1st Nov 2007 18:27
Standard Life plc01 November 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION For immediate release1 November 2007 RESPONSE TO PEARL'S STATEMENT Standard Life plc ("Standard Life") believes Pearl's announcement today to beself-serving and potentially misleading. Standard Life is convinced thatshareholders will not be misled into ignoring the intrinsic merits of StandardLife's investment case and the value expected to be generated by the acquisitionof Resolution. . Standard Life has delivered impressively strong new business growth and improving shareholder cash flows over recent years . The acquisition complements Standard Life's strategy of organic growth by adding distribution, product breadth, customers and assets to manage . The transaction is expected to enhance EEV operating earnings per share and operating ROEV from 2009 . The transaction represents a multiple of embedded value of 1.3x Sandy Crombie, Group Chief Executive, said: "We can only presume that Pearl'sbehaviour is indicative of their eagerness to acquire Resolution on terms thatcreate significant value for them. We believe that our acquisition represents abetter fit with Resolution. Pearl's actions simply reinforce our conviction inthe substantial value we can create. We look forward to continuing to discussthis with our and Resolution's shareholders." BASES OF CALCULATION AND SOURCES OF INFORMATION 1. Unless otherwise stated: (i) financial information relating to Resolution has been extracted (without material adjustment) from the audited annual report and accounts for Resolution for the year ended 31 December 2006 or from the unaudited interim financial statements of Resolution for the half year ended 30 June 2007 (ii) financial information relating to Standard Life has been extracted (without material adjustment from the audited annual report and accounts for Standard Life for the year ended 31 December 2006 or from the unaudited interim financial statements of Standard Life for the half year ended 30 June 2007 2. The acquisition multiple of 1.3x embedded value as of 30 June 2007 isbased on: . Standard Life's acquisition price of approximately £2,555 million . This is based on Standard Life's proposed offer terms, the agreement between Swiss Re and Standard Life and a Standard Life share price of 276.25p on 25 October 2007, the closing price on the day before the announcement of Standard Life's offer; . The stated embedded value acquired by Standard Life of £1,953 million as of 30 June 2007 . Both the embedded value acquired and the acquisition price reflect £563 million group cash and £935 million of external debt as of 30 June 2007 3. As at the close of business on 1 November 2007, Resolution has in issue686,442,891 ordinary shares of 5 pence each Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of Standard Life or Resolution, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 p.m. (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the Scheme becomes Effective, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends (or if the Acquisitionis implemented by way of an offer, until the date on which such offer becomes,or is declared, unconditional as to acceptances, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends). If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of Standard Life orResolution, they will be deemed to be a single person for the purpose of Rule8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Resolution or Standard Life by Standard Life or Resolution, or byany of their respective "associates", must be disclosed by no later than 12.00noon (London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. Forward looking statements This announcement may contain forward looking statements that are based oncurrent expectations or beliefs, as well as assumptions about future events.Generally, the words "will", "may", "should", "continue", "believes", "expects","intends", "anticipates" or similar expressions identify forward-lookingstatements. These statements are based on the current expectations of managementand are naturally subject to risks, uncertainties and changes in circumstances.Undue reliance should not be placed on any such statements because, by theirvery nature, they are subject to known and unknown risks and uncertainties andcan be affected by other factors that could cause actual results, andmanagement's plans and objectives, to differ materially from those expressed orimplied in the forward looking statements. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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