23rd Jul 2007 07:01
Resolution PLC23 July 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 23 July 2007 Friends Provident plc and Resolution plc Merger Discussions Friends Provident and Resolution confirm that they are in advanced discussionsregarding a possible merger of the two businesses. Friends Provident and Resolution believe that a merger would create significantvalue for both sets of shareholders by combining Friends Provident's newbusiness growth opportunities with Resolution's strong cash flow generation.This complementary fit also extends to products, customers, distribution,financial profile and management. The potential synergies arising from apossible merger will reflect the already highly efficient nature of FriendsProvident's back office processing and Resolution's recent outsourcing agreementwith Capita, which will commence on 1 August 2007. The merger, if agreed, would involve an all-share combination of the two groups.Friends Provident shareholders would own 49.1% of the merged company.Resolution shareholders would own 50.9% of the merged company. A further announcement will be made when appropriate. Under the provisions of Rule 8.3 of the 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as toacceptances (or, if implemented by a scheme of arrangement, such scheme becomeseffective), lapses or is otherwise withdrawn or on which the "offer period"otherwise ends.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 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 Code, which can also be found on theTakeover 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 TakeoverPanel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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