25th Oct 2007 16:02
Standard Life plc25 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 25 October 2007 Standard Life plc ("Standard Life"): Statement Re. Possible Offer For Resolution plc ("Resolution") Further to today's announcement by Resolution, Standard Life confirms that it isin advanced discussions with the Board of Resolution on a possible recommendedoffer for Resolution on the terms set out below (the "Proposed Offer"). Inassociation with the Proposed Offer, Standard Life anticipates selling assets,including the Life Division South and Resolution Management Services businessesof Resolution, to the Swiss Reinsurance Company for cash. The terms of the Proposed Offer are 517 pence in cash and 0.715 new StandardLife shares for each Resolution ordinary share. If the Proposed Offer were to proceed, the Board of Standard Life believes itwill deliver compelling value to both Standard Life and Resolution shareholdersdue to the strong commercial logic and significant financial synergies it wouldbring. A further announcement will be made in due course. 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 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 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which any offer becomes, or is declared,unconditional as to acceptances (or, if implemented by a scheme of arrangement,such scheme becomes effective), lapses or is otherwise withdrawn or on which the"offer period" otherwise ends. If two or more persons act together pursuant toan agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Standard Life or Resolution, they will bedeemed 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 Resolution by Standard Life or of Standard Life by Resolution, orby any of their respective "associates", must be disclosed by no later than12.00 noon (London time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of the companies inwhose "relevant securities" "dealings" should be disclosed, and the number ofsuch securities in issue, 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 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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