Cash Offer for Suffolk Life
Legal & General Group Plc
06 May 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Recommended Cash Offer
by
Legal & General Retail Investments (Holdings) Limited ('LGRI'),
a wholly-owned subsidiary of
Legal & General Group plc ('Legal & General')
for 100 per cent. of
Suffolk Life Group plc ('Suffolk Life')
OFFER DECLARED WHOLLY UNCONDITIONAL
Introduction
The Board of LGRI announces that all of the conditions of the Offer have now
been satisfied or waived and, accordingly, the Offer has been declared wholly
unconditional.
The Offer will remain open for acceptance until further notice. Suffolk Life
Shareholders who wish to accept the Offer but have not yet done so are strongly
encouraged to return their completed Form of Acceptance as soon as possible in
accordance with the prescribed procedure for acceptance set out in the Offer
Document which was posted to shareholders on 11 April 2008.
Level of Acceptances
As at 1.00 p.m. on 6 May 2008, being the first closing date of the Offer, valid
acceptances of the Offer had been received in respect of 3,159,762 Suffolk Life
Shares, representing approximately 95.5 per cent. of Suffolk Life's existing
issued share capital.
The acceptances referred to above include acceptances in respect of 1,735,345
Suffolk Life Shares subject to irrevocable undertakings to accept (or procure
acceptance of) the Offer given prior to the posting of the Offer Document on 11
April 2008, representing approximately 52.5 per cent. of Suffolk Life's existing
issued share capital. Certain of those irrevocable undertakings were given by
Suffolk Life Directors, representing in total 715,024 Suffolk Life Shares or
21.6 per cent. of Suffolk Life's existing issued share capital. A further 2,686
Suffolk Life Shares, representing approximately 0.1 per cent. of Suffolk Life's
existing issued share capital, remain subject to irrevocable undertakings to
accept (or procure acceptance of) the Offer.
Settlement
Settlement will be effected on or before 20 May 2008 for Suffolk Life
Shareholders who have already validly accepted the Offer. Settlement for
Suffolk Life Shareholders who validly accept the Offer from today onwards will
be effected within 14 days of receipt of their valid acceptance.
Appropriate proposals have been made to holders of options under the Suffolk
Life Share Schemes.
Compulsory Acquisition
As LGRI has received valid acceptances under the Offer in respect of more than
90 per cent. of the Suffolk Life Shares to which the Offer relates, it intends
to implement the procedures set out in Chapter 3 of Part 28 of the Companies Act
2006 to acquire on a compulsory basis those Suffolk Life Shares in respect of
which it has not already received valid acceptances under the Offer.
Other
Save as disclosed in this announcement, neither LGRI nor Legal & General nor any
person deemed to be acting in concert with LGRI nor Legal & General for the
purposes of the Offer held any Suffolk Life Shares or any rights over any
Suffolk Life Shares prior to the Offer Period, and neither LGRI nor Legal &
General nor any person deemed to be acting in concert with LGRI nor Legal &
General for the purposes of the Offer has acquired or (other than pursuant to
the Offer) agreed to acquire any Suffolk Life Shares or any rights over any
Suffolk Life Shares since the commencement of the Offer Period. Neither LGRI
nor Legal & General nor any person deemed to be acting in concert with LGRI nor
Legal & General for the purposes of the Offer has borrowed or lent or agreed to
borrow or lend any Suffolk Life Shares.
Terms defined in the Offer Document, which was posted to Suffolk Life
Shareholders on 11 April 2008, shall have the same meaning in this announcement.
Enquiries:
Legal & General
Investors:
Jonathan Maddock Head of Investor Relations +44 (0)20 3124 2150
Nicola Marshall Investor Relations Manager +44 (0)20 3124 2151
Media:
John Godfrey Group Communications Director +44 (0)20 3124 2090
Richard King Head of Media Relations +44 (0)20 3124 2095
Anthony Carlisle Citigate Dewe Rogerson +44 (0)7973 611888
Lazard +44 (0)20 7187 2000
(financial adviser to LGRI and Legal & General)
Jon Hack
Sandor de Jasay
Suffolk Life
Henry Catchpole Chief Executive +44 (0)870 414 7000
Fenchurch Advisory Partners +44 (0)20 7382 2222
(financial adviser to Suffolk Life)
Malik Karim
Graham Marchant
Financial Dynamics +44 (0)20 7831 3113
(PR adviser to Suffolk Life)
Louise Dolan
Nick Henderson
This announcement is not intended to and does not constitute or form any part of
any offer, invitation or the solicitation of an offer to purchase, subscribe for
or otherwise acquire, sell or dispose of, any securities pursuant to the Offer
or otherwise. The Offer is made solely by the Offer Document and Form of
Acceptance which contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted.
Lazard, which is authorised and regulated by the Financial Services Authority in
the UK, is acting for LGRI and Legal & General in connection with the Offer and
no-one else and will not be responsible to anyone other than LGRI and Legal &
General for providing the protections afforded to clients of Lazard or for
providing advice in relation to the Offer.
Fenchurch Advisory Partners, which is authorised and regulated by the Financial
Services Authority in the UK, is acting for Suffolk Life and no one else in
connection with the Offer and will not be responsible to any person other than
Suffolk Life for providing the protections afforded to clients of Fenchurch
Advisory Partners or for providing advice in relation to the Offer.
This announcement has been prepared in accordance with English law and the Code
and information disclosed may not be the same as that which would have been
prepared in accordance with the law of jurisdictions outside England.
The Offer is subject to the applicable rules and regulations of the Financial
Services Authority, the London Stock Exchange and the Code. The distribution of
this announcement in jurisdictions other than the United Kingdom and the
availability of the Offer to Suffolk Life Shareholders who are not resident in
the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or Suffolk Life Shareholders who are not resident in the
United Kingdom will need to inform themselves about, and observe, any applicable
requirements.
Unless otherwise determined by LGRI or required by the Code and permitted by
applicable law and regulation, the Offer is not being, and will not be made,
directly or indirectly, in or into or by use of the mails of, or by any other
means or instrumentality (including, without limitation, facsimile transmission,
telex, telephone, internet or other forms of electronic transmission) of
inter-state or foreign commerce of, or any facility of a national, state or
other securities exchange of, the United States or any other Restricted
Jurisdiction, and will not be capable of acceptance by any such use, means,
instrumentality or facility or from within the United States, or any other
Restricted Jurisdiction. Accordingly, unless otherwise determined by LGRI or
required by the Code and permitted by applicable law and regulation, copies of
this announcement are not being, and must not be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed or sent in, into or from
the United States or any other Restricted Jurisdiction, and persons receiving
this announcement (including, without limitation, custodians, nominees and
trustees) must not mail, or otherwise, forward, distribute or send it in, into
or from such jurisdiction.
Any persons (including without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or may have a contractual or legal
obligation to, forward this announcement, and/or the Offer Document, and/or any
other related document to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction.
Nothing in this announcement is intended, or is to be construed, as a forecast,
projection or estimate of the future financial performance of Suffolk Life, LGRI
or Legal & General Group.
Cautionary statement regarding forward-looking statements
This announcement, including information included or incorporated by reference
in this announcement may contain forward-looking statements concerning LGRI,
Legal & General Group and/or Suffolk Life. Generally the words 'will', 'may',
'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar
expressions identify forward-looking statements. The forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those suggested by them. Many of these risks and uncertainties
relate to factors that are beyond the companies' abilities to control or
estimate precisely, such as future market conditions and the behaviours of other
market participants, and therefore undue reliance should not be placed on such
statements which speak only as at the date of this announcement. LGRI, Legal &
General and Suffolk Life assume no obligation and do not intend to update these
forward-looking statements, except as required pursuant to applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, '
interested' (directly or indirectly) in one per cent. or more of any class of '
relevant securities' of Suffolk Life, all 'dealings' in any 'relevant
securities' of that company (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be publicly
disclosed by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the 'Offer Period'
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an 'interest' in 'relevant
securities' of Suffolk Life, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Suffolk Life by LGRI or Suffolk Life, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks in this section (Dealing Disclosure Requirements) are
defined in the Code, which can also be found on the Panel's website. If you are
in any doubt as to whether or not you are required to disclose a 'dealing' under
Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
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