REG-FriendsProvid GrpPlc: Demerger of F&C Asset Management plc

Mon Jul 6, 2009 6:52am EDT
 
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Friends Provident Group plc

6 July 2009

Placing in connection with the Demerger of F&C Asset Management plc - Placing
complete

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES
WOULD BE PROHIBITED BY APPLICABLE LAW

Further to the announcement made at 7.00 am this morning regarding the placing
of shares in F&C Asset Management plc ("F&C") in connection with the Demerger
(the "Placing"), Friends Provident Group plc is pleased to announce that the
Placing is now complete. A total of 58,079,518 shares in F&C have been placed
at a price of 62 pence per share (the "Placing Price").

The Placing Price is the amount per share each Shareholder will receive for F&C
shares sold on their behalf under the Cash-out Procedure (as described further
in the announcement made at 7.00 am today). It is expected that cheques in
respect of the proceeds of sale will be despatched to Shareholders within eight
business days.

Based on the Placing Price, the gross proceeds of the Placing are approximately
£36 million. The placed shares comprise approximately 11.7 per cent of the
total issued share capital of F&C.

Goldman Sachs International and J.P. Morgan Cazenove are acting as Joint
Bookrunners on the Placing.

Enquiries:

Friends Provident Group plc

Gordon Ellis (Company Secretary)

+44 (0)845 268 3441

Peter Timberlake

+44 (0)845 641 7834

Chris Ford

+44 (0)845 641 7832

Richard Everett

+44 (0)845 268 4111

Goldman Sachs International

Simon Dingemans

Jim Wight

+44 (0)20 7774 1000

J.P. Morgan Cazenove

Tim Wise

Conor Hillery

+44 (0)20 7155 2828

Finsbury

Vanessa Neill

+44 (0)20 7251 3801

Notes and Definitions

Unless otherwise defined, capitalised terms used in this announcement have the
same meaning as in the circular sent by Friends Provident plc to Shareholders
on 26 May 2009 in connection with the Demerger.

J.P. Morgan Cazenove Limited is acting exclusively for Friends Provident Group
in relation to the Demerger and Cash-out Procedure and for no-one else and will
not be responsible to anyone other than Friends Provident Group for providing
the protections afforded to the respective clients of J.P. Morgan Cazenove
Limited nor for providing any advice in relation to the Demerger, the Cash-out
Procedure or the contents of this announcement or any transaction, arrangement
or matter referred to herein.

Goldman Sachs International is acting exclusively for Friends Provident Group
in relation to the Demerger and Cash-out Procedure and for no-one else and will
not be responsible to anyone other than Friends Provident Group for providing
the protections afforded to the respective clients of Goldman Sachs
International nor for providing any advice in relation to the Demerger, the
Cash-out Procedure or the contents of this announcement or any transaction,
arrangement or matter referred to herein.

No representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
Goldman Sachs International or J.P. Morgan Cazenove or by any of their
respective affiliates or agents as to or in relation to, the accuracy or
completeness of this announcement, and any liability therefore is expressly
disclaimed.

The distribution of this announcement and the offering of the F&C shares the
subject of the Placing in certain jurisdictions may be restricted by law. No
action has been taken by Friends Provident Group plc, Goldman Sachs
International or J.P. Morgan Cazenove Limited that would permit an offering of
such shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
announcement comes are required by Friends Provident Group plc, Goldman Sachs
International and J.P. Morgan Cazenove Limited to inform themselves about, and
to observe, such restrictions.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE
'PROSPECTUS DIRECTIVE')); (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED
INVESTORS AND PERSONS WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE 'ORDER'); (II) PERSONS FALLING WITHIN ARTICLE 49(2)
(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF
THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS 'RELEVANT
PERSONS'). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN F&C.

This announcement is for information only and does not constitute or form part
of any offer or invitation to sell or issue, or the solicitation to purchase or
subscribe for shares in F&C in any jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into
the United States, Canada or any other jurisdiction in which offers or sales
would be prohibited by applicable law. This announcement does not constitute or
form a part of any offer or solicitation to purchase or subscribe for
securities in the United States.

None of the F&C Shares have been, nor will be, registered under the US
Securities Act of 1933. The F&C Shares may not be offered or sold in the United
States absent registration under the US Securities Act or an exemption
therefrom. No public offering of securities is being made in the United States.

The F&C Shares issued to, or for the benefit of, any resident of Canada
pursuant to the Demerger will not be qualified for sale under the securities
laws of any province or territory of Canada and will be subject to resale
restrictions. Shareholders who are residents of Canada should consult their own
legal and tax advisers with respect of the legal and tax consequences of the
Demerger in their particular circumstances.



END

 

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