30th Oct 2009 12:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
30 October 2009
RESOLUTION LIMITED
Registered Office: Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands
Company Number: 49558
Update in relation to the
Recommended Acquisition
of
Friends Provident Group plc
by
Resolution Holdings (UK) Limited ("Resolution Holdings"), a subsidiary undertaking of Resolution Limited
Court Order sanctioning Scheme of Arrangement
The boards of Resolution Limited ("RSL") and Friends Provident Group plc ("Friends Provident") are pleased to announce that the High Court of Justice has today made an order sanctioning the scheme of arrangement of Friends Provident (the "Scheme") to effect the recommended acquisition of Friends Provident by Resolution Holdings (the "Acquisition"). The Scheme and its implementation were approved by Friends Provident shareholders on 5 October 2009.
Overseas regulatory approvals
Prior to the sanctioning of the Scheme by the Court, and following the equivalent approval from the FSA announced on 23 October 2009, the financial services regulators in Guernsey, Luxembourg and the Isle of Man confirmed their approval to the change of control applications submitted by Resolution in connection with the Acquisition. All of the regulatory change of control conditions to the Acquisition have now been satisfied.
Share Reclassification
Accordingly, it is expected that the Scheme will proceed. Following delivery of an office copy of the Court Order sanctioning the Scheme to the Registrar of Companies, the Friends Provident Shares will be sub-divided and reclassified according to the forms of election returned by Scheme Shareholders at the Reorganisation Record Time (the "Share Reclassification"). Initial Shares in respect of which Share Elections were not made and accepted, together with any Additional Shares in respect of which Further Cash Elections were made and accepted, will be reclassified as A Ordinary Shares. All other Scheme Shares will be reclassified as B Ordinary Shares. The Reorganisation Record Time is expected to be 6.00 p.m. on 2 November 2009.
Last day for dealings; suspension of listing and trading
In order to ensure an orderly Share Reclassification, the last day for dealings and registration of transfers in Friends Provident Shares is today, 30 October 2009. As set out in the Scheme Circular published by Friends Provident on 8 September 2009, it is expected that the Financial Services Authority will suspend the listing, and the London Stock Exchange will suspend the trading, of the Friends Provident Shares at 7.30 a.m. on 2 November 2009.
Conditions
The Acquisition remains conditional, inter alia, upon the United Kingdom Listing Authority agreeing to admit the New RSL Shares to the Official List and to transfer RSL to a Primary Listing, the London Stock Exchange agreeing to admit the New RSL Shares to trading on its main market for listed securities, and on the confirmation of the reduction of capital comprised within the Scheme by the Court at the Reduction Court Hearing. Providing that these conditions are satisfied and an office copy of the Reduction Court Order is delivered to, and registered by, the Registrar of Companies, it is expected that the Scheme will become Effective, and that the admission of New RSL Shares to the Official List of the UK Listing Authority, to trading on the London Stock Exchange's main market for listed securities, and the transfer of RSL to a Primary Listing will occur, by 8.00 a.m. on 5 November 2009. Accordingly, Friends Provident has also requested that the UK Listing Authority cancel the listing, and the London Stock Exchange cancel the trading, of the Friends Provident Shares at that time.
Settlement
Following the Scheme becoming Effective, despatch of cheques in respect of cash consideration or settlement of cash consideration and New RSL Shares through CREST (as appropriate) and statements of entitlements to or share certificates in relation to New RSL Shares (as appropriate) will take place no later than 18 November 2009.
Friends Provident debt securities
The Acquisition does not affect the continued listing and trading of the existing debt securities issued by Friends Provident Group plc that are listed on the Official List and traded on the main market of the London Stock Exchange, namely the £161.713 million 12 per cent. Fixed Rate Guaranteed Subordinated Notes due 2021, the £500 million 6.292 per cent. Step-up Tier One Insurance Capital Securities and the £300 million 6.875 per cent. Step-up Tier One Insurance Capital Securities.
Capitalised terms in this announcement have the same meaning as set out in the Scheme Document dated 8 September 2009 unless the context requires otherwise.
The terms of the Acquisition remain as set out in the Circular. Capitalised terms in this announcement have the same meaning as set out in the Circular unless the context requires otherwise.
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Enquiries: |
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Resolution Media Alex Child-Villiers, Temple Bar Advisory +44 (0) 7795 425580 Investors Steve Riley +44 (0)20 3372 2908 |
Friends Provident Media Nick Boakes +44 (0) 845 6417814 Vanessa Neill, Finsbury +44 (0) 207 0736269 InvestorsChris Ford +44 (0)845 6417832 |
This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the acquisition of Friends Provident or otherwise. The acquisition of Friends Provident is being made solely by way of the scheme documentation sent to Friends Provident shareholders which contains the full terms and conditions of the acquisition, including details of how the acquisition may be accepted. Shareholders of Friends Provident should carefully read the scheme documentation sent to them in its entirety before making any decisions with respect to the acquisition.
Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Lazard & Co., Limited ("Lazard"), which are authorised and regulated by the Financial Services Authority in the United Kingdom, are acting for Resolution and for no one else in connection with the Acquisition and will not be responsible to any person other than Resolution for providing the protections afforded to clients of Credit Suisse and Lazard, nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein. Neither Credit Suisse nor Lazard nor any of their subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse or Lazard in connection with this announcement, any statement contained herein or otherwise.
To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Resolution or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Resolution and Friends Provident, other than pursuant to the Acquisition, at any time prior to completion of the Acquisition becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Credit Suisse and Lazard and their respective affiliates will continue to act as exempt principal traders in Resolution and Friends Provident shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed to the Panel on Takeovers and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.
Goldman Sachs International and J.P. Morgan Cazenove Limited are acting for Friends Provident and no one else in connection with the matters described in this announcement, and will not be responsible to anyone other than Friends Provident for providing the protections afforded to clients of Goldman Sachs International and J.P. Morgan Cazenove Limited or for providing advice in relation to the matters described in this announcement.
To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Friends Provident or its nominee or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Resolution and Friends Provident, at any time prior to completion of the Acquisition becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Goldman Sachs International and J.P. Morgan Cazenove Limited and their respective affiliates will continue to act as exempt principal traders in Resolution and Friends Provident shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed to the Panel on Takeover and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement is not for publication or distribution (directly or indirectly) to US persons or in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia).
The Acquisition will not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Resolution and Friends Provident regard as unduly onerous (a "Restricted Jurisdiction") and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Resolution and Friends Provident, copies of this announcement and any documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of any offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other documentation relating to the Acquisition to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction.
The New RSL Shares will not be and are not required to be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") in reliance on an exemption from registration provided by Section 3(a)(10) of that Act. No public offering of securities in Resolution will be made in the United States. Furthermore, Resolution has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act") pursuant to the exemption provided by Section 3(c)(7) thereof, and investors will not be entitled to the benefits of that Act. Accordingly, securities in Resolution will be issued to, or for the account or benefit of, persons located within the United States and to, or for the account or benefit of, US Persons (as defined in Regulation S under the U.S. Securities Act) only if such persons have demonstrated that they are Qualified Purchasers (as defined in section 2(a)(51) of the US Investment Company Act).
In respect of persons located in the United States or who are US Persons (as defined in Regulation S under the U.S. Securities Act) that are not Qualified Purchasers, Resolution will reserve the right to have the New RSL Shares to which such persons would otherwise be entitled in connection with the acquisition of Friends Provident sold in the market on their behalf, in which case they will receive a cash sum from the proceeds of such sale.
A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on Resolution's website at www.resolution.gg
Related Shares:
FLG.LFondul Proprietatea