Fondul Proprietatea Regulatory News (FP.)

23 Oct 2009 17:06



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

23 October 2009

Friends Provident Group plc

Update in relation to the  Recommended Acquisition of Friends Provident Group plc by Resolution Holdings (UK) Limited, a subsidiary undertaking of Resolution Limited, to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006

FSA Approves Change of Control

Resolution Limited ("Resolution") and Friends Provident Group plc ("Friends Provident") are pleased to announce that the Financial Services Authority has given notice of its approval, subject to conditions, of the change of control applications submitted by Resolution in connection with the Acquisition. Condition 1.3.3 to the Scheme, as set out in Part IV of the circular sent to Friends Provident shareholders dated 8 September 2009 (the "Circular"), has therefore been satisfied.

Accordingly, subject to the sanction of the Scheme and the confirmation of the Capital Reduction by the Court and the satisfaction or, where relevant, waiver of the other Conditions, the Acquisition is expected to become effective by 5 November 2009.

The expected timetable of principal events to completion of the Acquisition and immediately thereafter remains as set out in the Circular, namely:

Resolution intends to release its next Interim Management Statement on Thursday 12 November 2009. Assuming completion occurs as expected, this will cover both the existing Resolution and Friends Provident groups. 

These times and dates are indicative only, are based on current expectations and may be subject to change (including as a result of changes to Court times, the regulatory timetable and/or the process for settlement of the Acquisition). These times and dates will also depend on, amongst other things, the date on which the remaining Conditions are satisfied or, where relevant, waived, on the date on which the Court sanctions the Scheme and confirms the associated Capital Reduction, as well as the date on which the relevant orders of the Court are delivered to and registered by the Registrar of Companies.

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.

Notes to Editors:

About the FSA change of control approval, Resolution Limited and the acquisition of Friends Provident Group plc:

The FSA has approved Resolution's change of control applications with conditions that no changes are made to the quantity and quality of capital resources in or to the overall financial condition of certain regulated entities of the Friends Provident group. A copy of the FSA's final notice in respect of its approval of Resolution's change of control application will shortly be available on its website www.fsa.gov.uk.

Resolution is listed on the London Stock Exchange. Its objective is to acquire businesses and provide the public markets with a series of restructuring opportunities in the financial services industry in the UK and Western Europe.

Resolution has outsourced most of its operating functions, including the identification and assessment of acquisition opportunities and the design and execution of the restructuring and disposal process for acquired businesses, to Resolution Operations LLP, an FSA-authorised UK limited liability partnership. 

On 11 August 2009, the Boards of Resolution and Friends Provident announced the recommended acquisition of Friends Provident by a subsidiary undertaking of Resolution, Resolution Holdings (UK) Limited (to be renamed Friends Provident Holdings (UK) Limited following completion of the acquisition). Membership of the board of Resolution Holdings (UK) Limited will be announced upon completion of the acquisition.

The acquisition represents the start of Resolution's consolidation and restructuring of businesses in the UK and Western Europe life and asset management sectors. 

On 16 October 2009, FTSE announced that it expects Resolution to replace Friends Provident in the FTSE indices on Thursday 5 November 2009 based on the Resolution offer terms of 0.9 new Resolution shares for each Friends Provident Group share only. A further FTSE notice will be issued announcing a share increase for Resolution to reflect its existing 660m shares in issue and any adjustment as a result of shareholders electing for the cash component of the offer once known.

Further details about Resolution and the acquisition can be obtained from Resolution's prospectus published in connection with the acquisition. The prospectus can be accessed (other than by certain overseas investors) at Resolution's website www.resolution.gg. 

For more information on Friends Provident including photos, awards, fast facts, presentations, and media contacts please visit the media section at www.friendsprovident.com/media

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.