Statement Re. Possible Offer
Standard Life plc
25 October 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
25 October 2007
Standard Life plc ('Standard Life'): Statement Re. Possible Offer For Resolution
plc ('Resolution')
Further to today's announcement by Resolution, Standard Life confirms that it is
in advanced discussions with the Board of Resolution on a possible recommended
offer for Resolution on the terms set out below (the 'Proposed Offer'). In
association with the Proposed Offer, Standard Life anticipates selling assets,
including the Life Division South and Resolution Management Services businesses
of Resolution, to the Swiss Reinsurance Company for cash.
The terms of the Proposed Offer are 517 pence in cash and 0.715 new Standard
Life shares for each Resolution ordinary share.
If the Proposed Offer were to proceed, the Board of Standard Life believes it
will deliver compelling value to both Standard Life and Resolution shareholders
due to the strong commercial logic and significant financial synergies it would
bring.
A further announcement will be made in due course.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1% 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 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which any offer becomes, or is declared,
unconditional as to acceptances (or, if implemented by a scheme of arrangement,
such scheme becomes effective), lapses or is otherwise withdrawn or on which the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 Code, all 'dealings' in 'relevant
securities' of Resolution by Standard Life or of Standard Life by 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 Takeover 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 Code, which can also be found on the
Takeover 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 Takeover
Panel.
This information is provided by RNS
The company news service from the London Stock Exchange