TIDMFLG TIDMAV.
RNS Number : 8875J
Friends Life Group Limited
10 April 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION. THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND
NOT A PROSPECTUS AND FRIENDS LIFE SHAREHOLDERS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW AVIVA SHARES EXCEPT ON
THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE
PROSPECTUS DATED 19 JANUARY 2015 (AS SUPPLEMENTED BY THE
SUPPLEMENTARY PROSPECTUS DATED 6 MARCH 2015).
FOR IMMEDIATE RELEASE
10 April 2015
Friends Life Group Limited
Recommended All-Share Acquisition of Friends Life Group Limited
("Friends Life")
by Aviva plc ("Aviva")
Sanction and effectiveness of Scheme of Arrangement
On 2 December 2014, Friends Life and Aviva announced that they
had reached agreement on the terms of a recommended all-share
acquisition of the entire issued and to be issued ordinary share
capital of Friends Life by Aviva (the "Proposed Acquisition") to be
implemented by way of a court-sanctioned scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)
(the "Scheme").
Friends Life and Aviva announce that the Guernsey Court has
today sanctioned the Scheme, which has taken effect immediately.
The Scheme has now become effective in accordance with its terms
and the entire issued ordinary share capital of Friends Life is
owned by Aviva.
Trading of Friends Life Shares on the London Stock Exchange's
main market for listed securities and the listing of Friends Life
Shares on the Premium Listing segment of the Official List of the
UK Listing Authority, have each been suspended with effect from
7.30 a.m. today, 10 April 2015. It is expected that the admission
to trading of Friends Life Shares on the London Stock Exchange's
main market for listed securities and the listing of Friends Life
Shares on the Premium Listing segment of the Official List of the
UK Listing Authority will each be cancelled with effect from 8.00
a.m. on 13 April 2015, and a further announcement will be made to
confirm when this is effective.
Friends Life Shareholders on the register at the Scheme Record
Date, being 6.00 p.m. on 9 April 2015, will receive 0.74 New Aviva
Shares for each Friends Life Share. The consideration due to Scheme
Shareholders will be paid within 14 days of the date of this
announcement.
A total number of 1,086,326,606 New Aviva Shares will be listed
on the Premium Listing segment of the Official List of the UK
Listing Authority and will be admitted to trading on the London
Stock Exchange's main market for listed securities, in each case at
8.00 a.m. on 13 April 2015.
Defined terms used but not defined in this announcement have the
meanings set out in the scheme document in relation to the Scheme
dated 19 January 2015.
For enquiries please contact:
Aviva plc
+44 (0) 20 7662
8115
+44 (0) 20 7662
0215
Colin Simpson +44 (0) 20 7662
Nigel Prideaux 8048
David Elliot +44 (0) 20 7662
Andrew Reid 3131
Morgan Stanley (Aviva's Joint Sponsor, Joint
Financial Adviser and Joint Corporate Broker)
Donald Moore
Matt Cannon +44 (0) 20 7425
Paul Baker 8000
J.P. Morgan Cazenove (Aviva's Joint Sponsor,
Joint Financial Adviser and Joint Corporate
Broker)
Tim Wise +44 (0) 20 7742
Conor Hillery 4000
Robey Warshaw LLP (Aviva's Joint Financial
Adviser)
Simon Robey +44 (0)20 7317
Simon Warshaw 3900
Finsbury (Aviva's PR Adviser)
+44 (0) 20 7251
Conor McClafferty 3801
Friends Life Group Limited
+44 (0) 845 268
Tom Cannings 5139
Goldman Sachs International (Friends Life's
Financial Adviser)
John Rafter
Mark Sorrell +44 (0) 20 7774
Paul Miller 1000
Barclays (Friends Life's Financial Adviser
and Corporate Broker)
Jim Renwick
Ben Davey +44 (0) 20 7623
Tom Boardman 2323
RBC Capital Markets (Friends Life's Financial
Adviser and Corporate Broker)
Oliver Hearsey +44 (0) 20 7653
Kevin Smith 4000
Bell Pottinger (Friends Life's PR Adviser)
+44 (0) 20 7861
3917
Ben Woodford +44 (0) 7812
Olly Scott 345 205
Important notices relating to financial advisers
Morgan Stanley & Co. International plc, ("Morgan Stanley")
which is authorised and regulated by the Financial Conduct
Authority, is acting as joint sponsor, joint financial adviser and
joint corporate broker to Aviva and no one else in connection with
the Proposed Acquisition and will not be responsible to anyone
other than Aviva for providing the protections afforded to its
clients or for providing advice in connection with the Proposed
Acquisition, contents of this announcement or any matter referred
to in this announcement.
J.P. Morgan Limited, which is authorised and regulated by the
Financial Conduct Authority, is acting as joint sponsor and joint
financial adviser, and J.P. Morgan Securities plc, which is
authorised by the Prudential Regulatory Authority and regulated by
the Financial Conduct Authority and the Prudential Regulatory
Authority, is acting as joint corporate broker, which entities each
conduct their UK investment banking business as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove"), to Aviva and no one else in
connection with the Proposed Acquisition and will not be
responsible to anyone other than Aviva for providing the
protections afforded to its clients or for providing advice in
connection with the Proposed Acquisition, the contents of this
announcement or any matter referred to in this announcement.
Robey Warshaw LLP, which is authorised and regulated by the
Financial Conduct Authority, is acting as joint financial adviser
to Aviva and no one else in connection with the Proposed
Acquisition and will not be responsible to anyone other than Aviva
for providing the protections afforded to its clients or for
providing advice in connection with the Proposed Acquisition,
contents of this announcement or any matter referred to in this
announcement.
Goldman Sachs International, which is authorised and regulated
by the Financial Conduct Authority and the Prudential Regulatory
Authority, is acting as financial adviser to Friends Life and no
one else in connection with the Proposed Acquisition and will not
be responsible to anyone other than Friends Life for providing the
protections afforded to its clients or for providing advice in
connection with the Proposed Acquisition, contents of this
announcement or any matter referred to in this announcement.
Barclays Bank PLC, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting for Friends Life and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than Friends Life for providing the
protections afforded to clients of Barclays Bank PLC, or for
providing advice in connection with the matters referred to in this
announcement.
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting for Friends Life and no
one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Friends Life for providing the protections afforded to clients of
RBC Capital Markets, or for providing advice in connection with the
matters referred to in this announcement.
Further information
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, any offer,
invitation or the solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Proposed Acquisition or otherwise nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. Aviva's offer to
Friends Life Shareholders is being made solely by means of the
Scheme Document which contains the full terms and conditions of the
Proposed Acquisition, including details for Friends Life
Shareholders of how to vote in respect of the Proposed
Acquisition.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purposes of
complying with English law, Guernsey law, the rules of the London
StockExchange and the Code and the information disclosed may not be
the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and
regulations of any jurisdiction outside the United Kingdom and
Guernsey.
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Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom or the United States and the ability of
Friends Life Shareholders who are not resident in the United
Kingdom or the United States to participate in the Proposed
Acquisition may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or the United States or
Friends Life Shareholders who are not resident in the United
Kingdom or the United States will need to inform themselves about,
and observe, any applicable legal or regulatory requirements. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. Further
details in relation to overseas shareholders will be contained in
the Scheme Document.
The Proposed Acquisition is not being, and will not be, made
available, directly or indirectly, in or into or by the use of the
mails of, or by any other means or instrumentality of interstate or
foreign commerce of, or any facility of a national state or other
securities exchange of any Restricted Jurisdiction, and no person
may vote in respect of the Proposed Acquisition by any such use,
means, instrumentality or facilityor from within any Restricted
Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Proposed Acquisition are not being, and must not
be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction and persons receiving this announcement (including,
without limitation, agents, nominees, custodians and trustees) must
not distribute, send or mail it in, into or from such jurisdiction.
Any person (including, without limitation, any agent, nominee,
custodian or trustee) who has a contractual or legal obligation, or
may otherwise intend, to forward this announcement and/or the
Scheme Document and/or any other related document to a jurisdiction
outside the United Kingdom or the United States should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction.
US holders of Friends Life Shares
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. The New Aviva Shares have not been
and will not be registered under the US Securities Act of 1933, as
amended (the "US Securities Act") or under the securities laws of
any state or other jurisdiction of the United States. Accordingly,
the New Aviva Shares may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly, in or
into the United States absent registration under the US Securities
Act or an exemption therefrom. The New Aviva Shares are expected to
be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof. Friends Life Shareholders (whether or not US persons) who
are or will be affiliates (within the meaning of the US Securities
Act) of Aviva or Friends Life prior to, or of Aviva after, the
Effective Date will be subject to certain US transfer restrictions
relating to the New Aviva Shares received pursuant to the
Scheme.
None of the securities referred to in this announcement have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in this
announcement. Any representation to the contrary is a criminal
offence in the United States.
The Proposed Acquisition relates to the securities of a
Guernsey-registered company with a listing on the London Stock
Exchange and has been effected by means of a scheme of arrangement
under the lawsof Guernsey. A transaction effected by means of a
scheme of arrangement is not subject to proxy solicitation or
tender offer rules under the US Exchange Act.
Aviva is organised under the laws of England. Friends Life is
organised under the laws of Guernsey. A majority of the officers
and directors of Aviva and all the officers and directors of
Friends Life are residents of countries other than the United
States. The significant majority of the assets of Aviva and Friends
Life are located outside of the United States. As a result, it may
not be possible to effect service of process within the United
States upon Aviva, Friends Life, or any of their respective
officers or directors, or to enforce outside the United States
judgements obtained against Aviva, Friends Life, or any of their
respective officers or directors in US courts, including, without
limitation, judgements based upon the civil liability provisions of
the US federal securities laws or the laws of any state or
territory within the United States. It may not be possible to sue
Aviva or Friends Life or their respective officers or directors in
a non-US court for violations of US securities laws. It may be
difficult to compel Aviva, Friends Life and their respective
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person'sinterests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or controlan
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website atwww.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and availability of hard copies
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Aviva's website at www.aviva.com
and on Friends Life's website at www.friendslifegroup.com by no
later than 12 noon (London time) on the Business Day following the
date of this announcement. For the avoidance of doubt, save as
expressly referred to in this announcement, the contents of those
websites are not incorporated, and do not form part of, this
announcement.
Aviva Shareholders may request a hard copy of this announcement
by contacting Marsha Rennie during business hours on +44 (0) 207
662 3004 or by submitting a request by email to
aviva.shareholders@aviva.com or in writing to St Helen's, 1
Undershaft, London EC3P 3DQ. Friends Life Shareholders may request
a hard copy of this announcement by contacting Victoria Hames
during business hours on +44 (0) 870 707 1444 or by submitting a
request in writing to Company Secretariat at One New Change,
London, EC4M 9EF.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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