15th Oct 2007 17:17
Resolution PLC15 October 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 release 15 October 2007 RESOLUTION PLC ("RESOLUTION") RESPONSE TO STATEMENTS FROM TAKEOVER PANEL EXECUTIVE, SWISS REINSURANCE COMPANY, STANDARD LIFE PLC ("STANDARD LIFE") AND UK OFFICE OF FAIR TRADING Resolution welcomes the statement today from the Takeover Panel Executive rulingthat the deadline for each of the consortia led by Pearl Assurance plc ("Pearl")and Standard Life either to announce a firm intention to make an offer forResolution or to announce that it does not intend to make an offer forResolution is 1700 on 25 October 2007 (1). Each of Pearl and Standard Life has had due diligence access since shortly afterResolution announced a recommended merger with Friends Provident plc ("FriendsProvident") to create Friends Financial Group plc ("Friends Financial") on 25July 2007. Clive Cowdery, Chairman Designate of Friends Financial, said: "There is clear and substantial value in Friends Financial and our focus isentirely on completing the merger. We will not be distracted from this unless avery compelling offer is made for Resolution." Resolution also welcomes that the UK Office of Fair Trading issued on 12 October2007 a merger clearance decision in relation to the Friends Financial merger,stating that it has decided not to refer the Friends Financial merger to theCompetition Commission. Enquiries: Resolution Temple Bar AdvisorySteve Riley Alex Child-Villiers+44 (0)20 7489 4880 +44 (0)20 7002 1080 +44 (0)7795 425 580 (1) In the event that either Pearl or Standard Life announces that it does notintend to make a firm offer for Resolution, that party and any person acting inconcert with it may not, except with the consent of the Takeover PanelExecutive, make an offer for Resolution for six months, subject to a materialchange in circumstances or the occurrence of an event which that party hasspecified in its announcement as permitting it to set aside the statement ofintention not to make an offer. Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Friends Provident or Resolution all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which any offer becomes, or is declared, unconditional as toacceptances (or, if implemented by a scheme of arrangement, such scheme becomeseffective), lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Friends Provident or Resolution, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Resolution by Friends Provident or of Friends Provident byResolution, or by any of their respective "associates", must be disclosed by nolater than 12.00 noon (London time) on the London business day following thedate of the relevant transaction. A disclosure table, giving details of thecompanies in whose "relevant securities" "dealings" should be disclosed, and thenumber of such securities in issue, can be found on the Takeover Panel's websiteat 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 Takeover Panel's website. If you are in any doubt as to whether or notyou are required to disclose a "dealing" under Rule 8, you should consult theTakeover Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Fondul Proprietatea