Offer Update

RNS Number : 2208Z

Standard Life plc

11 January 2011

 



THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Announcement for Immediate Release

11 January 2011

RECOMMENDED CASH OFFER

BY

STANDARD LIFE PLC

FOR

FOCUS SOLUTIONS GROUP PLC

 

Offer declared wholly unconditional

On 7 December 2010, the boards of Standard Life plc ("Standard Life") and Focus Solutions Group plc ("Focus") announced they had reached agreement on the terms of a recommended cash offer to be made by Standard Life for the entire issued and to be issued share capital of Focus.

The Offer Document and Form of Acceptance, setting out the full terms and conditions to the Offer, were posted to Focus Shareholders on 10 December 2010.

Standard Life is pleased to announce that all the conditions of the Offer have now been satisfied or waived. Accordingly, the Offer in now declared wholly unconditional.  The Offer will remain open for acceptance until further notice and at least 14 days' notice will be given before the Offer is closed. 

Level of acceptances

As at 1.00 pm (London time) on 10 January 2011, Standard Life had received valid acceptances from Focus Shareholders in respect of 28,645,203 Focus Shares, representing approximately 95.3 per cent. of the existing share capital of Focus. This total includes 17,232,250 Focus Shares representing approximately 57.4 per cent. of the existing share capital of Focus, being all those Focus shares which were the subject of irrevocable undertakings to accept or procure the acceptance of the Offer obtained by Standard Life prior to making the Offer.

As at 10 January 2011, Standard Life may count 28,645,203 Focus Shares (representing 95.3 per cent. of the existing issued share capital of Focus) towards the satisfaction of the acceptance condition of the Offer.

Settlement of the consideration to which any Focus Shareholder is entitled under the Offer will be despatched either on or before 25 January 2011 in respect of Focus Shares for which acceptances of the Offer complete in all respects have been received as at 1.00 pm (London time) today. Settlement of consideration due in respect of acceptances of the Offer complete in all respects received after 1.00 pm (London time) today will be despatched to accepting Focus Shareholders within 14 days of receipt of such acceptances.

Compulsory acquisition and cancellation of listing

As set out in the Offer Document, as Standard Life has attained more than the minimum required 75 per cent. of voting rights attaching to the Focus Shares, it now intends to procure that Focus will make an application for the cancellation of the admission to trading of Focus Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 9 February 2011, being the day after the twentieth business day following the date of this announcement and that, following the cancellation, Focus will be re-registered as a private company under the relevant procedures of the Companies Act 2006. 

Further, as set out in the Offer Document, as Standard Life has received acceptances under the Offer in respect of more than 90 per cent. of the entire issued share capital of Focus, Standard Life intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining Focus Shares in respect of which the Offer has not been accepted. Accordingly, Standard Life will in due course post formal notices (the "Notices") pursuant to section 979 of the Act to Focus Shareholders who have not yet validly accepted the Offer. The Notices set out Standard Life's intention to apply the provision of section 979 of the Act to acquire compulsorily all outstanding Focus Shares on the terms of the Offer.

Action to be taken to accept the Offer

If you hold any Focus Shares in certificated form (that is, NOT in CREST), to accept the Offer in respect of those Focus Shares, please complete, sign and return the Form of Acceptance (which is being sent to you together with the Offer Document) in accordance with the instructions thereon and in the Offer Document, along with your valid share certificate(s) and/or any other relevant document(s) of title, so as to be received by Capita Registrars Limited as soon as possible.

If you hold any Focus Shares in uncertificated form (that is, in CREST), to accept the Offer in respect of those Focus Shares, please follow the procedures for Electronic Acceptance set out in the Offer Document so that the TTE instruction settles as soon as possible.  If you hold any Focus Shares as a CREST sponsored member, you should refer acceptance of the Offer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Offer Document.

Copies of the Offer Document are available for inspection during normal business hours on any Business Day at the offices of Standard Life Wealth Limited, 34th floor, 30 St. Mary Axe, London, EC3A 8EP, until the end of the Offer Period.

Enquiries:

Standard Life plc Media Relations Barry Cameron Nicki Lundy	Tel: [phone] 07712 486 463 Tel: [phone] 07515 298 302
Investor Relations Duncan Heath Paul De'ath	Tel: [phone] Tel: [phone]
Noble Grossart (financial adviser to Standard Life) Guy Stenhouse Colin Grier	Tel: [phone]

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an 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 this announcement or otherwise.  The Offer is made solely by the Offer Document and the Form of Acceptance, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.  Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.

This announcement has been prepared for the purpose of complying with English law and the City 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 of jurisdictions outside the UK.

Noble Grossart, which is authorised and regulated in the UK by the FSA, is acting exclusively for Standard Life and no one else in connection with the Offer and will not be responsible to anyone other than Standard Life for providing the protections afforded to the clients of Noble Grossart nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein.

The Offer is not being, and will not be, made, directly or indirectly, in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction.  The availability of the Offer to Focus Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions.  Therefore any persons who are subject to the laws of any jurisdiction other than the UK or Focus Shareholders who are not resident in the UK will need to inform themselves about and observe any applicable requirements.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10^th  business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror.  A Dealing Disclosure must contain details of the dealing concerned and 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 paper 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 control an interest in relevant securities of an offeree company or a paper 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 at www.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.  If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication on website

A copy of this announcement will be available on the website of Standard Life at www.standardlife.com by no later than 12 noon on Tuesday 11 January 2011.

 

END

 

 

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