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Pearl Grp Hld (No.1) (36RW)


Friday 01 August, 2008

Pearl Grp Hld (No.1)

Doc re. Amdmnt to Perp Reset

RNS Number : 3580A
Pearl Group Holdings (No.1) Ltd
01 August 2008

For immediate release

1 August 2008

Not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF ALL NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT ADVISERS IMMEDIATELY. 

PEARL GROUP HOLDINGS (NO. 1) LIMITED (formerly Resolution plc) (the 'Company')



ISIN Number: XS0235245205


On 16 November 2007, the boards of the Company and Pearl Group Limited ('Pearl') announced that agreement had been reached on the terms of a recommended cash acquisition (the 'Acquisition') of the Company by Impala Holdings Limited ('Impala'), a subsidiary of Pearl, which was to be implemented, subject to the satisfaction or waiver of certain conditions, by way of a Court sanctioned scheme of arrangement under section 425 of the Companies Act 1985 (the 'Scheme').

The Scheme became effective on 1 May 2008, upon registration of the Court Orders obtained on 28 and 30 April 2008 sanctioning the Scheme.

On 2 May the Company gave notice: 

pursuant to Clause 13.8 of the trust deed 17 November 2005 and made between the Company and HSBC Trustee (C.I.) Limited (the 'Trustee') constituting the Notes (the 'Trust Deed'), that upon the Scheme becoming effective the Company would be replaced by Pearl as the Ultimate Owner and the operation of the ACSM would be suspended indefinitely from the Scheme becoming effective; and that

Lehman Brothers had been appointed by the Company as the independent investment bank to make the relevant determination of appropriate amendments to the Trust Deed, Conditions and any other relevant documents pursuant to Clause 13.8 of the Trust Deed.

ACCORDINGLY, NOTICE IS HEREBY GIVEN by the Company that the Trust Deed, Conditions and other relevant documents have been amended pursuant to the determination of Lehman Brothers in its capacity as the independent investment bank under Clause 13.8 of the Trust Deed and that the operation of the ACSM shall no longer be suspended. The Company also confirms that, in the opinion of the directors, the Notes continue to count as Innovative Tier 1 capital for the purposes of the Company's Group Solvency calculations.

An investor conference call will be held in the near future to discuss the amendments and to brief holders of the Notes on the Company's operational and financial performance. Holders of the Notes will be notified of the details of the conference call nearer the time.

Copies of the Trust Deed and Conditions, as amended, are available on the Company's website at

Capitalised terms in this Notice have the same meaning as set out in the Trust Deed unless the context requires otherwise.

Details of the Trustee

HSBC Trustee (C.I.) Limited, 1 Grenville StreetSt HelierJersey JE4 9PF.

For further information please contact:

David Butler 
Group Treasurer    
Pearl Group Limited
Juxon House
100 St Paul's Churchyard

Telephone: 020 7489 4537

Information for Overseas Persons 

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. 

This information is provided by RNS
The company news service from the London Stock Exchange

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