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| 05-11-09 | RNS |
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RNS Number : 0616C
Bank of New York Mellon Corp. (The)
05 November 2009
DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the Takeover Code)
which the dealings being
disclosed relate (Note 2)
purchase/sell
purchase/sell
Class of relevant security: Details
N/A N/A
(b) Derivatives transactions (other than options)
N/A N/A N/A N/A (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying
N/A N/A N/A N/A N/A N/A N/A
Product name, e.g. call option Number of securities Exercise price per unit (Note 5)
N/A N/A
N/A (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5)
N/A N/A N/A
Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
connected
Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END
RETBUBDBSBGGGCU More |
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| 05-11-09 | RNS |
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FORM 8.3
DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
(Note 1)
to which the dealings being
disclosed relate (Note 2)
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE (a) Interests and short positions (following dealing) in the class of relevantsecurity dealt in (Note 3)
securities
(other than
options
agreements to
purchase/sell
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
relevant security:
(1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total (c) Rights to subscribe (Note 3) Class of relevant security: Details
(a) Purchases and sales
(b) Derivatives transactions (other than options)
(c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying
(ii) Exercising
(d) Other dealings (including new securities) (Note 4)
None Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk
SUPPLEMENTAL FORM 8
DETAILS OF OPEN POSITIONS (This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as appropriate)
OPEN POSITIONS (Note 1)
Notes 1. Where there are open option positions or open derivative positions (except for CFDs), full details should be given. Full details of any existing agreements to purchase or to sell should also be given on this form. 2. For all prices and other monetary amounts, the currency must be stated. For details of the Code's dealing disclosure requirements, see Rule 8 and its Notes which can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk More |
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| 05-11-09 | RNS |
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RNS Number : 9913B Friends Provident Group PLC 05 November 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 5 November 2009
FRIENDS PROVIDENT GROUP PLC Company Number: 6861305 Update in relation to the Recommended Acquisition of Friends Provident Group plc by Resolution Holdings (UK) Limited ("Resolution Holdings"), a subsidiary undertaking of Resolution Limited Completion of Acquisition The boards of Resolution Limited ("RSL") and Friends Provident Group plc ("Friends Provident") are pleased to announced that the acquisition of Friends Provident by Resolution Holdings (which will be renamed Friends Provident Holdings (UK) Limited) has been completed. Accordingly, admission of the New RSL Shares to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities, and the transfer of RSL to a Primary Listing, occurred with effect from 8.00 a.m. today, 5 November 2009. Commenting, Mike Biggs, Chairman of RSL, said: "We are pleased that our life assurance consolidation project is now underway with the acquisition of Friends Provident. We remain confident that our strategy to create a leading UK life assurance and asset management group with a transparent and sustainable business model is in the best interest of our shareholders. We are now focussed on overseeing Friends Provident's current business in the near term and on securing further acquisitions to build the enlarged group." Settlement RSL will pay a total of approximately £312 million in cash and issue 1,752,451,145 New RSL Shares to Scheme Shareholders as consideration for the Acquisition. Despatch of cheques in respect of cash consideration or settlement of cash consideration through CREST (as appropriate) and statements of entitlements to or share certificates in relation to New RSL Shares (as appropriate) will take place no later than 18 November 2009. Settlement of New RSL Shares through CREST is expected to take place on 5 November 2009. The trading of Friends Provident Shares on the London Stock Exchange's main market for listed securities and the listing of the Friends Provident Shares on the Official List of the UKLA was cancelled at Friends Provident's request with effect from 8.00 a.m. today. Board Changes Friends Provident announces the retirement from its board, with effect from today, 5 November 2009, of Sir Adrian Montague, Rodger Hughes, Ray King and David Rough. Clive Cowdery, John Tiner, David Allvey and Sir Malcolm Williamson have all been appointed to the boards of Friends Provident Holdings (UK) Limited and Friends Provident Group plc, joining Sir Mervyn Pedelty, Robin Phipps, Gerhard Roggemann, Trevor Matthews and Evelyn Bourke as directors of those companies with effect from today. Sir Mervyn Pedelty will act as chairman of the board of Friends Provident Holdings (UK) Limited. STICS and Lower Tier 2 Debt As previously announced on 11 August 2009, Friends Provident now intends to appoint an independent investment bank to determine what amendments (if any) are required to be made to the Alternative Coupon Satisfaction Mechanism under the STICS as a result of the completion of the Acquisition. Save for the aforementioned, the obligations of Friends Provident as issuer and FPLP as the guarantor of the STICS are unaffected by the Acquisition. No changes will be made to the Lower Tier 2 Debt as a result of the Acquisition and the obligations of Friends Provident as issuer and FPLP as the guarantor of the Lower Tier 2 Debt are unaffected by the Acquisition. Friends Provident confirms that it will make coupon payments on 21 November 2009 on the securities that are due. RSL confirms that ongoing access to the debt capital markets is an important part of the financing strategy of the group. Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as set out in the Scheme Circular sent to Shareholders dated 8 September 2009. The terms of the Acquisition remain as set out in the Circular. Capitalised terms in this announcement have the same meaning as set out in the Circular unless the context requires otherwise. Enquiries: Resolution Media Alex Child-Villiers, Temple Bar Advisory +44 (0) 7795 425580 Investors Steve Riley +44 (0)20 3372 2908 Notes to Editors: On 2 November 2009, FTSE announced that RSL will replace Friends Provident in the FTSE indices with effect from the commencement of trading today, 5 November 2009. This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the acquisition of Friends Provident or otherwise. The acquisition of Friends Provident is being made solely by way of the scheme documentation sent to Friends Provident shareholders which contains the full terms and conditions of the acquisition, including details of how the acquisition may be accepted. Shareholders of Friends Provident should carefully read the scheme documentation sent to them in its entirety before making any decisions with respect to the acquisition. Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Lazard & Co., Limited ("Lazard"), which are authorised and regulated by the Financial Services Authority in the United Kingdom, are acting for Resolution and for no one else in connection with the Acquisition and will not be responsible to any person other than Resolution for providing the protections afforded to clients of Credit Suisse and Lazard, nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein. Neither Credit Suisse nor Lazard nor any of their subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse or Lazard in connection with this announcement, any statement contained herein or otherwise. To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Resolution or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Resolution and Friends Provident, other than pursuant to the Acquisition, at any time prior to completion of the Acquisition becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Credit Suisse and Lazard and their respective affiliates will continue to act as exempt principal traders in Resolution and Friends Provident shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed to the Panel on Takeovers and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. Goldman Sachs International and J.P. Morgan Cazenove Limited are acting for Friends Provident and no one else in connection with the matters described in this announcement, and will not be responsible to anyone other than Friends Provident for providing the protections afforded to clients of Goldman Sachs International and J.P. Morgan Cazenove Limited or for providing advice in relation to the matters described in this announcement. To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Friends Provident or its nominee or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Resolution and Friends Provident, at any time prior to completion of the Acquisition becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Goldman Sachs International and J.P. Morgan Cazenove Limited and their respective affiliates will continue to act as exempt principal traders in Resolution and Friends Provident shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed to the Panel on Takeover and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement is not for publication or distribution (directly or indirectly) to US persons or in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). The Acquisition will not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Resolution and Friends Provident regard as unduly onerous (a "Restricted Jurisdiction") and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Resolution and Friends Provident, copies of this announcement and any documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of any offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other documentation relating to the Acquisition to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. The New RSL Shares will not be and are not required to be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") in reliance on an exemption from registration provided by Section 3(a)(10) of that Act. No public offering of securities in Resolution will be made in the United States. Furthermore, Resolution has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act") pursuant to the exemption provided by Section 3(c)(7) thereof, and investors will not be entitled to the benefits of that Act. Accordingly, securities in Resolution will be issued to, or for the account or benefit of, persons located within the United States and to, or for the account or benefit of, US Persons (as defined in Regulation S under the U.S. Securities Act) only if such persons have demonstrated that they are Qualified Purchasers (as defined in section 2(a)(51) of the US Investment Company Act). In respect of persons located in the United States or who are US Persons (as defined in Regulation S under the U.S. Securities Act) that are not Qualified Purchasers, Resolution will reserve the right to have the New RSL Shares to which such persons would otherwise be entitled in connection with the acquisition of Friends Provident sold in the market on their behalf, in which case they will receive a cash sum from the proceeds of such sale. A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on Resolution's website at www.resolution.gg.
CA093080023 This information is provided by RNS The company news service from the London Stock Exchange END
OUPVZLFBKFBBFBZ More |
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| 05-11-09 | RNS |
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RNS Number : 0106C Resolution Limited 05 November 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 5 November 2009
RESOLUTION LIMITED Registered Office: Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands Company Number: 49558 Update in relation to the Recommended Acquisition of Friends Provident Group plc by Resolution Holdings (UK) Limited ("Resolution Holdings"), a subsidiary undertaking of Resolution Limited Completion of Acquisition The boards of Resolution Limited ("RSL") and Friends Provident Group plc ("Friends Provident") are pleased to announce that the acquisition of Friends Provident by Resolution Holdings (which will be renamed Friends Provident Holdings (UK) Limited) has been completed. Accordingly, admission of the New RSL Shares to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities, and the transfer of RSL to a Primary Listing, occurred with effect from 8.00 a.m. today, 5 November 2009. Commenting, Mike Biggs, Chairman of RSL, said: "We are pleased that our life assurance consolidation project is now underway with the acquisition of Friends Provident. We remain confident that our strategy to create a leading UK life assurance and asset management group with a transparent and sustainable business model is in the best interest of our shareholders. We are now focussed on overseeing Friends Provident's current business in the near term and on securing further acquisitions to build the enlarged group." Settlement RSL will pay a total of approximately £312 million in cash and issue 1,752,451,145 New RSL Shares to Scheme Shareholders as consideration for the Acquisition. Despatch of cheques in respect of cash consideration or settlement of cash consideration through CREST (as appropriate) and statements of entitlements to or share certificates in relation to New RSL Shares (as appropriate) will take place no later than 18 November 2009. Settlement of New RSL Shares through CREST is expected to take place on 5 November 2009. The trading of Friends Provident Shares on the London Stock Exchange's main market for listed securities and the listing of the Friends Provident Shares on the Official List of the UKLA was cancelled at Friends Provident's request with effect from 8.00 a.m. today. Board Changes Friends Provident announces the retirement from its board, with effect from today, 5 November 2009, of Sir Adrian Montague, Rodger Hughes, Ray King and David Rough. Clive Cowdery, John Tiner, David Allvey and Sir Malcolm Williamson have all been appointed to the boards of Friends Provident Holdings (UK) Limited and Friends Provident Group plc, joining Sir Mervyn Pedelty, Robin Phipps, Gerhard Roggemann, Trevor Matthews and Evelyn Bourke as directors of those companies with effect from today. Sir Mervyn Pedelty will act as chairman of the board of Friends Provident Holdings (UK) Limited. STICS and Lower Tier 2 Debt As previously announced on 11 August 2009, Friends Provident now intends to appoint an independent investment bank to determine what amendments (if any) are required to be made to the Alternative Coupon Satisfaction Mechanism under the STICS as a result of the completion of the Acquisition. Save for the aforementioned, the obligations of Friends Provident as issuer and FPLP as the guarantor of the STICS are unaffected by the Acquisition. No changes will be made to the Lower Tier 2 Debt as a result of the Acquisition and the obligations of Friends Provident as issuer and FPLP as the guarantor of the Lower Tier 2 Debt are unaffected by the Acquisition. Friends Provident confirms that it will make coupon payments on 21 November 2009 on the securities that are due. RSL confirms that ongoing access to the debt capital markets is an important part of the financing strategy of the group. Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as set out in the Scheme Circular sent to Shareholders dated 8 September 2009. The terms of the Acquisition remain as set out in the Circular. Capitalised terms in this announcement have the same meaning as set out in the Circular unless the context requires otherwise. Enquiries: Resolution Media Alex Child-Villiers, Temple Bar Advisory +44 (0) 7795 425580 Investors Steve Riley +44 (0)20 3372 2908 Notes to Editors: On 2 November 2009, FTSE announced that RSL will replace Friends Provident in the FTSE indices with effect from the commencement of trading today, 5 November 2009. This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the acquisition of Friends Provident or otherwise. The acquisition of Friends Provident is being made solely by way of the scheme documentation sent to Friends Provident shareholders which contains the full terms and conditions of the acquisition, including details of how the acquisition may be accepted. Shareholders of Friends Provident should carefully read the scheme documentation sent to them in its entirety before making any decisions with respect to the acquisition. Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Lazard & Co., Limited ("Lazard"), which are authorised and regulated by the Financial Services Authority in the United Kingdom, are acting for Resolution and for no one else in connection with the Acquisition and will not be responsible to any person other than Resolution for providing the protections afforded to clients of Credit Suisse and Lazard, nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein. Neither Credit Suisse nor Lazard nor any of their subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse or Lazard in connection with this announcement, any statement contained herein or otherwise. To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Resolution or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Resolution and Friends Provident, other than pursuant to the Acquisition, at any time prior to completion of the Acquisition becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Credit Suisse and Lazard and their respective affiliates will continue to act as exempt principal traders in Resolution and Friends Provident shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed to the Panel on Takeovers and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. Goldman Sachs International and J.P. Morgan Cazenove Limited are acting for Friends Provident and no one else in connection with the matters described in this announcement, and will not be responsible to anyone other than Friends Provident for providing the protections afforded to clients of Goldman Sachs International and J.P. Morgan Cazenove Limited or for providing advice in relation to the matters described in this announcement. To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Friends Provident or its nominee or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Resolution and Friends Provident, at any time prior to completion of the Acquisition becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Goldman Sachs International and J.P. Morgan Cazenove Limited and their respective affiliates will continue to act as exempt principal traders in Resolution and Friends Provident shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed to the Panel on Takeover and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement is not for publication or distribution (directly or indirectly) to US persons or in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). The Acquisition will not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Resolution and Friends Provident regard as unduly onerous (a "Restricted Jurisdiction") and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Resolution and Friends Provident, copies of this announcement and any documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of any offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other documentation relating to the Acquisition to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. The New RSL Shares will not be and are not required to be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") in reliance on an exemption from registration provided by Section 3(a)(10) of that Act. No public offering of securities in Resolution will be made in the United States. Furthermore, Resolution has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act") pursuant to the exemption provided by Section 3(c)(7) thereof, and investors will not be entitled to the benefits of that Act. Accordingly, securities in Resolution will be issued to, or for the account or benefit of, persons located within the United States and to, or for the account or benefit of, US Persons (as defined in Regulation S under the U.S. Securities Act) only if such persons have demonstrated that they are Qualified Purchasers (as defined in section 2(a)(51) of the US Investment Company Act). In respect of persons located in the United States or who are US Persons (as defined in Regulation S under the U.S. Securities Act) that are not Qualified Purchasers, Resolution will reserve the right to have the New RSL Shares to which such persons would otherwise be entitled in connection with the acquisition of Friends Provident sold in the market on their behalf, in which case they will receive a cash sum from the proceeds of such sale. A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on Resolution's website at www.resolution.gg. This information is provided by RNS The company news service from the London Stock Exchange END
OUPEAPFSEELNFEE More |
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| 04-11-09 | RNS |
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RNS Number : 9881B Friends Provident Group PLC 04 November 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 4 November 2009
FRIENDS PROVIDENT GROUP PLC Company Number: 6861305 Update in relation to the Recommended Acquisition of Friends Provident Group plc by Resolution Holdings (UK) Limited ("Resolution Holdings"), a subsidiary undertaking of Resolution Limited Court Order Confirming the Capital Reduction The boards of Resolution Limited ("RSL") and Friends Provident Group plc ("Friends Provident") are pleased to announce that the High Court of Justice has made an order confirming the Capital Reduction. The Court order relating to the Capital Reduction was registered today, 4 November 2009. Accordingly the Scheme has become Effective in accordance with its terms. It is expected that admission of the New RSL Shares to listing on the Official List of the UK Listing Authority, to trading on the London Stock Exchange's main market for listed securities, and the transfer of RSL to a Primary Listing will occur at or about 8.00 a.m. tomorrow, 5 November 2009. Settlement RSL will pay a total of approximately £312 million in cash and issue 1,752,451,145 New RSL Shares to Scheme Shareholders as consideration for the Acquisition. Scheme Shareholders who opted to make Further Cash Elections will therefore receive the full amount they elected to receive in cash. Immediately following Admission, RSL's total issued share capital will comprise 2,412,451,145 ordinary shares of no par value. Despatch of cheques in respect of cash consideration or settlement of cash consideration through CREST (as appropriate) and statements of entitlements to or share certificates in relation to New RSL Shares (as appropriate) will take place no later than 18 November 2009. Settlement of New RSL Shares through CREST is expected to take place on 5 November 2009. The admission of the Friends Provident Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities, which was suspended with effect from 7.30 a.m. on 2 November 2009, is therefore expected to be cancelled, at Friends Provident's request, with effect from 8.00 a.m. on 5 November 2009. Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as set out in the Scheme Circular sent to Shareholders dated 8 September 2009. The terms of the Acquisition remain as set out in the Circular. Capitalised terms in this announcement have the same meaning as set out in the Circular unless the context requires otherwise. Enquiries:
+44 (0)20 3372 2908 This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the acquisition of Friends Provident or otherwise. The acquisition of Friends Provident is being made solely by way of the scheme documentation sent to Friends Provident shareholders which contains the full terms and conditions of the acquisition, including details of how the acquisition may be accepted. Shareholders of Friends Provident should carefully read the scheme documentation sent to them in its entirety before making any decisions with respect to the acquisition. Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Lazard & Co., Limited ("Lazard"), which are authorised and regulated by the Financial Services Authority in the United Kingdom, are acting for Resolution and for no one else in connection with the Acquisition and will not be responsible to any person other than Resolution for providing the protections afforded to clients of Credit Suisse and Lazard, nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein. Neither Credit Suisse nor Lazard nor any of their subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse or Lazard in connection with this announcement, any statement contained herein or otherwise. To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Resolution or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Resolution and Friends Provident, other than pursuant to the Acquisition, at any time prior to completion of the Acquisition becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Credit Suisse and Lazard and their respective affiliates will continue to act as exempt principal traders in Resolution and Friends Provident shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed to the Panel on Takeovers and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. Goldman Sachs International and J.P. Morgan Cazenove Limited are acting for Friends Provident and no one else in connection with the matters described in this announcement, and will not be responsible to anyone other than Friends Provident for providing the protections afforded to clients of Goldman Sachs International and J.P. Morgan Cazenove Limited or for providing advice in relation to the matters described in this announcement. To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Friends Provident or its nominee or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Resolution and Friends Provident, at any time prior to completion of the Acquisition becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Goldman Sachs International and J.P. Morgan Cazenove Limited and their respective affiliates will continue to act as exempt principal traders in Resolution and Friends Provident shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed to the Panel on Takeover and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement is not for publication or distribution (directly or indirectly) to US persons or in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). The Acquisition will not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Resolution and Friends Provident regard as unduly onerous (a "Restricted Jurisdiction") and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Resolution and Friends Provident, copies of this announcement and any documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of any offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other documentation relating to the Acquisition to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. The New RSL Shares will not be and are not required to be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") in reliance on an exemption from registration provided by Section 3(a)(10) of that Act. No public offering of securities in Resolution will be made in the United States. Furthermore, Resolution has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act") pursuant to the exemption provided by Section 3(c)(7) thereof, and investors will not be entitled to the benefits of that Act. Accordingly, securities in Resolution will be issued to, or for the account or benefit of, persons located within the United States and to, or for the account or benefit of, US Persons (as defined in Regulation S under the U.S. Securities Act) only if such persons have demonstrated that they are Qualified Purchasers (as defined in section 2(a)(51) of the US Investment Company Act). In respect of persons located in the United States or who are US Persons (as defined in Regulation S under the U.S. Securities Act) that are not Qualified Purchasers, Resolution will reserve the right to have the New RSL Shares to which such persons would otherwise be entitled in connection with the acquisition of Friends Provident sold in the market on their behalf, in which case they will receive a cash sum from the proceeds of such sale. A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on Resolution's website at www.resolution.gg. This information is provided by RNS The company news service from the London Stock Exchange END
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| 04-11-09 | RNS |
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RNS Number : 9895B Resolution Limited 04 November 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 4 November 2009
RESOLUTION LIMITED Registered Office: Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands Company Number: 49558 Update in relation to the Recommended Acquisition of Friends Provident Group plc by Resolution Holdings (UK) Limited ("Resolution Holdings"), a subsidiary undertaking of Resolution Limited Court Order Confirming the Capital Reduction The boards of Resolution Limited ("RSL") and Friends Provident Group plc ("Friends Provident") are pleased to announce that the High Court of Justice has made an order confirming the Capital Reduction. The Court order relating to the Capital Reduction was registered today, 4 November 2009. Accordingly the Scheme has become Effective in accordance with its terms. It is expected that admission of the New RSL Shares to listing on the Official List of the UK Listing Authority, to trading on the London Stock Exchange's main market for listed securities, and the transfer of RSL to a Primary Listing will occur at or about 8.00 a.m. tomorrow, 5 November 2009. Settlement RSL will pay a total of approximately £312 million in cash and issue 1,752,451,145 New RSL Shares to Scheme Shareholders as consideration for the Acquisition. Scheme Shareholders who opted to make Further Cash Elections will therefore receive the full amount they elected to receive in cash. Immediately following Admission, RSL's total issued share capital will comprise 2,412,451,145 ordinary shares of no par value. Despatch of cheques in respect of cash consideration or settlement of cash consideration through CREST (as appropriate) and statements of entitlements to or share certificates in relation to New RSL Shares (as appropriate) will take place no later than 18 November 2009. Settlement of New RSL Shares through CREST is expected to take place on 5 November 2009. The admission of the Friends Provident Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities, which was suspended with effect from 7.30 a.m. on 2 November 2009, is therefore expected to be cancelled, at Friends Provident's request, with effect from 8.00 a.m. on 5 November 2009. Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as set out in the Scheme Circular sent to Shareholders dated 8 September 2009. The terms of the Acquisition remain as set out in the Circular. Capitalised terms in this announcement have the same meaning as set out in the Circular unless the context requires otherwise. Enquiries:
+44 (0)20 3372 2908 This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the acquisition of Friends Provident or otherwise. The acquisition of Friends Provident is being made solely by way of the scheme documentation sent to Friends Provident shareholders which contains the full terms and conditions of the acquisition, including details of how the acquisition may be accepted. Shareholders of Friends Provident should carefully read the scheme documentation sent to them in its entirety before making any decisions with respect to the acquisition. Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Lazard & Co., Limited ("Lazard"), which are authorised and regulated by the Financial Services Authority in the United Kingdom, are acting for Resolution and for no one else in connection with the Acquisition and will not be responsible to any person other than Resolution for providing the protections afforded to clients of Credit Suisse and Lazard, nor for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein. Neither Credit Suisse nor Lazard nor any of their subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse or Lazard in connection with this announcement, any statement contained herein or otherwise. To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Resolution or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Resolution and Friends Provident, other than pursuant to the Acquisition, at any time prior to completion of the Acquisition becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Credit Suisse and Lazard and their respective affiliates will continue to act as exempt principal traders in Resolution and Friends Provident shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed to the Panel on Takeovers and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. Goldman Sachs International and J.P. Morgan Cazenove Limited are acting for Friends Provident and no one else in connection with the matters described in this announcement, and will not be responsible to anyone other than Friends Provident for providing the protections afforded to clients of Goldman Sachs International and J.P. Morgan Cazenove Limited or for providing advice in relation to the matters described in this announcement. To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Friends Provident or its nominee or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities in Resolution and Friends Provident, at any time prior to completion of the Acquisition becoming effective. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Goldman Sachs International and J.P. Morgan Cazenove Limited and their respective affiliates will continue to act as exempt principal traders in Resolution and Friends Provident shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. To the extent required by the applicable law (including the Code), any information about such purchases will be disclosed to the Panel on Takeover and Mergers and a Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement is not for publication or distribution (directly or indirectly) to US persons or in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). The Acquisition will not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Resolution and Friends Provident regard as unduly onerous (a "Restricted Jurisdiction") and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Resolution and Friends Provident, copies of this announcement and any documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of any offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other documentation relating to the Acquisition to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. The New RSL Shares will not be and are not required to be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") in reliance on an exemption from registration provided by Section 3(a)(10) of that Act. No public offering of securities in Resolution will be made in the United States. Furthermore, Resolution has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act") pursuant to the exemption provided by Section 3(c)(7) thereof, and investors will not be entitled to the benefits of that Act. Accordingly, securities in Resolution will be issued to, or for the account or benefit of, persons located within the United States and to, or for the account or benefit of, US Persons (as defined in Regulation S under the U.S. Securities Act) only if such persons have demonstrated that they are Qualified Purchasers (as defined in section 2(a)(51) of the US Investment Company Act). In respect of persons located in the United States or who are US Persons (as defined in Regulation S under the U.S. Securities Act) that are not Qualified Purchasers, Resolution will reserve the right to have the New RSL Shares to which such persons would otherwise be entitled in connection with the acquisition of Friends Provident sold in the market on their behalf, in which case they will receive a cash sum from the proceeds of such sale. A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on Resolution's website at www.resolution.gg. This information is provided by RNS The company news service from the London Stock Exchange END
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| 04-11-09 | RNS |
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RNS Number : 9473B GoldmanSachs International 04 November 2009 Amendment - due to the amendment of equity transactions the disclosure made on 03 November for dealings for 30 October has been updated. The original trade sales disclosed 7,948,855 shares have been updated to total sales 7,911,862 shares. Dealings 2 (a) have been updated. FORM 38.5(a)
DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS
WITH RECOGNISED INTERMEDIARY STATUS
DEALING IN A CLIENT-SERVING CAPACITY (Rule 38.5(a) of the Takeover Code)
dealings being disclosed relate (Note 1)
purchased (no. of underlying ords if ADR)
sold (no. of underlying ords if ADR)
Product name, e.g. CFD Long/short (Note 4) Number of securities Price per unit (Note
Product name, e.g. call option Number of securities Exercise price per unit (Note 3)
Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
Name of offeree/offeror with which connected FRIENDS PROVIDENT GROUP PLC
Notes The Notes on Form 38.5(a) can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END
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| 04-11-09 | RNS |
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FORM 8.3
DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
(Note 1)
to which the dealings being
disclosed relate (Note 2)
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE (a) Interests and short positions (following dealing) in the class of relevantsecurity dealt in (Note 3)
securities
(other than
options
agreements to
purchase/sell
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
relevant security:
(1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total (c) Rights to subscribe (Note 3) Class of relevant security: Details
(a) Purchases and sales
(b) Derivatives transactions (other than options)
(c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying
(ii) Exercising
(d) Other dealings (including new securities) (Note 4)
None Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk
SUPPLEMENTAL FORM 8
DETAILS OF OPEN POSITIONS (This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as appropriate)
OPEN POSITIONS (Note 1)
Notes 1. Where there are open option positions or open derivative positions (except for CFDs), full details should be given. Full details of any existing agreements to purchase or to sell should also be given on this form. 2. For all prices and other monetary amounts, the currency must be stated. For details of the Code's dealing disclosure requirements, see Rule 8 and its Notes which can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk More |
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| 03-11-09 | RNS |
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RNS Number : 8840B
Bank of New York Mellon Corp. (The)
03 November 2009
DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the Takeover Code)
which the dealings being
disclosed relate (Note 2)
options)
purchase/sell
options)
purchase/sell
Class of relevant security: Details
N/A N/A
(b) Derivatives transactions (other than options)
N/A N/A N/A N/A (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying
N/A N/A N/A N/A N/A N/A N/A
Product name, e.g. call option Number of securities Exercise price per unit (Note 5)
N/A N/A
N/A (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5)
N/A N/A N/A
Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
connected
Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END
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| 03-11-09 | RNS |
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DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS
WITH RECOGNISED INTERMEDIARY STATUS
DEALING IN A CLIENT-SERVING CAPACITY
trader
to which the dealings being
disclosed relate (Note 1)
(a) Purchases and sales
(b) Derivatives transactions (other than options)
e.g. CFD (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying
3. OTHER INFORMATION Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
connected
Notes The Notes on Form 38.5(a) can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk More |
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| 03-11-09 | RNS |
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FORM 8.3
DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
(Note 1)
to which the dealings being
disclosed relate (Note 2)
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE (a) Interests and short positions (following dealing) in the class of relevantsecurity dealt in (Note 3)
securities
(other than
options
agreements to
purchase/sell
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
relevant security:
(1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total (c) Rights to subscribe (Note 3) Class of relevant security: Details
(a) Purchases and sales
(b) Derivatives transactions (other than options)
(c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying
(ii) Exercising
(d) Other dealings (including new securities) (Note 4)
None Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk
SUPPLEMENTAL FORM 8
DETAILS OF OPEN POSITIONS (This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as appropriate)
OPEN POSITIONS (Note 1)
Notes 1. Where there are open option positions or open derivative positions (except for CFDs), full details should be given. Full details of any existing agreements to purchase or to sell should also be given on this form. 2. For all prices and other monetary amounts, the currency must be stated. For details of the Code's dealing disclosure requirements, see Rule 8 and its Notes which can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk More |
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| 03-11-09 | RNS |
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RNS Number : 8694B GoldmanSachs International 03 November 2009 Amendment - due to the amendment of equity transactions the disclosure made on 02 November for dealings for 30 October has been updated. The original trade sales disclosed 7,911,862 shares have been updated to total sales 7,948,855 shares. Dealings 2 (a) have been updated. FORM 38.5(a)
DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS
WITH RECOGNISED INTERMEDIARY STATUS
DEALING IN A CLIENT-SERVING CAPACITY (Rule 38.5(a) of the Takeover Code)
dealings being disclosed relate (Note 1)
purchased (no. of underlying ords if ADR)
sold (no. of underlying ords if ADR)
Product name, e.g. CFD Long/short (Note 4) Number of securities Price per unit (Note
Product name, e.g. call option Number of securities Exercise price per unit (Note 3)
Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
Name of offeree/offeror with which connected FRIENDS PROVIDENT GROUP PLC
Notes The Notes on Form 38.5(a) can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END
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| 02-11-09 | RNS |
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RNS Number : 8087B
Bank of New York Mellon Corp. (The)
02 November 2009
DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the Takeover Code)
which the dealings being
disclosed relate (Note 2)
purchase/sell
purchase/sell
Class of relevant security: Details
N/A N/A
(b) Derivatives transactions (other than options)
N/A N/A N/A N/A (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying
N/A N/A N/A N/A N/A N/A N/A
Product name, e.g. call option Number of securities Exercise price per unit (Note 5)
N/A N/A
N/A (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5)
N/A N/A N/A
Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
connected
Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END
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| 02-11-09 | RNS |
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RNS Number : 7904B Lloyds Banking Group PLC 02 November 2009 FORM 8.3 DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the Takeover Code)
which the dealings being
disclosed relate (Note 2)
(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
(2) Derivatives (other than options)
(3) Options and agreements to
purchase/sell
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
(1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total
Class of relevant security: Details
Purchase/sale Number of securities Price per unit (Note 5)
(b) Derivatives transactions (other than options)
Product name, e.g. CFD Long/short (Note 6) Number of securities Price per unit (Note
(c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying
Product name, e.g. call option Number of securities Exercise price per unit (Note 5) (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5)
Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
N/A
If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END
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| 02-11-09 | RNS |
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|
RNS Number : 7890B
Bank of New York Mellon Corp. (The)
02 November 2009
DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the Takeover Code)
which the dealings being
disclosed relate (Note 2)
purchase/sell
purchase/sell
Class of relevant security: Details
N/A N/A
5)
(b) Derivatives transactions (other than options)
N/A N/A N/A N/A (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying
N/A N/A N/A N/A N/A N/A N/A
Product name, e.g. call option Number of securities Exercise price per unit (Note 5)
N/A N/A
N/A (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5)
N/A N/A N/A
Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
connected
Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END
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| 02-11-09 | RNS |
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RNS Number : 7817B State Street Global Advisors 02 November 2009 FORM 8.3 DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE (Rule 8.3 of the City Code on Takeovers & Mergers) 1. KEY INFORMATION
Class of Relevant Security Ord
2. INTERESTS, SHORT POSITIONS & RIGHTS TO SUBSCRIBE Variance of 1,198,746 due to Transfer Deliver
(a) Interests & Short Positions (following dealing) in
(3) Options &
(b) Interests & Short Positions in Relevant Securities of the Company
(1) Relevant Securities
(2) Derivatives
(3) Options &
Total (c) Rights to Subscribe (Note 3) Class of Relevant Security: Details 3. DEALINGS (Note 4) (a) Purchases & Sales
(b) Derivatives Transactions (other than options)
(c) Options Transactions in Respect of Existing Securities
(d) Other Dealings (including new securities) (Note 4)
4. OTHER INFORMATION (a)Agreements, Arrangements or Understandings Relating to Options or Derivatives Full details of any agreement, arrangement or understanding between the person disclosing & any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
Notes: The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange END
RETBXBDBDSGGGCD More |
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| 02-11-09 | RNS |
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FORM 8.3
DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
(Note 1)
to which the dealings being
disclosed relate (Note 2)
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE (a) Interests and short positions (following dealing) in the class of relevantsecurity dealt in (Note 3)
securities
(other than
options
agreements to
purchase/sell
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
relevant security:
(1) Relevant securities (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total (c) Rights to subscribe (Note 3) Class of relevant security: Details
(a) Purchases and sales
(b) Derivatives transactions (other than options)
(c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying
(ii) Exercising
(d) Other dealings (including new securities) (Note 4)
None Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
If a connected EFM, name of offeree/offeror with which connected If a connected EFM, state nature of connection (Note 10) Notes The Notes on Form 8.3 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk
SUPPLEMENTAL FORM 8
DETAILS OF OPEN POSITIONS (This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as appropriate)
OPEN POSITIONS (Note 1)
Notes 1. Where there are open option positions or open derivative positions (except for CFDs), full details should be given. Full details of any existing agreements to purchase or to sell should also be given on this form. 2. For all prices and other monetary amounts, the currency must be stated. For details of the Code's dealing disclosure requirements, see Rule 8 and its Notes which can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk More |
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| 02-11-09 | PRN |
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FORM 8.1
FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
1. KEY INFORMATION
Name of person dealing (Note 1) Trevor Matthews
which the dealings being
disclosed relate (Note 2)
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE (a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
options)
purchase/sell
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
options)
purchase/sell
(c) Rights to subscribe (Note 3)
N/A N/A 3. DEALINGS (Note 4) (a) Purchases and sales
N/A N/A N/A (b) Derivatives transactions (other than options)
e.g. CFD N/A N/A N/A N/A (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying
N/A N/A N/A N/A N/A N/A N/A (ii) Exercising
Product name, e.g. call option Number of securities Exercise price per unit
Trevor Matthews:
Inland Revenue Approved
Evelyn Bourke:
(d) Other dealings (including new securities) (Note 4)
N/A N/A N/A 4. OTHER INFORMATION Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. Friends Provident Group plc (the "Company") announced on 30 October 2009 that options and awards under certain Friends Provident plc share schemes and the Company's share schemes became exercisable on 30 October 2009 upon Court sanction of the Scheme of Arrangement for the acquisition of the Company by Resolution Limited. On 30 October 2009, the Company received notifications from PDMRs that they have each acquired shares as follows: The balance of a nil cost deferred share award without performance conditions, which was granted to Trevor Matthews on 17 March 2009 under the terms of the Friends Provident plc Deferred Share Award Plan 2008 as compensation for the loss of long-term incentive arrangements with his previous employer, automatically vested and was exercised in accordance with the rules of the plan. As a result, 498,961 shares of 5 pence each in the Company have been transferred to Trevor Matthews. A nil cost deferred share award without performance conditions, granted to Evelyn Bourke on 1 September 2009 under the terms of the Friends Provident Group Deferred Share Award Plan 2009 as compensation for the loss of long-term incentive arrangements with her previous employer, also automatically vested and was exercised in accordance with the rules of the plan. As a result, 315,224 ordinary shares of 5 pence each in the Company have been transferred to Evelyn Bourke. A nil cost share award of up to 4,582,416 ordinary shares of 5 pence each in the Company, which was granted to Trevor Matthews on 17 March 2009 under the terms of the Friends Provident plc Turnaround Plan, vested in part and was exercised in accordance with the rules of the plan. As a result, 1,145,604 shares of 5 pence each in the Company have been transferred to Trevor Matthews. In addition, on 30 October 2009, the Company received notification from Trevor Matthews that he had acquired 4,021 ordinary shares in the Company at a cost of 75.82 pence per share following exercise of options under the Friends Provident Inland Revenue Approved Sharesave Scheme. Following these transactions, Evelyn Bourke has a total beneficial interest in 315,224 ordinary shares in the Company and Trevor Matthews has a total beneficial interest in 2,664,934 ordinary shares in the Company. Is a Supplemental Form 8 attached? (Note 9) NO
associated
status (Note 10) Notes The Notes on Form 8.1 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk
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