2nd Nov 2009 12:49
FORM 8.1 DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS (Rules 8.1(a) and (b)(i) of the Takeover Code)
1. KEY INFORMATION
Name of person dealing (Note 1) Trevor Matthews
and Evelyn Bourke Company dealt in Friends Provident Group plc
Class of relevant security to Ordinary Shares
which the dealings being disclosed relate (Note 2) Date of dealing 30 October 2009
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE
(a) Interests and short positions (following dealing) in the class of relevantsecurity dealt in (Note 3) Long Short Number (%) Number (%) (1) Relevant securities Trevor Matthews: 2,664,934 N/A (0.1%) and Evelyn Bourke: 315,224 (0.01%) (2) Derivatives (other than N/A N/A options) (3) Options and agreements to N/A N/A purchase/sell Total Trevor Matthews: 2,664,934 N/A (0.1%) and Evelyn Bourke: 315,224 (0.01%)
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
Class of relevant security: Long Short Number (%) Number (%) (1) Relevant securities N/A N/A (2) Derivatives (other than N/A N/A options)
(3) Options and agreements to N/A N/A
purchase/sell Total N/A N/A
(c) Rights to subscribe (Note 3)
Class of relevant security: Details N/A N/A 3. DEALINGS (Note 4)(a) Purchases and salesPurchase/sale Number of securities Price per unit (Note 5) N/A N/A N/A
(b) Derivatives transactions (other than options)
Product name, Long/short (Note Number of securities Price per unit (Note 6) (Note 7) 5) e.g. CFD N/A N/A N/A N/A
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Product name, Writing, Number of Exercise Type, e.g. Expiry Option
selling, securities to American, money e.g. call purchasing, which the price European date option varying option etc. paid/ etc. relates (Note received 7) per unit (Note 5) N/A N/A N/A N/A N/A N/A N/A (ii) Exercising
Product name, e.g. call option Number of securities Exercise price per unit
(Note 5) Trevor Matthews: Nil cost deferred share award 498,961 Nil Nil cost Turnaround Plan award 1,145,604 Nil
Inland Revenue Approved Sharesave Scheme 4,021 75.82 pence Evelyn Bourke:
Nil cost deferred share award 315,224 Nil
(d) Other dealings (including new securities) (Note 4)
Nature of transaction Details Price per unit (if (Note 8) applicable) (Note 5) N/A N/A N/A 4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should
be stated. Friends Provident Group plc (the "Company") announced on 30 October 2009 that options and awards under certain Friends Provident plc share schemes and the Company's share schemes became exercisable on 30 October 2009 upon Court sanction of the Scheme of Arrangement for the acquisition of the Company by
Resolution Limited.
On 30 October 2009, the Company received notifications from PDMRs that they have each acquired shares as follows: The balance of a nil cost deferred share award without performance conditions, which was granted to Trevor Matthews on 17 March 2009 under the terms of the Friends Provident plc Deferred Share Award Plan 2008 as compensation for the loss of long-term incentive arrangements with his previous employer, automatically vested and was exercised in accordance with the rules of the plan. As a result, 498,961 shares of 5 pence each in the Company have been transferred to Trevor Matthews. A nil cost deferred share award without performance conditions, granted to Evelyn Bourke on 1 September 2009 under the terms of the Friends Provident Group Deferred Share Award Plan 2009 as compensation for the loss of long-term incentive arrangements with her previous employer, also automatically vested and was exercised in accordance with the rules of the plan. As a result, 315,224 ordinary shares of 5 pence each in the Company have been transferred toEvelyn Bourke. A nil cost share award of up to 4,582,416 ordinary shares of 5 pence each in the Company, which was granted to Trevor Matthews on 17 March 2009 under the terms of the Friends Provident plc Turnaround Plan, vested in part and was exercised in accordance with the rules of the plan. As a result, 1,145,604
shares of 5 pence each in the Company have been transferred to Trevor Matthews.
In addition, on 30 October 2009, the Company received notification from Trevor Matthews that he had acquired 4,021 ordinary shares in the Company at a cost of75.82 pence per share following exercise of options under the Friends ProvidentInland Revenue Approved Sharesave Scheme.
Following these transactions, Evelyn Bourke has a total beneficial interest in 315,224 ordinary shares in the Company and Trevor Matthews has a total
beneficial interest in 2,664,934 ordinary shares in the Company.
Is a Supplemental Form 8 attached? (Note 9) NO
Date of disclosure 02 November 2009 Contact name Gordon Ellis (Group Secretary) Telephone number 0845 268 3441
Name of offeree/offeror with which Friends Provident Group plc
associated Specify category and nature of associate Directors of the Offeree Company status (Note 10) Notes
The Notes on Form 8.1 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk
mapperRelated Shares:
Fondul Proprietatea