Acquisition of Standard Life Assurance

RNS Number : 7539F

Phoenix Group Holdings

23 February 2018

 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

Proposed acquisition of Standard Life Assurance and reinforced Strategic Partnership with Standard Life Aberdeen plc

The Board of Phoenix Group Holdings ("Phoenix" or the "Company" and, together with its subsidiaries, the "Group") is pleased to announce the proposed acquisition of the majority of Standard Life Assurance Limited and Vebnet Limited (together "Standard Life Assurance" or the "Acquired Businesses") for a total consideration of £2,930m⁽¹⁾ (the "Acquisition"), and the extension and significant enhancement of the existing long term Strategic Partnership with Standard Life Aberdeen ("SLA"). The Acquisition encompasses all of SLA's UK and European life insurance business. SLA will retain its UK retail platforms and advice business.

Compelling Strategic Rationale and Significant Financial Benefits

·    Makes Phoenix the pre-eminent closed life fund consolidator in Europe and meets all of Phoenix's M&A criteria: The Acquisition creates an enlarged Group with £240 billion of legacy assets and 10.4 million policyholders. This greater scale and alignment with Phoenix's existing product mix strengthens Phoenix's capacity to generate shareholder value through the delivery of management actions and future accretive acquisitions.

·    Materially enhances the Group's cashflows over time: The Acquisition is expected to generate a total of £5.5 billion of additional aggregate cashflows, of which £1.0 billion is expected to be generated between 2018 and 2022 and £4.5 billion from 2023 onwards.

·    Delivers an increased dividend with enhanced sustainability: This additional cash generation supports a proposed increase in the annualised cost of the dividend to £338 million from the date of the 2018 final dividend. Based on the Phoenix closing share price of 759.5 pence per share as at 22 February 2018, this would be approximately equivalent to a 3% increase in the dividend per share⁽²⁾.

·    Significant potential for cost and capital synergies: The integration of Standard Life Assurance is expected to create net synergies of £720 million, including recurring pre-tax cost savings of £50 million per annum, valued at £415 million⁽³⁾, and non-recurring capital synergies of £440 million, less integration costs of £135 million.

·    Attractive transaction pricing: The total consideration payable of £2,930⁽¹⁾ million represents 84% of Standard Life Assurance's estimated Solvency II Own Funds⁽⁴⁾ of £3.5 billion as at 31 December 2017. This compares to 85% and 89% of Solvency II Own Funds that were paid for the recent acquisitions of AXA Wealth and Abbey Life, respectively.

·    Efficient financing structure: The consideration of £2,930 million will be financed through: (a) a cash consideration of £1,971 million, and (b) the issuance to SLA of shares in Phoenix representing approximately 19.99% of the enlarged share capital of Phoenix following completion of the Acquisition. The Company proposes to finance the cash consideration via a £950 million rights issue, fully underwritten on a standby basis, with the remaining cash consideration of £1,021 million financed from up to £1,500 million of underwritten debt facilities and up to £250 million of own cash resources. The proposed financing structure is expected to maintain the Group's Fitch leverage ratio within its target range of 25-30%.

·    Maintains balance sheet strength: The Group's estimated Solvency II Surplus as at 31 December 2017 is expected to increase from £1.8 billion to £2.5 billion on a pro-forma basis⁽⁴⁾ and the Shareholder Capital coverage ratio⁽⁴⁾ at announcement is expected to be 147%.

·    Organic future growth in assets from Client Service and Proposition Agreement: The reinforced Strategic Partnership includes a Client Service and Proposition Agreement enabling Phoenix to underwrite and provide policy administration for Workplace pension and Retail SIPP and drawdown products.

·    Optionality for future European expansion, with a potential £160 billion market opportunity: The Acquisition increases Phoenix's potential market from approximately £380 billion of closed life fund assets in the UK to approximately £540 billion of assets across the UK, Germany and Ireland.

Strategic Partnership

As part of the Acquisition, Phoenix and SLA will significantly expand and enhance the scope of their existing Strategic Partnership:

·    SLA will acquire a strategic shareholding of approximately 19.99% in the enlarged Group with two Directors appointed by SLA joining the Board of Phoenix;

·    SLA will become Phoenix's preferred, long-term asset management partner for Standard Life Assurance, and the existing arrangements between the parties under which SLA manages assets for Phoenix will be extended; and

·    SLA and Phoenix will enter into a Client Service and Proposition Agreement leveraging the respective capabilities of both partners, and Aberdeen Standard Investments will, where appropriate, provide asset management services. This provides an organic growth opportunity to the enlarged Group from future fee revenue on the new business.

Commitment to Scotland

The Acquisition delivers to Phoenix an established and highly experienced management team and a depth of talent which will be fundamental to the future success of Phoenix's business.

Post Completion, over 57% of the enlarged Phoenix's headcount will be based in Edinburgh and Phoenix has indicated to SLA its long-term intention to maintain operational headquarters in Edinburgh.

Commenting on the Acquisition, the Group's CEO, Clive Bannister, said:

"This is a compelling transaction for Phoenix, consistent with the Group's stated strategy and acquisition criteria. The proposed Acquisition establishes Phoenix as the pre-eminent closed life fund consolidator in Europe with more than 10 million policyholders and supports a significant increase in Phoenix's cash generation. The reinforced Strategic Partnership with Standard Life Aberdeen allows both companies to focus on their key strategic strengths whilst generating future value through the new Client Service and Proposition Agreement. We are delighted that Standard Life Aberdeen recognises the value that Phoenix's ownership of these businesses can deliver and has chosen to become our largest shareholder with a holding of 19.99%.

With a purchase price representing 84% of Solvency II Own Funds and £720 million of value from cost and capital synergies, the Acquisition is attractive from a financial perspective and supports an anticipated increase in our dividend."

Transaction Timetable

Due to its size, the Acquisition is categorised as a "reverse takeover" under the Listing Rules and is therefore subject to the requirements of a Class 1 transaction, including being conditional upon the approval of Phoenix's shareholders. The listing of Phoenix's ordinary shares (including the new ordinary shares proposed to be issued pursuant to the Rights Issue and as consideration to SLA) (the "Ordinary Shares") on the premium listing segment of the Official List will be cancelled upon completion of the Acquisition ("Completion"). Applications will be made to the UK Listing Authority for the Ordinary Shares to be re-admitted to the premium listing segment of the Official List and to the London Stock Exchange for the Ordinary Shares to be re-admitted to trading on the main market for listed securities (together, "Re-admission"). Re-admission is expected to occur immediately following (or as soon as practicable after) Completion.

The Acquisition is categorised as a Class 1 transaction for SLA and so will also be conditional upon the approval of SLA's shareholders.

Phoenix expects to publish a combined shareholder circular and prospectus (the "Circular and Prospectus") for the Acquisition and Rights Issue in mid April 2018, with SLA expected to publish its Class 1 circular at a similar time. The respective shareholder votes will follow at general meetings expected to be convened in early May 2018, with the Rights Issue launching once the requisite resolutions are passed, and commencement of trading in new fully paid shares expected mid May 2018. Completion of the Acquisition is expected during the third quarter of 2018.

Webcast and Conference Call

A presentation for analysts and investors will be held today, 23 February 2018, at 10.30 a.m. (GMT) at Bank of America Merrill Lynch, 2 King Edward Street, London, EC1A 1HQ, with tea and coffee served from 10.00 a.m.

A link to a live webcast of the presentation and a copy of the presentation will be available at www.thephoenixgroup.com.

Participants may also join the presentation via conference call using the following dial-in details:

UK                                      020 3936 2999

International                        [phone]

Participant passcode:          772747

The person responsible for arranging for the release of this announcement on behalf of Phoenix is Gerald Watson.

Enquiries

Investors:

Phoenix Group
Sam Perowne, Head of Investor Relations
[phone]

BofA Merrill Lynch (Joint Financial Advisor and Global Coordinator)

Arif Vohra, Craig Coben, Fraser Allan, Ali Azar

[phone]

HSBC (Sole Sponsor, Corporate Broker, Joint Financial Advisor and Global Coordinator)

Graeme Lewis, Simon Alexander, James Thomlinson, Richard Fagan

[phone]

J.P. Morgan Cazenove (Joint Global Coordinator)

Mike Collar, Barry Meyers

[phone]

BNP Paribas (Joint Bookrunner)

Ray Barrett, Mark Field, Guy Marks

[phone]

Media:

Maitland
Neil Bennett
[phone]

Phoenix trading and integration update

Phoenix generated a total of £653 million of cash from the Group's operating companies in 2017 and had holding company cash of £535 million as at 31 December 2017.

The Company is on track to be at the top end of the range of its £1.0 - £1.2 billion cash generation target for 2017 - 2018. In addition, Phoenix today announces a new, long-term cash generation target of £2.5 billion from the existing businesses over the period 2018 - 2022, excluding the impact of the Acquisition.

As at 31 December 2017, Phoenix had an estimated £74 billion of life company assets and 5.6 million policyholders. It had an estimated Solvency II Own Funds of £4.6 billion and estimated Solvency Capital Requirement⁽⁴⁾ ("SCR") of £2.8 billion at 31 December 2017. Phoenix's estimated Solvency II surplus as at 31 December 2017 was £1.8 billion, with a Shareholder Capital coverage ratio of 164%.

The integration of AXA Wealth and Abbey Life is now substantially complete, delivering larger than anticipated benefits. Since acquisition, AXA Wealth and Abbey Life have delivered cash generation of £282 million and £236 million respectively. Furthermore, Phoenix now expects higher cost synergies from the acquisitions, from £10 million to £17 million per year for AXA Wealth, and it is expected that cost savings from Abbey Life will increase from £7 million to £10 million per year by the end of the first quarter of 2018.

At its Investor Day on 14 June 2017, Phoenix announced its intention to selectively examine transactions in the Bulk Purchase Annuity market. Phoenix continues to believe that this market offers an attractive and complementary source of assets for the Group, and can confirm that it is currently in exclusive discussions on its first external pensions buy-in transaction.

Phoenix's ongoing onshoring process, including putting in place a new UK-registered holding company for the Group, is expected to occur as soon as is practicable following Completion.

Phoenix will release its Full Year 2017 Results on 15 March 2018.

Information on Standard Life Assurance

Standard Life Assurance includes SLA's UK and European life insurance, pensions and savings business, but excludes SLA's retail platform and growth business infrastructure, as well as its advice business. Standard Life Assurance serves approximately 4.8 million policyholders across multiple business segments and has approximately £166 billion of assets.

Standard Life Assurance is authorised by the PRA, and regulated by the FCA and the PRA to carry on long-term insurance business in the UK, and by the CBI and BaFin in Ireland and Germany respectively. Standard Life Assurance had estimated Solvency II Own Funds of £3.5 billion and SCR of £2.5 billion as at 31 December 2017. The estimated Solvency II surplus of Standard Life Assurance as at 31 December 2017 was £1.0 billion, with a Shareholder Capital coverage ratio of 143%.

The Gross Assets of Standard Life Assurance were £167 billion as at 31 December 2017. Profits before tax attributable to the assets of Standard Life Assurance were £377 million for the year ended 31 December 2017.

Key business segments within Standard Life Assurance include the following:

Legacy book

·      UK Mature (approximately £56 billion of assets), which includes with profits, annuities, protection, pensions and investment bond business;

·      Europe Mature (approximately £12 billion of assets), which includes with profits business and annuities in Germany, and pensions, annuities, protection and life assurance business in Ireland; and

·      Legacy Workplace (approximately £21 billion of assets), which is a mature back book of with profits workplace pension products.

Legacy book with new business manufacturing

·      Workplace (approximately £19 billion of assets), which includes workplace pension products;

·      Retail Growth (approximately £46 billion of assets), which includes pensions and savings products, and income drawdown business; and

·      Europe Growth (approximately £12 billion of assets), which includes investment products and off-shore bonds.

As part of its Brexit plan, Standard Life Assurance currently intends to conduct a Part VII transfer of its German and Irish branches into its Irish subsidiary.

Principal Terms of the Acquisition and Strategic Partnership

Share Purchase Agreement

The Share Purchase Agreement (the "SPA") dated 23 February 2018 between Phoenix and SLA provides for the acquisition by Phoenix of the entire issued share capital of the Acquired Businesses from SLA. The SPA is subject to the satisfaction of conditions including receipt of SLA and Phoenix shareholder approval, regulatory and anti-trust approvals, receipt of the proceeds from the Rights Issue, and completion of a reorganisation of Standard Life Assurance to achieve the transaction perimeter. The total consideration of £2,930 million will be financed through: (a) cash consideration of £1,971 million, subject to locked box adjustments, and (b) the issuance to SLA of shares in Phoenix representing approximately 19.99% of the enlarged share capital of Phoenix following Completion. Each party is obliged to pay a break fee to the other if the SPA terminates in circumstances where shareholder approval is not secured as a result of the transaction not being recommended. The SPA provides for a purchase price adjustment mechanism for 10 years from Completion to adjust for the projected value of fees lost by SLA upon certain types of withdrawal of assets from its management.

Deed of Indemnity

The Deed of Indemnity will provide for SLA to indemnify Phoenix in respect of liabilities of Standard Life Assurance arising out of the FCA's Annuity Sales Practices Review and related regulatory processes. The indemnity will sit on top of an existing provision within Phoenix to cover (i) policyholder redress; (ii) any FCA fines; and (iii) any associated costs, expenses and advisor fees.

Transitional Services Agreement

Heads of terms for the Transitional Services Agreement (the "TSA") have been agreed. SLA currently provides certain services to Standard Life Assurance on an intra-group basis. Under the TSA (to be signed on Completion), SLA shall provide services to the Acquired Businesses necessary for migration and separation. Standard Life Assurance may also need to provide certain services to SLA under a reverse transitional services agreement.

Client Service and Proposition Agreement

SLA and Phoenix have entered into a Client Service and Proposition Agreement that will govern the Workplace, SIPP and drawdown products of Standard Life Assurance by SLA. SLA will receive fees in relation to assets under management. The Client Service and Proposition Agreement will cover, inter alia, obligations in relation to development of products, maintenance and development of IT and other sales infrastructure.

Investment Management Agreement 

Pursuant to the SPA, Phoenix and SLA have agreed a form of Investment Management Agreement to be entered into by Standard Life Assurance Limited and Standard Life International Limited ("SLI") at Completion. Pursuant to the Investment Management Agreement, SLI will be responsible for the management of Standard Life Assurance's investment portfolio within the pre-agreed investment guidelines. The Investment Management Agreement may be terminated by either party on three years' written notice. Standard Life Assurance also has certain specific rights to withdraw assets from SLI's management.

Relationship Agreement

Phoenix and SLA have agreed the terms of a Relationship Agreement to be entered into once SLA becomes a holder of approximately 19.99% of the enlarged Phoenix, which will govern the relationship between Phoenix and SLA and ensure that the enlarged Phoenix carries on as an independent business and complies with its obligations under the Listing Rules. Under the Relationship Agreement, SLA will have the right to appoint two non-executive directors to the Board of Phoenix for so long as SLA holds 15% or more of the share capital of the enlarged Phoenix and the right to appoint one non-executive director to the Board of Phoenix for so long as SLA holds 10% or more (but less than 15%) of the share capital of the enlarged Phoenix. Subject to certain exceptions, SLA has agreed to a 12-month lock-up and a two-year standstill following Completion (except in respect of its shares under management).

Financial Impact of the Acquisition

The Acquisition will bring to the Group an additional £166 billion of assets and approximately 4.8 million policyholders, based on Standard Life Assurance's position as at 31 December 2017. This will result in an increase in the Group's existing assets to £240 billion and 10.4 million policyholders.

The Company has today announced a new standalone cash generation target, excluding the impact of the Acquisition, of £2.5 billion for the years 2018 to 2022, with a further £3.8 billion of cash generation expected from 2023 onwards. Including Standard Life Assurance, the Group's aggregate cash generation from in-force business, after implementing certain management actions, is expected to be £11.8 billion, of which £3.5 billion is expected for the years 2018 to 2022 with a further £8.3 billion expected from 2023 onwards. Furthermore, the Group anticipates incremental value from future new business arising under the Client Service and Proposition Agreement for the Workplace pension and retail SIPP and drawdown elements of Standard Life Assurance.

The proposed financing mix will maintain the Group's balance sheet strength, with the Fitch leverage ratio expected to remain within the Group's target range of 25-30%, in line with its focus on maintaining its investment grade rating.

The Group's estimated Solvency II Own Funds are expected to increase to £7.8 billion as at 31 December 2017, with the Group's SCR expected to increase to £5.3 billion. The estimated Solvency II surplus as at 31 December 2017 is expected to increase from £1.8 billion to £2.5 billion, with the Shareholder Capital coverage ratio reducing from 164% to 147%. Phoenix has implemented hedging strategies to protect its capital position in line with the Group's existing market risk policies from the date of announcement, which is expected to support the resilience of the Group's Solvency II capital sensitivities.

The Company expects that the transition of Standard Life Assurance assets onto Phoenix's Target Operating Model will unlock significant value for Phoenix shareholders over time. The Acquisition is expected to result in recurring pre-tax cost savings of £50 million per annum, valued at £415 million on a post-tax basis and capitalised over 10 years. The Acquisition is also expected to create non-recurring capital synergies of £440 million as a result of the hedging of unit linked value-in-force business and the application of Phoenix's Strategic Asset Allocation across the enlarged annuity portfolio. The Directors expect to incur one-time post-tax expenditure of approximately £135 million to complete the integration. The Directors believe that the estimated synergies as set out above (which may be subject to the prior approval of the PRA) could not be achieved without Completion.

Phoenix management has significant experience integrating acquisitions into the Group. Following the completion of the AXA and Abbey Life acquisitions in November 2016 and December 2016, respectively, full integration of these businesses is now close to completion. The Group is therefore able to draw on its skilled resource pool to execute the integration of Standard Life Assurance.

Dividend and Dividend Policy

Supported by the additional long-term cashflows arising from the Acquisition, Phoenix expects to increase its annualised dividend to £338 million from the date of the final 2018 dividend versus the current standalone annualised dividend of £197 million. Based on the Phoenix closing share price of 759.5 pence per share as at 22 February 2018, this would be approximately equivalent to a 3% increase in the dividend per share⁽²⁾. The Group intends to maintain its stable and sustainable dividend policy going forward.

Financing the Acquisition

The total consideration of £2,930 million will be financed through: (a) cash consideration of £1,971 million, and (b) the issuance to SLA of shares in Phoenix representing approximately 19.99% of the enlarged share capital of Phoenix following Completion, valued at £959 million⁽⁵⁾.

The Company expects to fund the cash consideration via a £950 million rights issue, fully underwritten on a standby basis, with the remaining cash consideration of £1,021 million to be financed from up to £1,500 million of underwritten debt facilities and up to £250 million of own cash resources.

The Rights Issue has been fully underwritten on a standby basis by HSBC Bank plc ("HSBC"), Merrill Lynch International ("BofA Merrill Lynch"), J.P. Morgan Securities plc ("J.P. Morgan Cazenove") and BNP Paribas ("BNPP") (together the "Underwriters"). 

If Completion does not take place before the long-stop date of 31 December 2018 (extendable in limited circumstances), the Directors intend to retain the net proceeds of the Rights Issue for use within the next 12 months on alternative acquisitions consistent with the Group's acquisition criteria and strategy. Failing this, the Directors will either seek to return the net proceeds of the Rights Issue to shareholders in a tax efficient and practicable manner or seek shareholder approval to continue to hold the net proceeds of the Rights Issue for general corporate purposes.

Integration of Standard Life Assurance

The Group intends to apply a disciplined approach to the integration of Standard Life Assurance, and will continue to retain strong capabilities in order to support both the in-force as well as new business expected to be manufactured through the Strategic Partnership.

The Group will also seek to leverage its existing operating model and platform where appropriate, including combining management and support functions across the enlarged Group. 

Notes

⁽¹⁾ The consideration and the Solvency II Own Funds of Standard Life Assurance are stated following the deduction of a pre Completion dividend to SLA of £312 million. In the event the Acquisition completes after Phoenix's 2018 interim dividend ex-dividend date, there will be an additional payment of the amount of the dividend that SLA would otherwise have received.

⁽²⁾  Adjusted for an assumed final 2017 dividend of 25.1 pence per share. The actual reported year-on-year dividend per share uplift will depend on the bonus element of the proposed Rights Issue at the time of the start of trading of the nil-paid rights.

⁽³⁾ Total net synergies of £720 million consist of capital synergies of £440 million, a value of cost synergies of £415 million (calculated as after tax annual synergies capitalised over 10 years) and after deducting post tax integration costs of £135 million.

⁽⁴⁾  Solvency II Own Funds, SCR and the Shareholder Capital coverage ratio exclude amounts relating to unsupported with profits funds and, for Phoenix, the PGL Pension Scheme. Solvency II surplus of the Combined Group assumes £600 million of additional hybrid debt and is subject to regulatory approval of the Internal Model treatment.

⁽⁵⁾  Based on Phoenix's market capitalisation of £2,888 million as at 22 February 2018 (after deducting an assumed Final dividend for 2017 of 25.1p per share) and assumes a Rights Issue of £950 million before expenses.

Phoenix Group Holdings LEI - 21380031B1D56JRCE375

Important Notices

This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a circular or a prospectus but an advertisement and investors should not acquire any nil paid rights, fully paid rights or new shares or depositary interests referred to in this announcement except on the basis of the information contained in the combined Circular and Prospectus to be published by the Company in connection with the Acquisition and the Rights Issue in due course. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change. A copy of the combined Circular and Prospectus when published will be available from the registered office of the Company and on the Company's website, provided that such Circular and Prospectus will not, subject to certain exceptions, be available to certain shareholders in certain restricted or excluded territories. The combined Circular and Prospectus will give further details of the Acquisition and the Rights Issue.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for any securities in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in Australia, Canada, Japan or South Africa or any other jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in, and should not be distributed, forwarded to or transmitted in or into, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa. The securities referred to herein may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the combined circular and prospectus (once published) and the provisional allotment letters (once printed) should not, subject to certain exceptions, be distributed, forwarded to or transmitted in or into the United States, Australia, Canada, Japan, South Africa or any other restricted or excluded territories or any jurisdiction where to do so would be unlawful.

This announcement does not constitute a recommendation concerning any investor's decision or options with respect to the Acquisition or the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

BofA Merrill Lynch and HSBC, each of which is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA, and BNPP which is supervised by the European Central Bank ("ECB") and the French Autorité de Contrôle Prudentiel et de Résolution ("ACPR") and the Autorité des marchés financiers ("AMF") and is authorised as a credit institution by the ECB and as an investment services provider by the ACPR in France (and whose London branch is lead-supervised by the ECB and the ACPR and is authorised by the ECB, the ACPR and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and the Prudential Regulation Authority), are each acting for the Company and for no one else in connection with the Acquisition and the Rights Issue, and will not regard any other person as a client in relation to the Acquisition and the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Acquisition, the Rights Issue or any other matter, transaction or arrangement referred to in this announcement.

J.P. Morgan Cazenove which is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting for the Company and for no one else in connection with the Rights Issue, and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Rights Issue or any other matter.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters by the FSMA or the regulatory regime established thereunder, none of the Underwriters nor any of their respective affiliates accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Acquisition or the Rights Issue and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Underwriters and their respective affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Furthermore, each of the Underwriters and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to the Company.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, when published, the Circular and Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, BofA Merrill Lynch, HSBC, J.P. Morgan Cazenove and BNPP. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.

Each of the Underwriters and/or their respective affiliates, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the nil paid rights, the fully paid rights, the new shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation, the Underwriters and their respective affiliates do not propose to make any public disclosure in relation to such transactions.

This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of the Company, the enlarged Group following the Acquisition and the Acquired Businesses. These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal", "achieve" and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment the Company and the enlarged Group will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company or the enlarged Group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's or the enlarged Group's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's or the enlarged Group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company or the Acquired Businesses operate or in economic or technological trends or conditions. Past performance of the Company or the Acquired Businesses cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The list above is not exhaustive and there are other factors that may cause the Company's or the enlarged Group's actual results to differ materially from the forward-looking statements contained in this announcement Forward-looking statements speak only as of their date and the Company, BofA Merrill Lynch, HSBC, J.P. Morgan Cazenove and BNPP, their respective parent and subsidiary undertakings, the subsidiary undertakings of such parent undertakings, and any of such person's respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law. You are advised to read this announcement and, once published, the Circular and Prospectus in their entirety for a further discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that the financial performance of the Company for the current or future financial years would necessarily match or exceed the historical published for the Company.

 

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