TIDMPHNX
RNS Number : 7539F
Phoenix Group Holdings
23 February 2018
-NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
Proposed acquisition of Standard Life Assurance and reinforced
Strategic Partnership with Standard Life Aberdeen plc
The Board of Phoenix Group Holdings ("Phoenix" or the "Company"
and, together with its subsidiaries, the "Group") is pleased to
announce the proposed acquisition of the majority of Standard Life
Assurance Limited and Vebnet Limited (together "Standard Life
Assurance" or the "Acquired Businesses") for a total consideration
of GBP2,930m(1) (the "Acquisition"), and the extension and
significant enhancement of the existing long term Strategic
Partnership with Standard Life Aberdeen ("SLA"). The Acquisition
encompasses all of SLA's UK and European life insurance business.
SLA will retain its UK retail platforms and advice business.
Compelling Strategic Rationale and Significant Financial
Benefits
-- Makes Phoenix the pre-eminent closed life fund consolidator
in Europe and meets all of Phoenix's M&A criteria: The
Acquisition creates an enlarged Group with GBP240 billion of legacy
assets and 10.4 million policyholders. This greater scale and
alignment with Phoenix's existing product mix strengthens Phoenix's
capacity to generate shareholder value through the delivery of
management actions and future accretive acquisitions.
-- Materially enhances the Group's cashflows over time: The
Acquisition is expected to generate a total of GBP5.5 billion of
additional aggregate cashflows, of which GBP1.0 billion is expected
to be generated between 2018 and 2022 and GBP4.5 billion from 2023
onwards.
-- Delivers an increased dividend with enhanced sustainability:
This additional cash generation supports a proposed increase in the
annualised cost of the dividend to GBP338 million from the date of
the 2018 final dividend. Based on the Phoenix closing share price
of 759.5 pence per share as at 22 February 2018, this would be
approximately equivalent to a 3% increase in the dividend per
share(2) .
-- Significant potential for cost and capital synergies: The
integration of Standard Life Assurance is expected to create net
synergies of GBP720 million, including recurring pre-tax cost
savings of GBP50 million per annum, valued at GBP415 million(3) ,
and non-recurring capital synergies of GBP440 million, less
integration costs of GBP135 million.
-- Attractive transaction pricing: The total consideration
payable of GBP2,930(1) million represents 84% of Standard Life
Assurance's estimated Solvency II Own Funds(4) of GBP3.5 billion as
at 31 December 2017. This compares to 85% and 89% of Solvency II
Own Funds that were paid for the recent acquisitions of AXA Wealth
and Abbey Life, respectively.
-- Efficient financing structure: The consideration of GBP2,930
million will be financed through: (a) a cash consideration of
GBP1,971 million, and (b) the issuance to SLA of shares in Phoenix
representing approximately 19.99% of the enlarged share capital of
Phoenix following completion of the Acquisition. The Company
proposes to finance the cash consideration via a GBP950 million
rights issue, fully underwritten on a standby basis, with the
remaining cash consideration of GBP1,021 million financed from up
to GBP1,500 million of underwritten debt facilities and up to
GBP250 million of own cash resources. The proposed financing
structure is expected to maintain the Group's Fitch leverage ratio
within its target range of 25-30%.
-- Maintains balance sheet strength: The Group's estimated
Solvency II Surplus as at 31 December 2017 is expected to increase
from GBP1.8 billion to GBP2.5 billion on a pro-forma basis(4) and
the Shareholder Capital coverage ratio(4) at announcement is
expected to be 147%.
-- Organic future growth in assets from Client Service and
Proposition Agreement: The reinforced Strategic Partnership
includes a Client Service and Proposition Agreement enabling
Phoenix to underwrite and provide policy administration for
Workplace pension and Retail SIPP and drawdown products.
-- Optionality for future European expansion, with a potential
GBP160 billion market opportunity: The Acquisition increases
Phoenix's potential market from approximately GBP380 billion of
closed life fund assets in the UK to approximately GBP540 billion
of assets across the UK, Germany and Ireland.
Strategic Partnership
As part of the Acquisition, Phoenix and SLA will significantly
expand and enhance the scope of their existing Strategic
Partnership:
-- SLA will acquire a strategic shareholding of approximately
19.99% in the enlarged Group with two Directors appointed by SLA
joining the Board of Phoenix;
-- SLA will become Phoenix's preferred, long-term asset
management partner for Standard Life Assurance, and the existing
arrangements between the parties under which SLA manages assets for
Phoenix will be extended; and
-- SLA and Phoenix will enter into a Client Service and
Proposition Agreement leveraging the respective capabilities of
both partners, and Aberdeen Standard Investments will, where
appropriate, provide asset management services. This provides an
organic growth opportunity to the enlarged Group from future fee
revenue on the new business.
Commitment to Scotland
The Acquisition delivers to Phoenix an established and highly
experienced management team and a depth of talent which will be
fundamental to the future success of Phoenix's business.
Post Completion, over 57% of the enlarged Phoenix's headcount
will be based in Edinburgh and Phoenix has indicated to SLA its
long-term intention to maintain operational headquarters in
Edinburgh.
Commenting on the Acquisition, the Group's CEO, Clive Bannister,
said:
"This is a compelling transaction for Phoenix, consistent with
the Group's stated strategy and acquisition criteria. The proposed
Acquisition establishes Phoenix as the pre-eminent closed life fund
consolidator in Europe with more than 10 million policyholders and
supports a significant increase in Phoenix's cash generation. The
reinforced Strategic Partnership with Standard Life Aberdeen allows
both companies to focus on their key strategic strengths whilst
generating future value through the new Client Service and
Proposition Agreement. We are delighted that Standard Life Aberdeen
recognises the value that Phoenix's ownership of these businesses
can deliver and has chosen to become our largest shareholder with a
holding of 19.99%.
With a purchase price representing 84% of Solvency II Own Funds
and GBP720 million of value from cost and capital synergies, the
Acquisition is attractive from a financial perspective and supports
an anticipated increase in our dividend."
Transaction Timetable
Due to its size, the Acquisition is categorised as a "reverse
takeover" under the Listing Rules and is therefore subject to the
requirements of a Class 1 transaction, including being conditional
upon the approval of Phoenix's shareholders. The listing of
Phoenix's ordinary shares (including the new ordinary shares
proposed to be issued pursuant to the Rights Issue and as
consideration to SLA) (the "Ordinary Shares") on the premium
listing segment of the Official List will be cancelled upon
completion of the Acquisition ("Completion"). Applications will be
made to the UK Listing Authority for the Ordinary Shares to be
re-admitted to the premium listing segment of the Official List and
to the London Stock Exchange for the Ordinary Shares to be
re-admitted to trading on the main market for listed securities
(together, "Re-admission"). Re-admission is expected to occur
immediately following (or as soon as practicable after)
Completion.
The Acquisition is categorised as a Class 1 transaction for SLA
and so will also be conditional upon the approval of SLA's
shareholders.
Phoenix expects to publish a combined shareholder circular and
prospectus (the "Circular and Prospectus") for the Acquisition and
Rights Issue in mid April 2018, with SLA expected to publish its
Class 1 circular at a similar time. The respective shareholder
votes will follow at general meetings expected to be convened in
early May 2018, with the Rights Issue launching once the requisite
resolutions are passed, and commencement of trading in new fully
paid shares expected mid May 2018. Completion of the Acquisition is
expected during the third quarter of 2018.
Webcast and Conference Call
A presentation for analysts and investors will be held today, 23
February 2018, at 10.30 a.m. (GMT) at Bank of America Merrill
Lynch, 2 King Edward Street, London, EC1A 1HQ, with tea and coffee
served from 10.00 a.m.
A link to a live webcast of the presentation and a copy of the
presentation will be available at www.thephoenixgroup.com.
Participants may also join the presentation via conference call
using the following dial-in details:
UK 020 3936 2999
International +44 20 3936 2999
Participant passcode: 772747
The person responsible for arranging for the release of this
announcement on behalf of Phoenix is Gerald Watson.
Enquiries
Investors:
Phoenix Group
Sam Perowne, Head of Investor Relations
+44 (0) 20 3735 0021
BofA Merrill Lynch (Joint Financial Advisor and Global
Coordinator)
Arif Vohra, Craig Coben, Fraser Allan, Ali Azar
+44 (0) 20 7628 1000
HSBC (Sole Sponsor, Corporate Broker, Joint Financial Advisor
and Global Coordinator)
Graeme Lewis, Simon Alexander, James Thomlinson, Richard
Fagan
+44 (0) 20 7991 8888
J.P. Morgan Cazenove (Joint Global Coordinator)
Mike Collar, Barry Meyers
+44 (0) 20 7777 2000
BNP Paribas (Joint Bookrunner)
Ray Barrett, Mark Field, Guy Marks
+44 (0) 20 7595 2000
Media:
Maitland
Neil Bennett
+44 (0) 20 7379 5151
Phoenix trading and integration update
Phoenix generated a total of GBP653 million of cash from the
Group's operating companies in 2017 and had holding company cash of
GBP535 million as at 31 December 2017.
The Company is on track to be at the top end of the range of its
GBP1.0 - GBP1.2 billion cash generation target for 2017 - 2018. In
addition, Phoenix today announces a new, long-term cash generation
target of GBP2.5 billion from the existing businesses over the
period 2018 - 2022, excluding the impact of the Acquisition.
As at 31 December 2017, Phoenix had an estimated GBP74 billion
of life company assets and 5.6 million policyholders. It had an
estimated Solvency II Own Funds of GBP4.6 billion and estimated
Solvency Capital Requirement(4) ("SCR") of GBP2.8 billion at 31
December 2017. Phoenix's estimated Solvency II surplus as at 31
December 2017 was GBP1.8 billion, with a Shareholder Capital
coverage ratio of 164%.
The integration of AXA Wealth and Abbey Life is now
substantially complete, delivering larger than anticipated
benefits. Since acquisition, AXA Wealth and Abbey Life have
delivered cash generation of GBP282 million and GBP236 million
respectively. Furthermore, Phoenix now expects higher cost
synergies from the acquisitions, from GBP10 million to GBP17
million per year for AXA Wealth, and it is expected that cost
savings from Abbey Life will increase from GBP7 million to GBP10
million per year by the end of the first quarter of 2018.
At its Investor Day on 14 June 2017, Phoenix announced its
intention to selectively examine transactions in the Bulk Purchase
Annuity market. Phoenix continues to believe that this market
offers an attractive and complementary source of assets for the
Group, and can confirm that it is currently in exclusive
discussions on its first external pensions buy-in transaction.
Phoenix's ongoing onshoring process, including putting in place
a new UK-registered holding company for the Group, is expected to
occur as soon as is practicable following Completion.
Phoenix will release its Full Year 2017 Results on 15 March
2018.
Information on Standard Life Assurance
Standard Life Assurance includes SLA's UK and European life
insurance, pensions and savings business, but excludes SLA's retail
platform and growth business infrastructure, as well as its advice
business. Standard Life Assurance serves approximately 4.8 million
policyholders across multiple business segments and has
approximately GBP166 billion of assets.
Standard Life Assurance is authorised by the PRA, and regulated
by the FCA and the PRA to carry on long-term insurance business in
the UK, and by the CBI and BaFin in Ireland and Germany
respectively. Standard Life Assurance had estimated Solvency II Own
Funds of GBP3.5 billion and SCR of GBP2.5 billion as at 31 December
2017. The estimated Solvency II surplus of Standard Life Assurance
as at 31 December 2017 was GBP1.0 billion, with a Shareholder
Capital coverage ratio of 143%.
The Gross Assets of Standard Life Assurance were GBP167 billion
as at 31 December 2017. Profits before tax attributable to the
assets of Standard Life Assurance were GBP377 million for the year
ended 31 December 2017.
Key business segments within Standard Life Assurance include the
following:
Legacy book
-- UK Mature (approximately GBP56 billion of assets), which
includes with profits, annuities, protection, pensions and
investment bond business;
-- Europe Mature (approximately GBP12 billion of assets), which
includes with profits business and annuities in Germany, and
pensions, annuities, protection and life assurance business in
Ireland; and
-- Legacy Workplace (approximately GBP21 billion of assets),
which is a mature back book of with profits workplace pension
products.
Legacy book with new business manufacturing
-- Workplace (approximately GBP19 billion of assets), which
includes workplace pension products;
-- Retail Growth (approximately GBP46 billion of assets), which
includes pensions and savings products, and income drawdown
business; and
-- Europe Growth (approximately GBP12 billion of assets), which
includes investment products and off-shore bonds.
As part of its Brexit plan, Standard Life Assurance currently
intends to conduct a Part VII transfer of its German and Irish
branches into its Irish subsidiary.
Principal Terms of the Acquisition and Strategic Partnership
Share Purchase Agreement
The Share Purchase Agreement (the "SPA") dated 23 February 2018
between Phoenix and SLA provides for the acquisition by Phoenix of
the entire issued share capital of the Acquired Businesses from
SLA. The SPA is subject to the satisfaction of conditions including
receipt of SLA and Phoenix shareholder approval, regulatory and
anti-trust approvals, receipt of the proceeds from the Rights
Issue, and completion of a reorganisation of Standard Life
Assurance to achieve the transaction perimeter. The total
consideration of GBP2,930 million will be financed through: (a)
cash consideration of GBP1,971 million, subject to locked box
adjustments, and (b) the issuance to SLA of shares in Phoenix
representing approximately 19.99% of the enlarged share capital of
Phoenix following Completion. Each party is obliged to pay a break
fee to the other if the SPA terminates in circumstances where
shareholder approval is not secured as a result of the transaction
not being recommended. The SPA provides for a purchase price
adjustment mechanism for 10 years from Completion to adjust for the
projected value of fees lost by SLA upon certain types of
withdrawal of assets from its management.
Deed of Indemnity
The Deed of Indemnity will provide for SLA to indemnify Phoenix
in respect of liabilities of Standard Life Assurance arising out of
the FCA's Annuity Sales Practices Review and related regulatory
processes. The indemnity will sit on top of an existing provision
within Phoenix to cover (i) policyholder redress; (ii) any FCA
fines; and (iii) any associated costs, expenses and advisor
fees.
Transitional Services Agreement
Heads of terms for the Transitional Services Agreement (the
"TSA") have been agreed. SLA currently provides certain services to
Standard Life Assurance on an intra-group basis. Under the TSA (to
be signed on Completion), SLA shall provide services to the
Acquired Businesses necessary for migration and separation.
Standard Life Assurance may also need to provide certain services
to SLA under a reverse transitional services agreement.
Client Service and Proposition Agreement
SLA and Phoenix have entered into a Client Service and
Proposition Agreement that will govern the Workplace, SIPP and
drawdown products of Standard Life Assurance by SLA. SLA will
receive fees in relation to assets under management. The Client
Service and Proposition Agreement will cover, inter alia,
obligations in relation to development of products, maintenance and
development of IT and other sales infrastructure.
Investment Management Agreement
Pursuant to the SPA, Phoenix and SLA have agreed a form of
Investment Management Agreement to be entered into by Standard Life
Assurance Limited and Standard Life International Limited ("SLI")
at Completion. Pursuant to the Investment Management Agreement, SLI
will be responsible for the management of Standard Life Assurance's
investment portfolio within the pre-agreed investment guidelines.
The Investment Management Agreement may be terminated by either
party on three years' written notice. Standard Life Assurance also
has certain specific rights to withdraw assets from SLI's
management.
Relationship Agreement
Phoenix and SLA have agreed the terms of a Relationship
Agreement to be entered into once SLA becomes a holder of
approximately 19.99% of the enlarged Phoenix, which will govern the
relationship between Phoenix and SLA and ensure that the enlarged
Phoenix carries on as an independent business and complies with its
obligations under the Listing Rules. Under the Relationship
Agreement, SLA will have the right to appoint two non-executive
directors to the Board of Phoenix for so long as SLA holds 15% or
more of the share capital of the enlarged Phoenix and the right to
appoint one non-executive director to the Board of Phoenix for so
long as SLA holds 10% or more (but less than 15%) of the share
capital of the enlarged Phoenix. Subject to certain exceptions, SLA
has agreed to a 12-month lock-up and a two-year standstill
following Completion (except in respect of its shares under
management).
Financial Impact of the Acquisition
The Acquisition will bring to the Group an additional GBP166
billion of assets and approximately 4.8 million policyholders,
based on Standard Life Assurance's position as at 31 December 2017.
This will result in an increase in the Group's existing assets to
GBP240 billion and 10.4 million policyholders.
The Company has today announced a new standalone cash generation
target, excluding the impact of the Acquisition, of GBP2.5 billion
for the years 2018 to 2022, with a further GBP3.8 billion of cash
generation expected from 2023 onwards. Including Standard Life
Assurance, the Group's aggregate cash generation from in-force
business, after implementing certain management actions, is
expected to be GBP11.8 billion, of which GBP3.5 billion is expected
for the years 2018 to 2022 with a further GBP8.3 billion expected
from 2023 onwards. Furthermore, the Group anticipates incremental
value from future new business arising under the Client Service and
Proposition Agreement for the Workplace pension and retail SIPP and
drawdown elements of Standard Life Assurance.
The proposed financing mix will maintain the Group's balance
sheet strength, with the Fitch leverage ratio expected to remain
within the Group's target range of 25-30%, in line with its focus
on maintaining its investment grade rating.
The Group's estimated Solvency II Own Funds are expected to
increase to GBP7.8 billion as at 31 December 2017, with the Group's
SCR expected to increase to GBP5.3 billion. The estimated Solvency
II surplus as at 31 December 2017 is expected to increase from
GBP1.8 billion to GBP2.5 billion, with the Shareholder Capital
coverage ratio reducing from 164% to 147%. Phoenix has implemented
hedging strategies to protect its capital position in line with the
Group's existing market risk policies from the date of
announcement, which is expected to support the resilience of the
Group's Solvency II capital sensitivities.
The Company expects that the transition of Standard Life
Assurance assets onto Phoenix's Target Operating Model will unlock
significant value for Phoenix shareholders over time. The
Acquisition is expected to result in recurring pre-tax cost savings
of GBP50 million per annum, valued at GBP415 million on a post-tax
basis and capitalised over 10 years. The Acquisition is also
expected to create non-recurring capital synergies of GBP440
million as a result of the hedging of unit linked value-in-force
business and the application of Phoenix's Strategic Asset
Allocation across the enlarged annuity portfolio. The Directors
expect to incur one-time post-tax expenditure of approximately
GBP135 million to complete the integration. The Directors believe
that the estimated synergies as set out above (which may be subject
to the prior approval of the PRA) could not be achieved without
Completion.
Phoenix management has significant experience integrating
acquisitions into the Group. Following the completion of the AXA
and Abbey Life acquisitions in November 2016 and December 2016,
respectively, full integration of these businesses is now close to
completion. The Group is therefore able to draw on its skilled
resource pool to execute the integration of Standard Life
Assurance.
Dividend and Dividend Policy
Supported by the additional long-term cashflows arising from the
Acquisition, Phoenix expects to increase its annualised dividend to
GBP338 million from the date of the final 2018 dividend versus the
current standalone annualised dividend of GBP197 million. Based on
the Phoenix closing share price of 759.5 pence per share as at 22
February 2018, this would be approximately equivalent to a 3%
increase in the dividend per share(2) . The Group intends to
maintain its stable and sustainable dividend policy going
forward.
Financing the Acquisition
The total consideration of GBP2,930 million will be financed
through: (a) cash consideration of GBP1,971 million, and (b) the
issuance to SLA of shares in Phoenix representing approximately
19.99% of the enlarged share capital of Phoenix following
Completion, valued at GBP959 million(5) .
The Company expects to fund the cash consideration via a GBP950
million rights issue, fully underwritten on a standby basis, with
the remaining cash consideration of GBP1,021 million to be financed
from up to GBP1,500 million of underwritten debt facilities and up
to GBP250 million of own cash resources.
The Rights Issue has been fully underwritten on a standby basis
by HSBC Bank plc ("HSBC"), Merrill Lynch International ("BofA
Merrill Lynch"), J.P. Morgan Securities plc ("J.P. Morgan
Cazenove") and BNP Paribas ("BNPP") (together the
"Underwriters").
If Completion does not take place before the long-stop date of
31 December 2018 (extendable in limited circumstances), the
Directors intend to retain the net proceeds of the Rights Issue for
use within the next 12 months on alternative acquisitions
consistent with the Group's acquisition criteria and strategy.
Failing this, the Directors will either seek to return the net
proceeds of the Rights Issue to shareholders in a tax efficient and
practicable manner or seek shareholder approval to continue to hold
the net proceeds of the Rights Issue for general corporate
purposes.
Integration of Standard Life Assurance
The Group intends to apply a disciplined approach to the
integration of Standard Life Assurance, and will continue to retain
strong capabilities in order to support both the in-force as well
as new business expected to be manufactured through the Strategic
Partnership.
The Group will also seek to leverage its existing operating
model and platform where appropriate, including combining
management and support functions across the enlarged Group.
Notes
(1) The consideration and the Solvency II Own Funds of Standard
Life Assurance are stated following the deduction of a pre
Completion dividend to SLA of GBP312 million. In the event the
Acquisition completes after Phoenix's 2018 interim dividend
ex-dividend date, there will be an additional payment of the amount
of the dividend that SLA would otherwise have received.
(2) Adjusted for an assumed final 2017 dividend of 25.1 pence
per share. The actual reported year-on-year dividend per share
uplift will depend on the bonus element of the proposed Rights
Issue at the time of the start of trading of the nil-paid
rights.
(3) Total net synergies of GBP720 million consist of capital
synergies of GBP440 million, a value of cost synergies of GBP415
million (calculated as after tax annual synergies capitalised over
10 years) and after deducting post tax integration costs of GBP135
million.
(4) Solvency II Own Funds, SCR and the Shareholder Capital
coverage ratio exclude amounts relating to unsupported with profits
funds and, for Phoenix, the PGL Pension Scheme. Solvency II surplus
of the Combined Group assumes GBP600 million of additional hybrid
debt and is subject to regulatory approval of the Internal Model
treatment.
(5) Based on Phoenix's market capitalisation of GBP2,888 million
as at 22 February 2018 (after deducting an assumed Final dividend
for 2017 of 25.1p per share) and assumes a Rights Issue of GBP950
million before expenses.
Phoenix Group Holdings LEI - 21380031B1D56JRCE375
Important Notices
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is not a circular
or a prospectus but an advertisement and investors should not
acquire any nil paid rights, fully paid rights or new shares or
depositary interests referred to in this announcement except on the
basis of the information contained in the combined Circular and
Prospectus to be published by the Company in connection with the
Acquisition and the Rights Issue in due course. The information
contained in this announcement is for background purposes only and
does not purport to be full or complete. The information in this
announcement is subject to change. A copy of the combined Circular
and Prospectus when published will be available from the registered
office of the Company and on the Company's website, provided that
such Circular and Prospectus will not, subject to certain
exceptions, be available to certain shareholders in certain
restricted or excluded territories. The combined Circular and
Prospectus will give further details of the Acquisition and the
Rights Issue.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for any securities in any jurisdiction. No
offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for, any securities will be
made in Australia, Canada, Japan or South Africa or any other
jurisdiction in which such an offer or solicitation is unlawful.
The information contained in this announcement is not for release,
publication or distribution to persons in, and should not be
distributed, forwarded to or transmitted in or into, the United
States, Australia, Canada, Japan, South Africa or any other
jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"US Securities Act"), under the securities legislation of any state
of the United States or under the applicable securities laws of
Australia, Canada, Japan or South Africa. The securities referred
to herein may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the combined circular and
prospectus (once published) and the provisional allotment letters
(once printed) should not, subject to certain exceptions, be
distributed, forwarded to or transmitted in or into the United
States, Australia, Canada, Japan, South Africa or any other
restricted or excluded territories or any jurisdiction where to do
so would be unlawful.
This announcement does not constitute a recommendation
concerning any investor's decision or options with respect to the
Acquisition or the Rights Issue. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult his, her or its
own independent legal adviser, business adviser, financial adviser
or tax adviser for legal, financial, business or tax advice.
BofA Merrill Lynch and HSBC, each of which is authorised by the
PRA and regulated in the United Kingdom by the PRA and the FCA, and
BNPP which is supervised by the European Central Bank ("ECB") and
the French Autorité de Contrôle Prudentiel et de Résolution
("ACPR") and the Autorité des marchés financiers ("AMF") and is
authorised as a credit institution by the ECB and as an investment
services provider by the ACPR in France (and whose London branch is
lead-supervised by the ECB and the ACPR and is authorised by the
ECB, the ACPR and the Prudential Regulation Authority and subject
to limited regulation by the Financial Conduct Authority and the
Prudential Regulation Authority), are each acting for the Company
and for no one else in connection with the Acquisition and the
Rights Issue, and will not regard any other person as a client in
relation to the Acquisition and the Rights Issue and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing
advice in connection with the Acquisition, the Rights Issue or any
other matter, transaction or arrangement referred to in this
announcement.
J.P. Morgan Cazenove which is authorised by the PRA and
regulated in the United Kingdom by the PRA and the FCA, is acting
for the Company and for no one else in connection with the Rights
Issue, and will not regard any other person as a client in relation
to the Rights Issue and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the Rights
Issue or any other matter.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Underwriters by the FSMA or the regulatory
regime established thereunder, none of the Underwriters nor any of
their respective affiliates accepts any responsibility or liability
whatsoever and makes no representation or warranty, express or
implied, for the contents of this announcement, including its
accuracy, fairness, sufficiency, completeness or verification or
for any other statement made or purported to be made by it, or on
its behalf, in connection with the Company or the Acquisition or
the Rights Issue and nothing in this announcement is, or shall be
relied upon as, a promise or representation in this respect,
whether as to the past or future. Each of the Underwriters and
their respective affiliates accordingly disclaims to the fullest
extent permitted by law all and any responsibility and liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this
announcement or any such statement. Furthermore, each of the
Underwriters and/or their affiliates provides various investment
banking, commercial banking and financial advisory services from
time to time to the Company.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and, when published, the Circular and Prospectus and, if given or
made, such information or representations must not be relied on as
having been authorised by the Company, BofA Merrill Lynch, HSBC,
J.P. Morgan Cazenove and BNPP. Subject to the Listing Rules, the
Prospectus Rules and the Disclosure Guidance and Transparency Rules
of the Financial Conduct Authority, the issue of this announcement
shall not, in any circumstances, create any implication that there
has been no change in the affairs of the Company since the date of
this announcement or that the information in it is correct as at
any subsequent date.
Each of the Underwriters and/or their respective affiliates,
acting as investors for their own accounts, may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the nil paid rights, the fully paid rights, the new
shares and/or related instruments for their own account for the
purpose of hedging their underwriting exposure or otherwise. Except
as required by applicable law or regulation, the Underwriters and
their respective affiliates do not propose to make any public
disclosure in relation to such transactions.
This announcement may contain certain forward-looking
statements, beliefs or opinions, with respect to the financial
condition, results of operations and business of the Company, the
enlarged Group following the Acquisition and the Acquired
Businesses. These statements, which contain the words "anticipate",
"believe", "intend", "estimate", "expect", "may", "will", "seek",
"continue", "aim", "target", "projected", "plan", "goal", "achieve"
and words of similar meaning, reflect the Company's beliefs and
expectations and are based on numerous assumptions regarding the
Company's present and future business strategies and the
environment the Company and the enlarged Group will operate in and
are subject to risks and uncertainties that may cause actual
results to differ materially. No representation is made that any of
these statements or forecasts will come to pass or that any
forecast results will be achieved. Forward-looking statements
involve inherent known and unknown risks, uncertainties and
contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause
the actual results, performance or achievements of the Company or
the enlarged Group to be materially different from those expressed
or implied by such forward looking statements. Many of these risks
and uncertainties relate to factors that are beyond the Company's
or the enlarged Group's ability to control or estimate precisely,
such as future market conditions, currency fluctuations, the
behaviour of other market participants, the actions of regulators
and other factors such as the Company's or the enlarged Group's
ability to continue to obtain financing to meet its liquidity
needs, changes in the political, social and regulatory framework in
which the Company or the Acquired Businesses operate or in economic
or technological trends or conditions. Past performance of the
Company or the Acquired Businesses cannot be relied on as a guide
to future performance. As a result, you are cautioned not to place
undue reliance on such forward-looking statements. The list above
is not exhaustive and there are other factors that may cause the
Company's or the enlarged Group's actual results to differ
materially from the forward-looking statements contained in this
announcement Forward-looking statements speak only as of their date
and the Company, BofA Merrill Lynch, HSBC, J.P. Morgan Cazenove and
BNPP, their respective parent and subsidiary undertakings, the
subsidiary undertakings of such parent undertakings, and any of
such person's respective directors, officers, employees, agents,
affiliates or advisers expressly disclaim any obligation to
supplement, amend, update or revise any of the forward-looking
statements made herein, except where it would be required to do so
under applicable law. You are advised to read this announcement
and, once published, the Circular and Prospectus in their entirety
for a further discussion of the factors that could affect the
Company's future performance. In light of these risks,
uncertainties and assumptions, the events described in the
forward-looking statements in this announcement may not occur. No
statement in this announcement is intended as a profit forecast or
a profit estimate and no statement in this announcement should be
interpreted to mean that the financial performance of the Company
for the current or future financial years would necessarily match
or exceed the historical published for the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQQXLBLVLFEBBK
(END) Dow Jones Newswires
February 23, 2018 02:01 ET (07:01 GMT)
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