20 Mar 2006
Prudential plc board statement
The Board of Prudential plc notes the announcement by Aviva plc this morning regarding its unsolicited and unwelcome proposal.
The Board of Prudential reaffirms its rejection of Aviva’s proposal.
Sir David Clementi, Chairman of Prudential, commented:
“Last week’s strong results demonstrate the positive momentum of Prudential’s businesses and the exciting prospects evident under our new management team. The potential of our high growth, high margin businesses is tremendous and distinctive.
“A combination with Aviva would dilute the benefits of this growth for our shareholders. The Board does not believe the proposal is in the interests of Prudential shareholders.”
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Note to editors:
- Prudential plc is being advised by Goldman Sachs International, Lexicon Partners Limited and UBS Limited in connection with the matters referred to herein.
- Goldman Sachs International and UBS Limited are joint corporate brokers to Prudential plc.
Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Prudential and no-one else in connection with the matters referred to herein and is not advising any other person and accordingly will not be responsible to any person other than Prudential for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to such matters.
Lexicon Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Prudential only in connection with the matters referred to herein and no-one else and will not regard any other person as its client or be responsible to any person other than Prudential for providing the protections afforded to clients of Lexicon Partners Limited nor for providing advice in relation to such matters.
UBS Limited is acting for Prudential only in connection with the matters referred to herein and no-one else and will not regard any other person as its client or be responsible to any person other than Prudential for providing the protections afforded to clients of UBS Limited nor for providing advice in relation to such matters.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers, if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Prudential or of Aviva, 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 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any 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 Prudential or of Aviva, 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 City Code, all “dealings” in “relevant securities” of Prudential or of Aviva by Prudential or Aviva, or by any of their respective “associates”, must be disclosed by no later than 12.00 noon (London time) on the London 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 Takeover 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 are defined in the City 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 announcement may contain certain “forward-looking statements” with respect to certain of Prudential's plans and its current goals and expectations relating to its future financial condition, performance, results, strategy and objectives. Statements containing the words “believes”, “intends”, “expects”, “plans”, “seeks” and “anticipates”, and words of similar meaning, are forward-looking. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond Prudential's control including among other things, UK domestic and global economic and business conditions, market related risks such as fluctuations in interest rates and exchange rates, and the performance of financial markets generally; the policies and actions of regulatory authorities, the impact of competition, inflation, and deflation; experience in particular with regard to mortality and morbidity trends, lapse rates and policy renewal rates; the timing, impact and other uncertainties of future acquisitions or combinations within relevant industries; and the impact of changes in capital, solvency or accounting standards, and tax and other legislation and regulations in the jurisdictions in which Prudential and its affiliates operate. This may for example result in changes to assumptions used for determining results of operations or re-estimations of reserves for future policy benefits. As a result, Prudential's actual future financial condition, performance and results may differ materially from the plans, goals, and expectations set forth in Prudential's forward-looking statements. Prudential undertakes no obligation to update the forward-looking statements contained in this announcement or any other forward-looking statements it may make.
|Links to supplementary information about this release:
|Prudential plc Board statement