Statement re Swiss Re
Standard Life plc
15 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
15 October 2007
Swiss Reinsurance Company ('Swiss Re')
Following the announcement today by Swiss Reinsurance Company ('Swiss Re'),
Standard Life plc ('Standard Life') confirms that it is holding discussions with
Swiss Re, one of the world's largest reinsurers, concerning a possible offer by
Standard Life for Resolution PLC ('Resolution'). Swiss Re would purchase a
substantial proportion of Resolution's closed-book assets for cash.
The Board of Standard Life believes there are attractive potential synergies to
be generated from a combination of Resolution's assets with its own operations.
It further believes that such a transaction would enable Standard Life to
accelerate the rate of its own organic growth by expanding the group's product
range, accessing additional capital at attractive terms, adding valuable
customers and broadening the group's distribution.
Any offer by Standard Life would consist mainly of cash with the balance in new
shares of Standard Life.
An offer would only be made if the Board of Standard Life considered that it was
financially attractive and would enhance value for Standard Life shareholders
over both the short and long term.
The Standard Life Board looks forward to holding constructive discussions on
these matters with the Board of Resolution.
There can be no certainty that any offer will be made. A further announcement
will be made when appropriate.
Enquiries
Neil Bennett, Maitland, 0207 379 5151 / 07900 000 777
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such scheme becomes effective), lapses or is otherwise withdrawn or on which the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.
END
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