Offer for Suffolk Life Group

Legal & General Group Plc
11 April 2008




NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION



                             Recommended Cash Offer

                                       by

        Legal & General Retail Investments (Holdings) Limited ('LGRI'),

                          a wholly-owned subsidiary of

                 Legal & General Group Plc ('Legal & General')

                              for 100 per cent. of

                    Suffolk Life Group plc ('Suffolk Life')


On 20 March 2008, LGRI, a wholly owned subsidiary of Legal & General, announced
a cash offer for the entire issued and to be issued share capital of Suffolk
Life at a price of £15.75 per Suffolk Life Share. The terms of the Offer value
the entire issued and to be issued share capital of Suffolk Life at
approximately £62 million.

The Board of LGRI announces that the Offer Document and Form of Acceptance
relating to the Offer are being posted to Suffolk Life Shareholders (and, for
information purposes only, to Suffolk Life Optionholders) today.

The Offer will be open for acceptances until 1.00 p.m. (London time) on 6 May
2008 unless the period for acceptance is extended by LGRI.

The Financial Services Authority has given its approval for the acquisition of
control of Suffolk Life by a member of the Legal & General Group. The full terms
and conditions of the Offer (including details of how the Offer may be accepted)
are set out in the Offer Document and the Form of Acceptance accompanying the
Offer Document.

Copies of the Offer Document and the Form of Acceptance will be available for
collection during normal business hours only on any weekday (excluding public
holidays) after the date of this announcement from Capita Registrars at
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
while the Offer remains open for acceptance. These additional documents can also
be obtained by contacting Capita Registrars on 0871 664 0321 or if calling from
outside the UK, [phone]. Calls to the Capita Registrars 0871 664 0321
number are charged at 10 pence per minute (including VAT) plus any of your
service provider's network extras. Calls to the Capita Registrars [phone]
3399 number from outside the UK are charged at applicable international rates.
Different charges may apply to calls made from mobile telephones and calls may
be recorded and monitored randomly for security and training purposes. Capita
Registrars cannot provide advice on the merits of the Offer nor give any
financial, legal or tax advice.

Terms used in this announcement shall have the same meaning given to them in the
Offer Document.




Enquiries:

Legal & General


Investors:
Jonathan Maddock      Head of Investor Relations           [phone]
Nicola Marshall            Investor Relations Manager      [phone]


Media:
John Godfrey               Group Communications Director   [phone]
Richard King               Head of Media Relations         [phone]
Anthony Carlisle          Citigate Dewe Rogerson            [phone]



Lazard                                                     [phone]
(financial adviser to Legal & General)
Jon Hack
Sandor de Jasay


Suffolk Life
Henry Catchpole         Chief Executive                    [phone]

Fenchurch Advisory Partners                                [phone]
(financial adviser to Suffolk Life)
Malik Karim

Graham Marchant

Financial Dynamics                                         [phone]
(PR adviser to Suffolk Life)
Louise Dolan
Nick Henderson



This Announcement is not intended to and does not constitute or form any part of
any offer, invitation or the solicitation of an offer to purchase, subscribe for
or otherwise acquire, sell or dispose of, any securities pursuant to the Offer
or otherwise. The Offer will be made solely by the Offer Document and Form of
Acceptance, when issued, which will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted.

Lazard, which is authorised and regulated by the Financial Services Authority in
the UK, is acting for LGRI and Legal & General in connection with the Offer and
no-one else and will not be responsible to anyone other than LGRI and Legal &
General for providing the protections afforded to clients of Lazard or for
providing advice in relation to the Offer.

Fenchurch Advisory Partners, which is authorised and regulated by the Financial
Services Authority in the UK, is acting for Suffolk Life and no one else in
connection with the Offer and will not be responsible to any person other than
Suffolk Life for providing the protections afforded to clients of Fenchurch
Advisory Partners or for providing advice in relation to the Offer.

This Announcement has been prepared in accordance with English law and the Code
and information disclosed may not be the same as that which would have been
prepared in accordance with the law of jurisdictions outside England.

The Offer will be subject to the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange and the Code. The
distribution of this Announcement in jurisdictions other than the United Kingdom
and the availability of the Offer to Suffolk Life Shareholders who are not
resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Suffolk Life Shareholders who are
not resident in the United Kingdom will need to inform themselves about, and
observe, any applicable requirements.

Unless otherwise determined by LGRI or required by the Code and permitted by
applicable law and regulation, the Offer is not being, and will not be made,
directly or indirectly, in or into or by use of the mails of, or by any other
means or instrumentality (including, without limitation, facsimile transmission,
telex, telephone, internet or other forms of electronic transmission) of
inter-state or foreign commerce of, or any facility of a national, state or
other securities exchange of, the United States or any other Restricted
Jurisdiction, and will not be capable of acceptance by any such use, means,
instrumentality or facility or from within the United States, or any other
Restricted Jurisdiction. Accordingly, unless otherwise determined by LGRI or
required by the Code and permitted by applicable law and regulation, 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 or any other Restricted Jurisdiction, and persons receiving
this Announcement (including, without limitation, custodians, nominees and
trustees) must not mail, or otherwise, forward, distribute or send it in, into
or from such jurisdiction.

Any persons (including without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or may have a contractual or legal
obligation to, forward this Announcement, and/or the Offer Document, and/or any
other related document to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction.

Nothing in this Announcement is intended, or is to be construed, as a forecast,
projection or estimate of the future financial performance of Suffolk Life, LGRI
or Legal & General Group.


Cautionary statement regarding forward-looking statements

This Announcement, including information included or incorporated by reference
in this Announcement may contain forward-looking statements concerning LGRI,
Legal & General Group and/or Suffolk Life. Generally the words 'will', 'may',
'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar
expressions identify forward-looking statements. The forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those suggested by them. Many of these risks and uncertainties
relate to factors that are beyond the companies' abilities to control or
estimate precisely, such as future market conditions and the behaviours of other
market participants, and therefore undue reliance should not be placed on such
statements which speak only as at the date of this Announcement. LGRI, Legal &
General and Suffolk Life assume no obligation and do not intend to update these
forward-looking statements, except as required pursuant to applicable law.


Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, '
interested' (directly or indirectly) in one per cent. or more of any class of '
relevant securities' of Suffolk Life, 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 Business Day following
the date of the relevant transaction. This requirement will continue until the
date on which the 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 Suffolk Life, 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 Suffolk Life by LGRI or Suffolk Life, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the 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 in this section (Dealing Disclosure Requirements) are
defined in the 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