Offer Update
Standard Life plc
29 October 2007
Not for release, publication or distribution, in whole or in part, in or into
any jurisidiction where to do so would constitute a violation of the relevant
laws of that jurisidiction
29 October 2007
STANDARD LIFE PLC
OFFER UPDATE
At the request of the UK Takeover Panel (the 'Panel'), Standard Life plc is
clarifying the following points.
Standard Life plc confirms that it has not made a 'no increase statement' for
the purposes of the City Code on Takeovers and Mergers (the 'Code').
At the request of the Panel, Standard Life will shortly be formally reporting on
the merger benefits statements included in the announcement of its offer for
Resolution plc on 26 October 2007 (the 'Announcement').
As at the date of this announcement, Resolution has not entered into a Merger
Agreement with Standard Life pending further discussions between the parties on
possible modifications of the offer structure. Under the terms of the current
Deed Poll entered into by Standard Life, Standard Life has undertaken to behave
in all respects in accordance with the provisions of the Merger Agreement as if
it had been entered into by both Standard Life and Resolution. The Deed Poll
will terminate upon the Merger Agreement being entered into by Resolution or
within 24 hours of Standard Life serving a termination notice on Resolution.
In paragraph 19 of the Announcement, reference is made to Standard Life having
agreed, under certain circumstances, to be liable for the Friends Provident
Inducement Fee (as defined in the Announcement). Standard Life confirms this is
the only inducement fee arrangement between Resolution and Standard Life.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of
'relevant securities' of Standard Life or Resolution, all 'dealings' in any
'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 p.m. (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the Scheme becomes Effective, lapses or is otherwise
withdrawn or on which the 'offer period' otherwise ends (or if the Acquisition
is implemented by way of an offer, until the date on which such offer becomes,
or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the 'offer period' otherwise ends). If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an 'interest' in 'relevant securities' of Standard Life or
Resolution, they will be deemed to be a single person for the purpose of Rule
8.3.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Resolution or Standard Life by Standard Life or Resolution, or by
any of their respective 'associates', must be disclosed by no later than 12.00
noon (London time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange