Response to Pearl's Statement
Standard Life plc
01 November 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
For immediate release
1 November 2007
RESPONSE TO PEARL'S STATEMENT
Standard Life plc ('Standard Life') believes Pearl's announcement today to be
self-serving and potentially misleading. Standard Life is convinced that
shareholders will not be misled into ignoring the intrinsic merits of Standard
Life's investment case and the value expected to be generated by the acquisition
of Resolution.
. Standard Life has delivered impressively strong new business growth and
improving shareholder cash flows over recent years
. The acquisition complements Standard Life's strategy of organic growth
by adding distribution, product breadth, customers and assets to manage
. The transaction is expected to enhance EEV operating earnings per share
and operating ROEV from 2009
. The transaction represents a multiple of embedded value of 1.3x
Sandy Crombie, Group Chief Executive, said: 'We can only presume that Pearl's
behaviour is indicative of their eagerness to acquire Resolution on terms that
create significant value for them. We believe that our acquisition represents a
better fit with Resolution. Pearl's actions simply reinforce our conviction in
the substantial value we can create. We look forward to continuing to discuss
this with our and Resolution's shareholders.'
BASES OF CALCULATION AND SOURCES OF INFORMATION
1. Unless otherwise stated:
(i) financial information relating to Resolution has been extracted (without
material adjustment) from the audited annual report and accounts for
Resolution for the year ended 31 December 2006 or from the unaudited
interim financial statements of Resolution for the half year ended 30
June 2007
(ii) financial information relating to Standard Life has been extracted
(without material adjustment from the audited annual report and
accounts for Standard Life for the year ended 31 December 2006 or from the
unaudited interim financial statements of Standard Life for the half year
ended 30 June 2007
2. The acquisition multiple of 1.3x embedded value as of 30 June 2007 is
based on:
. Standard Life's acquisition price of approximately £2,555 million
. This is based on Standard Life's proposed offer terms, the agreement
between Swiss Re and Standard Life and a Standard Life share price of
276.25p on 25 October 2007, the closing price on the day before the
announcement of Standard Life's offer;
. The stated embedded value acquired by Standard Life of £1,953 million
as of 30 June 2007
. Both the embedded value acquired and the acquisition price reflect £563
million group cash and £935 million of external debt as of 30 June 2007
3. As at the close of business on 1 November 2007, Resolution has in issue
686,442,891 ordinary shares of 5 pence each
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.
Forward looking statements
This announcement may contain forward looking statements that are based on
current expectations or beliefs, as well as assumptions about future events.
Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects',
'intends', 'anticipates' or similar expressions identify forward-looking
statements. These statements are based on the current expectations of management
and are naturally subject to risks, uncertainties and changes in circumstances.
Undue reliance should not be placed on any such statements because, by their
very nature, they are subject to known and unknown risks and uncertainties and
can be affected by other factors that could cause actual results, and
management's plans and objectives, to differ materially from those expressed or
implied in the forward looking statements.
This information is provided by RNS
The company news service from the London Stock Exchange