20th Sep 2007 15:51
Resolution PLC20 September 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 RESOLUTION plc Resolution plc ("Resolution") notes recent press speculation in relation topotential offers for the company. Resolution confirms that shortly after theannouncement of its proposed merger with Friends Provident plc ("FriendsProvident") on 25th July 2007 it received Rule 20.2 requests from Standard Lifeplc ("Standard Life") and, subsequently, Pearl Assurance Limited ("Pearl").Resolution confirms that it has, and continues to, comply with its obligationsunder the City Code on Takeovers and Mergers and has made available to bothStandard Life and Pearl all due diligence material provided to FriendsProvident. Resolution has also provided due diligence meetings and access toResolution's management to both Standard Life and Pearl over several weeks. Resolution confirms that it is not in receipt of an offer or proposal fromeither Standard Life or Pearl and has not held discussions to develop the termsof such an offer or proposal which either party may wish to put to Resolution. Resolution also notes statements in the Daily Telegraph on 20 September to theeffect that the Board of Resolution has set a price target in relation to theestimated value of the proposed merger with Friends Provident, and that it iswilling to talk to any new suitor at around this level. For the avoidance ofdoubt, the Board of Resolution has made no determination of the value levelaround which it would be prepared to talk to any potential offeror. Resolution remains relentlessly focused on creating value for shareholders. Itcontinues to believe that the proposed merger with Friends Provident, which willcombine Resolution's cashflow, customers, distribution and managementcapabilities with a UK life business with a strong customer and new businessfranchise, is the best way of maximising shareholder value. Resolution isprogressing with implementing the merger. Ends. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Friends Provident or Resolution all "dealings" in any "relevant securities" of that company (including by means of an option in respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30 pm (London time) on the London businessday following the date of the relevant transaction. This requirement willcontinue 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 Friends Provident or Resolution, they willbe deemed to be a single person for the purpose of Rule 8.3. Under theprovisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities"of Resolution by Friends Provident or of Friends Provident by Resolution, or byany of their respective "associates", must be disclosed by no later than 12.00noon (London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of suchsecurities in issue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when aperson has long economic exposure, whether conditional or absolute, to changesin the price of securities. In particular, a person will be treated as having an"interest" by virtue of the ownership or control of securities, or by virtue ofany option in respect of, or derivative referenced to, securities. Terms inquotation marks are defined in the City 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. Forward looking statements This announcement may contain forward looking statements that are based oncurrent expectations or beliefs, as well as assumptions about future events.These statements are based on the current expectations of management and arenaturally subject to risks, uncertainties and changes in circumstances. Unduereliance should not be placed on any such statements because, by their verynature, they are subject to known and unknown risks and uncertainties and can beaffected by other factors that could cause actual results, and management'splans and objectives, to differ materially from those expressed or implied inthe forward looking statements. There are several factors which could causeactual results to differ materially from those expressed or implied in forwardlooking statements. Among the factors that could cause actual results to differmaterially from those described in the forward looking statements are theability to combine successfully the businesses of Friends Provident andResolution and to realise expected synergies from that combination, changes inthe global, political, economic, business, competitive, market and regulatoryforces, future exchange and interest rates, changes in tax rates and futurebusiness combinations or dispositions. Resolution does not undertake anyobligation (except as required by the Listing Rules and the Disclosure andTransparency Rules and the rules of the London Stock Exchange) to revise orupdate any forward looking statement contained in this announcement, regardlessof whether that statement is affected as a result of new information, futureevents or otherwise. Overseas jurisdictions The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Thisannouncement has been prepared for the purposes of complying with English law,the City Code and the Listing Rules and the information disclosed may not be thesame as that which would have been disclosed if this announcement had beenprepared in accordance with the laws and regulations of any jurisdiction outsideof England. This announcement is not intended to, and does not constitute, or form part of,an offer to sell, purchase or exchange or the solicitation of an offer to sell,purchase or exchange any securities or the solicitation of any vote or approvalin any jurisdiction. This announcement does not constitute a prospectus or aprospectus equivalent document. In particular, this announcement is not an offer of securities for sale in theUnited States and the securities which will be issued in connection with theMerger, have not been, and will not be, registered under the US Securities Actof 1933 as amended (the "US Securities Act") or under the securities law of anystate, district or other jurisdiction of the United States, Australia, Canada orJapan and no regulatory clearance in respect of such securities has been, orwill be, applied for in any jurisdiction other than the UK. No securities maynot be offered, sold, or, delivered, directly or indirectly, in, into or fromthe United States absent registration under the US Securities Act or anexemption from registration and securities may not be offered, sold, resold,delivered or distributed, directly or indirectly, in, into or from Canada,Australia or Japan or to, or for the account or benefit of, any resident ofAustralia, Canada or Japan absent an exemption from registration or an exemptionunder relevant securities law. It is expected that securities will be issuedpursuant to the merger in reliance upon the exemption from the registrationrequirements of the US Securities Act provided by Section 3(a)(10) thereof. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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