31st Mar 2008 07:02
Friends Provident PLC31 March 2008 Friends Provident plc - Response to proposal Friends Provident plc confirms that on 27 March 2008 it received a proposal fromJC Flowers & Co UK Ltd to acquire the group for 150p a share in cash. Theproposal was subject to due diligence and other conditions. The proposalindicated that the offer price would be reduced in the event that FriendsProvident paid shareholders the 2007 final dividend of 5.3p a share. The Board of Friends Provident plc informed JC Flowers & Co UK Ltd that itsproposal significantly undervalues Friends Provident plc and its prospects anddoes not represent a basis for discussion. Friends Provident plc remains focused on the implementation of its strategicreview announced on 31 January 2008 and will update shareholders on progress atthe 2008 interim results. Enquiries: Friends Provident+44 (0) 845 641 7814Nick Boakes Finsbury+44 (0) 20 7251 3801James MurgatroydVanessa NeillAlex Simmons DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if anyperson is, or becomes, 'interested' (directly or indirectly) in 1% or more ofany class of 'relevant securities' of Friends Provident, 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 3.30pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the 'offer period' otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an 'interest' in 'relevant securities' of Friends Provident, they willbe 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 'relevantsecurities' of Friends Provident by an offeror or Friends Provident, or by anyof 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 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 Takeover Panel's website atwww.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 Code, which can also be found on thePanel's website. If you are in any doubts as to whether or not you are requiredto disclose a 'dealing' under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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