888
Merrill Lynch: Caroline Silver, Andrew Tusa Tel: +44 (0) 20 7628 1000
Temple Bar Advisory: Alex Child-Villiers, Caroline Merrell (Media) Tel: +44 (0) 20 7002 1080
(1) The Resolution Team comprises John Tiner, Clive Cowdery, Ian Maidens, Jim Newman and Brendan Meehan. It is investing in the Company through Resolution Capital Limited, a member of Resolution Operations
(2) Resolution Operations is Resolution Operations LLP, a newly established FSA authorised English limited liability partnership ultimately owned by the Resolution Team
Important information
This announcement is not a prospectus but an advertisement and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company later today in connection with the admission of the Company's shares to the Official List of the Financial Services Authority. Copies of the Prospectus will, following publication, be available from the Company's registered office at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL.
This announcement does not constitute, contain or form part of any offer of securities, or constitute a solicitation of any offer to purchase or subscribe for securities.
The contents of this announcement have been prepared by and are the sole responsibility of the Company. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
The target return of the Company is a target only. In considering whether a particular acquisition is likely to enable the Company to meet its target return, the Company expects to make certain assumptions in relation to (inter alia) the Company and its business strategy, the likely performance of the acquired businesses, trends in the financial services sectors in the UK and Western Europe and market conditions. There is no assurance that any target return can be achieved.
This announcement and, when effected, the Placing are and will be only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In the United Kingdom, this announcement is directed only at, Qualified Investors (i) who are persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2) of the Order, and other persons to whom it may lawfully be communicated. Under no circumstances should persons of any other description rely or act upon the contents of this announcement.
The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The price and value of securities may go up as well as down. Persons needing advice should contact a professional adviser. Past performance cannot be relied upon as a guide to future performance.
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), Canada, Australia or Japan (or any other jurisdiction where to do the same would constitute a violation of the relevant securities laws of such jurisdiction).
The securities referred to herein 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 Limited will not be registered under the US Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act.
All statements in this announcement other than statements of historical fact are "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the announcement and include statements regarding the intentions, beliefs or current expectations of the Company and Resolution Operations LLP concerning, among other things the Company's intention to acquire businesses in the financial sectors in the UK and Western Europe, its near term acquisition focus, its objective to realise value from restructuring and disposing of acquired businesses, the target internal rate of return, the initial amount of gross proceeds to be raised from the Placing, the intended timing of the Placing, the value opportunity in the financial services sector, the Company's restructuring strategies, its ability to issue equity to investors in target companies and utilise other non-cash forms of consideration, the expected holding period for acquisitions, the Company's criteria for making future acquisitions, shareholder pre-emption rights in future share issues, the return of proceeds to shareholders from disposals and prospects for capital appreciation of the Ordinary Shares. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, internal rate of return, financial condition, liquidity, distributions to shareholders and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the Company's actual performance, results of operations, internal rate of return, financial condition, liquidity, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. No reliance may be placed on any forward looking statement in this announcement. Forward looking statements speak only as of the date of this announcement and are not a guide to future performance. Each of the Company, Resolution Operations LLP, Resolution Capital Limited, Citigroup Global Markets U.K. Equity Limited ("Citi"), HSBC Bank plc ("HSBC"), Lazard & Co., Limited ("Lazard") and Merrill Lynch International ("Merrill Lynch") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Citi, HSBC, Lazard and Merrill Lynch, each of which is regulated in the United Kingdom by the Financial Services Authority ("FSA"), are acting for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any matters referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Citi, HSBC, Lazard or Merrill Lynch by FSMA or the regulatory regime established thereunder, each of Citi, HSBC, Lazard and Merrill Lynch accepts no responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the ordinary shares or the Placing. Citi, HSBC, Lazard and Merrill Lynch accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement.
Related Shares:
FLG.L