TIDMRSL TIDMFP.
RNS Number : 9895B
Resolution Limited
04 November 2009
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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
4 November 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 Confirming the Capital Reduction
The boards of Resolution Limited ("RSL") and Friends Provident Group plc
("Friends Provident") are pleased to announce that the High Court of Justice has
made an order confirming the Capital Reduction. The Court order relating to the
Capital Reduction was registered today, 4 November 2009.
Accordingly the Scheme has become Effective in accordance with its terms. It is
expected that admission of the New RSL Shares to listing on 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
at or about 8.00 a.m. tomorrow, 5 November 2009.
Settlement
RSL will pay a total of approximately GBP312 million in cash and issue
1,752,451,145 New RSL Shares to Scheme Shareholders as consideration for the
Acquisition. Scheme Shareholders who opted to make Further Cash Elections will
therefore receive the full amount they elected to receive in cash. Immediately
following Admission, RSL's total issued share capital will comprise
2,412,451,145 ordinary shares of no par value.
Despatch of cheques in respect of cash consideration or settlement of cash
consideration 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. Settlement of New RSL Shares through
CREST is expected to take place on 5 November 2009.
The admission of the Friends Provident Shares to the Official List of the UK
Listing Authority and to trading on the London Stock Exchange's main market for
listed securities, which was suspended with effect from 7.30 a.m. on 2 November
2009, is therefore expected to be cancelled, at Friends Provident's request,
with effect from 8.00 a.m. on 5 November 2009.
Terms and expressions used in this announcement shall, unless the context
otherwise requires, have the same meanings as set out in the Scheme Circular
sent to Shareholders dated 8 September 2009.
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.
+-----------------------------------+-------------------------------------+
| Enquiries: | |
+-----------------------------------+-------------------------------------+
| Resolution | Friends Provident |
| Media | Media |
| Alex Child-Villiers, Temple Bar | Nick Boakes |
| Advisory | +44 (0) 845 6417814 |
| +44 (0) 7795 425580 | Peter Timberlake |
| Investors | +44 (0) 845 6417834 |
| Steve Riley | Investors |
| +44 (0)20 3372 2908 | Chris 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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