28th Sep 2007 07:06
Pearl Assurance PLC28 September 2007 28 September 2007 For Immediate Release 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 PEARL ASSURANCE PLC ("Pearl") FURTHER STATEMENT REGARDING RESOLUTION PLC ("Resolution") Following due diligence and further analysis, Pearl continues to believe thatthe proposed merger between Resolution and Friends Provident plc ("Friends")will not create more value for Resolution shareholders than other options, andwill expose them to the significant risks of integration and of the synergiespromised not being realised. Pearl considers the current market price of Resolution to have been affected bypress and market speculation regarding possible offers for Resolution, and thepotential value of Resolution shares. Accordingly, any offer Pearl may makewould take into account, inter alia: - the closing Resolution share price of 616 pence on 25 July 2007following the announcement of the merger with Friends but prior to Pearl'sannouncement relating to the disclosure of its shareholding - the "see through" price of approximately 575 pence implied by theoriginal Resolution / Friends merger terms based on the Friends closing shareprice on 27 September 2007 - the price of recent comparable transactions for primarily closed lifefund businesses in the UK - Resolution's tangible embedded value per share of approximately 611pence as at 30 June 2007 - the highest price that Pearl has paid for Resolution shares withinthe last 6 months, being 660 pence - the announced interim dividend of 9.17 pence per ordinary sharepayable to Resolution shareholders on 26 October 2007 There can be no certainty that Pearl will make an offer for Resolution or as toprice or timing of any such offer. This announcement does not constitute anoffer for Resolution or an announcement of a firm intention to make an offerunder Rule 2.5 of the Takeover Code. Pearl notes that Resolution has announcedthat it intends to post documents relating to its proposed merger with Friendsin early October and that shareholders will need reasonable time to considerthose documents and any alternative proposals, whether from Pearl or any otherparty, before deciding how to vote at the Resolution EGM. A further announcementwill be made when appropriate. Enquiries: Pearl Assurance plcTerry Eccles +44 (0) 207 535 6400 Citigate Dewe RogersonAnthony Carlisle +44 (0) 207 638 9571 +44 (0) 7973 611 888 (mobile) The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore personsinto whose possession this announcement comes should inform themselves about,and observe, such restrictions. Any failure to comply with the restrictions mayconstitute a violation of the securities laws of any such jurisdiction. Sources and bases (a) Unless otherwise stated, all prices for shares have been derived fromDatastream and represent closing middle market prices on the relevant date. (b) The Resolution "see-through" price is calculated by multiplying theFriends closing price by the exchange ratio of 3.25, as set out in the originalResolution merger announcement dated 25 July 2007. (c) The Resolution tangible embedded value per share is extracted from theResolution unaudited results for the six months to 30 June 2007. It is based on£4,340 million embedded value as at 30 June 2007 adjusted for £144 million ofgoodwill. (d) The number of Resolution shares is based on 686,329,060 million sharesin issue on 21 September 2007 as announced by Resolution in its 2.10announcement on that date. (e) Reference to the interim dividend of 9.17 pence is taken from theResolution unaudited results for the six months to 30 June 2007. 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 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 the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of 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 Pearl or Resolution, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. 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 doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. ENDS This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Fondul Proprietatea