Completion of Acquisition

 

TIDM35PG TIDMRSL 
 
RNS Number : 9913B 
Friends Provident Group PLC 
05 November 2009 
 

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 
 
 
5 November 2009 
FRIENDS PROVIDENT GROUP PLC 
Company Number: 6861305 
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 
 
 
Completion of Acquisition 
 
 
The boards of Resolution Limited ("RSL") and Friends Provident Group plc 
("Friends Provident") are pleased to announced that the acquisition of Friends 
Provident by Resolution Holdings (which will be renamed Friends Provident 
Holdings (UK) Limited) has been completed. Accordingly, admission of the New RSL 
Shares to listing on the Official List of the UK Listing Authority and to 
trading on the London Stock Exchange's main market for listed securities, and 
the transfer of RSL to a Primary Listing, occurred with effect from 8.00 a.m. 
today, 5 November 2009. 
Commenting, Mike Biggs, Chairman of RSL, said: 
"We are pleased that our life assurance consolidation project is now underway 
with the acquisition of Friends Provident. We remain confident that our strategy 
to create a leading UK life assurance and asset management group with a 
transparent and sustainable business model is in the best interest of our 
shareholders.  We are now focussed on overseeing Friends Provident's current 
business in the near term and on securing further acquisitions to build the 
enlarged group." 
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. 
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 trading of Friends Provident Shares on the London Stock Exchange's main 
market for listed securities and the listing of the Friends Provident Shares on 
the Official List of the UKLA was cancelled at Friends Provident's request with 
effect from 8.00 a.m. today. 
Board Changes 
Friends Provident announces the retirement from its board, with effect from 
today, 5 November 2009, of Sir Adrian Montague, Rodger Hughes, Ray King and 
David Rough. 
Clive Cowdery, John Tiner, David Allvey and Sir Malcolm Williamson have all been 
appointed to the boards of Friends Provident Holdings (UK) Limited and Friends 
Provident Group plc, joining Sir Mervyn Pedelty, Robin Phipps, Gerhard 
Roggemann, Trevor Matthews and Evelyn Bourke as directors of those companies 
with effect from today. Sir Mervyn Pedelty will act as chairman of the board of 
Friends Provident Holdings (UK) Limited. 
STICS and Lower Tier 2 Debt 
As previously announced on 11 August 2009, Friends Provident now intends to 
appoint an independent investment bank to determine what amendments (if any) are 
required to be made to the Alternative Coupon Satisfaction Mechanism under the 
STICS as a result of the completion of the Acquisition. Save for the 
aforementioned, the obligations of Friends Provident as issuer and FPLP as the 
guarantor of the STICS are unaffected by the Acquisition. 
No changes will be made to the Lower Tier 2 Debt as a result of the Acquisition 
and the obligations of Friends Provident as issuer and FPLP as the guarantor of 
the Lower Tier 2 Debt are unaffected by the Acquisition. 
Friends Provident confirms that it will make coupon payments on 21 November 2009 
on the securities that are due. RSL confirms that ongoing access to the debt 
capital markets is an important part of the financing strategy of the group. 
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                        |                                     | 
| Media                             |                                     | 
| Alex Child-Villiers, Temple Bar   |                                     | 
| Advisory                          |                                     | 
|  [phone]              |                                     | 
| Investors                         |                                     | 
| Steve Riley                       |                                     | 
| [phone]               |                                     | 
+-----------------------------------+-------------------------------------+ 
Notes to Editors: 
On 2 November 2009, FTSE announced that RSL will replace Friends Provident in 
the FTSE indices with effect from the commencement of trading today, 5 November 
2009. 
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. 
 
 
CA093080023 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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