14th Apr 2008 13:03
J.C. Flowers & Co LLC14 April 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA OR JAPAN 14 April 2008 For Immediate Release J.C. Flowers & Co. LLC ("J.C. Flowers") Statement Re Friends Provident Plc ("Friends Provident") On 7 April 2008 J.C. Flowers confirmed that it had submitted a proposal toacquire all of the outstanding share capital of Friends Provident for 150 penceper share in cash (to be adjusted for any future dividends paid) and that itwould welcome the opportunity to enter into discussions with the Board ofFriends Provident. Despite several attempts by J.C. Flowers to engage the Board of FriendsProvident in discussions over several months, Friends Provident has not beenwilling to do so. J.C. Flowers wishes to confirm that it does not intend to increase the terms ofits proposal above 150 pence per share(1). Furthermore, in the event that theBoard of Friends Provident does not enter into discussions with J.C. Flowersprior to the close of business on Friday 18 April, it is J.C. Flowers' intentionto formally withdraw its proposal. A further announcement will be made, if and when appropriate. Enquiries: Madano Partnership (PR Adviser to J.C. Flowers)Charles Reynolds / Matthew Moth / Mark Way+44 207 593 4000 (1) J.C. Flowers reserves the right to increase the level of any offer it makesabove 150p per share (including the announced final dividend) in the event thatan intention to make an offer at the same or a higher price is announced forFriends Provident by a third party. 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 Friends Provident, 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 3.30pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Friends Provident, they willbe deemed 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 Friends Provident by an offeror or Friends Provident, or by anyof their respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. 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 doubts as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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