9th Nov 2007 16:39
Legal & General Group PLC09 November 2007 This announcement is not for release, publication or distribution, directly orindirectly, in or into the United States, Canada, Australia, Japan or any otherjurisdiction in which the same would be unlawful. Re Share Repurchase Programme Legal & General Group plc ("Legal & General" or the "Company") As part of the £1 billion capital return programme announced on 26 July 2007,Legal & General today announces its intention to purchase for cancellation up to£60 million of its own shares in the form of an accelerated bookbuild tenderprocess (the "Share Repurchase Programme"). Since the announcement of its capital return programme Legal & General haspurchased 157 million of its own shares in the market, representing 2.45 percent. of its issued share capital, for a total value of £212 million. The ShareRepurchase Programme represents an acceleration of Legal & General's programmeto purchase its own shares and demonstrates the Company's commitment toreturning capital to shareholders. Legal & General is committed to thecontinuation of its programme to return capital to shareholders following theShare Repurchase Programme. Details of the Share Repurchase Programme and related tender process Legal & General has appointed UBS Investment Bank to implement the ShareRepurchase Programme. UBS intends, subject to market conditions, to make marketpurchases of up to £60 million of Legal & General Ordinary Shares through anaccelerated bookbuild tender process. Eligible Shareholders should tender their Ordinary Shares to UBS at the price atwhich they are willing to sell their Ordinary Shares. UBS will undertake abookbuilding exercise to arrive at an appropriate strike price (the "StrikePrice"). The Strike Price shall not exceed a 1 per cent. premium to the closingmiddle market price on 9 November 2007. Tenders below the Strike Price will befilled in full. Tenders at the Strike Price will be scaled pro rata such thatthe total value of the Share Repurchase Programme does not exceed £60 million.It is expected that the book will close no later than 6.30 pm on 9 November 2007and the Strike Price and allocation of share sales will be determined as soon aspracticable thereafter. UBS and the Company reserve the right to close thebookbuilding process and announce price and allocations at any earlier or latertime. Additional terms and conditions of the Share Repurchase Programme are setout in the section headed "Terms and Conditions" below. Any acquisitions of Ordinary Shares will be effected in accordance with both theCompany's general authority to make market purchases of its own shares andChapter 12 of the Listing Rules, which requires that the maximum price paid belimited to no more than 105 per cent of the average middle market closing priceof the Company's Ordinary Shares for the 5 dealing days preceding the date ofpurchase. Eligible Shareholders do not have to tender any Ordinary Shares if they do notwish to do so. All successfully tendered Ordinary Shares will be cancelled. Overseas Shareholders Effecting the Share Repurchase Programme in and/or inviting tenders from personswho are citizens or nationals of, or resident in, jurisdictions outside theUnited Kingdom or custodians, nominees or trustees for citizens, nationals orresidents of jurisdictions outside the United Kingdom ("Overseas Shareholders"),may be prohibited or affected by the laws of the relevant overseas jurisdiction.Shareholders who are Overseas Shareholders should inform themselves about andobserve any applicable legal and regulatory requirements. It is theresponsibility of any such Shareholder wishing to tender ordinary shares in theCompany to satisfy himself as to the full observance of the laws and regulationsof the relevant jurisdiction in connection therewith, including the obtaining ofany governmental, exchange control or other consents which may be required, thecompliance with other necessary formalities and the payment of any transfer orother taxes or other requisite payments due in such jurisdiction. Any suchshareholder will be responsible for payment of any such transfer or other taxesor other requisite payments due by whomsoever payable and UBS and the Companyand any person acting on their behalf shall be fully indemnified and heldharmless by such shareholder for any such transfer or other taxes or otherrequisite payments such person may be required to pay. No steps have been takento qualify the Share Repurchase Programme or to authorise the extending of theShare Repurchase Programme in any territory outside the United Kingdom. Inparticular, the Share Repurchase Programme is not being made, directly orindirectly in or into the United States, Canada, Australia or Japan, or by useof the mails, or by any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce, or of anyfacility of a national securities exchange, of the United States and the ShareRepurchase Programme cannot be accepted by any such use, means, instrumentalityor facility or from within the United States, Canada, Australia or Japan. Accordingly, residents, citizens or nationals of any Restricted Jurisdiction(including the United States, Canada, Australia or Japan) are not entitled toparticipate in the Share Repurchase Programme and copies of this announcementand any related documents are not being and must not be mailed or otherwisedistributed or sent in, into or from the United States, Canada, Australia orJapan, including to Shareholders with registered addresses in the United States,Canada, Australia or Japan or to persons who are custodians, nominees ortrustees holding shares for persons in the United States, Canada, Australia orJapan. Persons receiving such documents (including, without limitation,custodians, nominees and trustees) should not distribute, send or mail them in,into or from the United States, Canada, Australia or Japan, and so doing willrender invalid any related purported tender under the Share RepurchaseProgramme. Responses to the Share Repurchase Programme should not be made fromthe United States, Canada, Australia, Japan or South Africa and all tenderingShareholders must provide addresses outside the United States, Canada, Australiaor Japan for the remittance of cash or any other documents. If, in connection with making the Share Repurchase Programme, notwithstandingthe restrictions described above, any person (including, without limitation,custodians, nominees and trustees), whether pursuant to a contractual or legalobligation or otherwise, forwards this document or any related offeringdocuments in, into or from the United States, Canada, Australia or Japan or usesthe mails of, or any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce of, or anyfacility of a national securities exchange of the United States, Canada,Australia or Japan in connection with such forwarding, such persons should (a)inform the recipient of such fact; (b) explain to the recipient that such actionmay invalidate any purported acceptance by the recipient; and (c) draw theattention of the recipient to this section. The terms of the Share Repurchase Programme relating to Overseas Shareholdersmay be waived, varied or modified as regards specific Shareholders or on ageneral basis by UBS (with the prior written consent of the Company) in itsabsolute and sole discretion but only if UBS is satisfied that such waiver,variance or modification will not constitute or give rise to a breach ofapplicable securities or other laws. If you are in any doubt about your position, you should consult yourprofessional adviser in the relevant territory. Representations and Warranties by Tendering Shareholders Each Shareholder who tenders Ordinary Shares under the Share RepurchaseProgramme will, in so tendering, irrevocably undertake, represent, warrant andagree to and with UBS and the Company (so as to bind him, his personalrepresentatives, heirs, successors and assigns) that: (a) such Shareholder, if not an Overseas Shareholder, has fullyobserved all applicable legal and regulatory requirements and that theinvitation under the Share Repurchase Programme may be made to him and acceptedunder the laws of the relevant jurisdiction; (b) such Shareholder has not received or sent copies or originals ofthis announcement or any related documents in, into or from, the United States,Canada, Australia or Japan or any other Restricted Jurisdiction and has nototherwise utilised in connection with the Share Repurchase Programme, directlyor indirectly, the mails or any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerce,or any facility of a national securities exchange, of the United States, Canada,Australia, Japan or any other Restricted Jurisdiction and such Shareholder isaccepting the invitation pursuant to the Share Repurchase Programme from outsidethe United States, Canada, Australia, Japan or any other RestrictedJurisdiction; and (c) such Shareholder has full power and authority to tender, sell,assign and transfer the shares tendered by that Shareholder and that when suchshares are accepted for purchase by UBS, UBS will acquire such shares free andclear from all liens, charges, restrictions, claims, equitable interests andencumbrances. In addition, the Shareholder (i) agrees that he or she will do allother things and execute any additional documents which may be necessary or, inthe opinion of UBS, desirable to effect the purchase of such shares by UBS and(ii) acknowledges that UBS shall not have any liability whatsoever to suchShareholder in respect of acts done or omitted to be done by it on behalf ofsuch Shareholder in connection with the Share Repurchase Programme. Terms and Conditions UBS intends to accept valid tenders, on the terms and subject to the conditionsset out in this announcement. The tender offer is only available to Shareholders on the register of members ofthe Company as at 8 November 2007 and only in respect of the number of OrdinaryShares registered in their names on that date. All or part of a registeredholding of Ordinary Shares may be tendered, but only one tender may be made inrespect of any single Ordinary Share. The total number of Ordinary Sharestendered by any Eligible Shareholder should not exceed the total number ofOrdinary Shares held by such Eligible Shareholder. If the total number ofOrdinary Shares tendered does exceed the total number of Ordinary Shares held bysuch Eligible Shareholder, it will be taken to have tendered all Ordinary Sharesheld by it. The Strike Price will be the lowest price per Ordinary Share that will allow theCompany to purchase the maximum number of Ordinary Shares as are validlytendered pursuant to the tender offer which have an aggregate value notexceeding £60 million. If the aggregate value of the Ordinary Shares tendered at, on or below theStrike Price exceeds £60 million, the tenders will be accepted in the followingorder of priority: (a) tenders below the Strike Price will be accepted in full; and (b) all other tenders which are at the Strike Price will be acceptedbut will if necessary be scaled back pro rata to ensure that the aggregateconsideration paid to Shareholders does not exceed £60 million. If any fractions arise from scaling back, the number of Ordinary Shares acceptedwill be rounded down to the nearest whole number. Tenders made at a price above the Strike Price will be rejected. To the extent that the total aggregate consideration payable to an EligibleShareholder under the tender offer would require that Eligible Shareholder to bepaid a fraction of a pence, the amount of that consideration shall be roundeddown to the nearest whole pence. The tender offer will close at 6.30 p.m. on 9 November 2007 (or such otherearlier or later time and date as is determined by UBS) and no tenders receivedafter such time will be accepted in whole or in part, except to the extent thatUBS extends the period for tendering under the tender offer. Ordinary Shares successfully tendered will be purchased by UBS fully paid andfree from all liens, charges, equitable interests and encumbrances and with allrights attaching to the same and will be cancelled and will not rank for anyfuture dividends or other distributions. All documents and remittances sent by or to Shareholders will be sent at therisk of the Shareholder concerned. The decision of UBS and/or the Company as to the results of the tender offer(including, without limitation, the basis on which excess tenders are satisfied)shall be final and binding on all Shareholders. All questions as to the number of Ordinary Shares tendered, the validity, form,eligibility (including the time of receipt) and acceptance for payment of anytender of Ordinary Shares will be determined by UBS, in its sole and absolutediscretion, which determination shall be final and binding on all of the parties(except as otherwise required under applicable law). The Company, in consultation with UBS, reserves the right to revise the StrikePrice or change the aggregate value of the tender offer based on marketconditions and/or other factors, subject to compliance with applicable law andregulatory requirements. The Company in consultation with UBS may at any time terminate the tender offerand shall, as soon as practicable thereafter, announce the same through aRegulatory Information Service. General The Share Repurchase Programme and all contracts resulting therefrom will begoverned by and construed in accordance with English law. Submission of a tenderby or on behalf of a Shareholder constitutes that Shareholder's submission, inrelation to all matters arising out of or in connection with the ShareRepurchase Programme, to the exclusive jurisdiction of the English courts. The tax treatment upon any disposal by a holder of Ordinary Shares will dependon the holders' individual tax circumstances. Accordingly, if holders ofOrdinary Shares are in any doubt as to such tax treatment, they are recommendedto consult their professional advisers. UBS does not accept any responsibility whatsoever for the contents of thisannouncement or for any statement made or purported to be made by them or ontheir behalf in connection with the Share Repurchase Programme. UBS accordinglydisclaims all and any liability whether arising in tort, contract or otherwisewhich they might otherwise have in respect of this announcement or any suchstatement. UBS is acting for Legal & General in relation to the Share RepurchaseProgramme and no-one else and will not be responsible to anyone other than Legal& General for providing the protections offered to clients of UBS or forproviding advice in relation to the Share Repurchase Programme or the contentsof this announcement. Enquiries to: UBS LimitedPeter Guenthardt 020 7568 6342David Cameron Smail 020 7567 2084Lucy Phillips 020 7568 3922 Definitions: "Eligible Shareholders" means holders of ordinary shares of 2.5 pence in thecapital of the Company who are not resident in, or a citizen or national of aRestricted Jurisdiction; "Ordinary Shares" means ordinary shares of 2.5 pence in the capital of theCompany; "Restricted Jurisdictions" means the United States, Canada, Australia, Japan andany other jurisdiction where submitting a tender pursuant to the ShareRepurchase Programme is either unlawful or outside the scope of any exemptionsthat might be available to a shareholder in the Company; "Shareholder" means holders of Ordinary Shares; "Strike Price" means the price at which UBS will purchase Ordinary Sharespursuant to the Tender Offer; "UBS Investment Bank" means UBS Limited; and ''United States'' or ''US'' means the United States of America, its territoriesand possessions, any state of the United States of America and other areassubject to its jurisdiction and the District of Columbia. 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