RECOMMENDED OFFER BY PRUDENTIAL PLC FOR
THE SHARES OF EGG PLC NOT ALREADY OWNED BY PRUDENTIAL
1 DECEMBER 2005
1. Introduction
The Boards of Prudential and Egg are pleased to announce the terms of a
recommended Offer, to be made by Lexicon Partners on behalf of Prudential, for
the whole of the issued and to be issued shares of Egg not already owned by the
Prudential Group, representing 21.7 per cent. of the existing issued share
capital of Egg.
The Offer values the existing issued share capital of Egg at approximately £973
million, a 15 per cent. premium to the market capitalisation of Egg of £845
million on 30 November 2005, being the last Business Day prior to announcement
of the Offer.
2. The Offer
The Offer, which will be subject to the Condition and Further Terms set out in
Appendix I, and to be set out in the Information Memorandum, Offer Document and
Form of Acceptance, will be made on the following basis:
0.2237 New Prudential Shares for each Egg Share
Based on the closing mid-market price of 527.5 pence per Prudential share on 30
November 2005, the last Business Day prior to the date of this Announcement, the
Offer:
• values each Egg Share at approximately 118 pence; and
• represents a premium of approximately 15 per cent. to the closing
middle market price of 102.5 pence per Egg Share on 30 November 2005, being the
last Business Day prior to the date of this Announcement.
Full acceptance of the Offer, assuming exercise of all in the money existing
options under the Egg Share Option Schemes, would result in the issue of up to
approximately 41 million New Prudential Shares representing approximately 1.7
per cent. of the issued ordinary share capital of Prudential as enlarged by the
acquisition of the Minority.
The offer of New Prudential Shares as consideration for the Acquisition will
allow Egg shareholders to participate in future value creation and dividends
payable by the enlarged Prudential Group, including the benefit of cost and
revenue synergies not otherwise available to Egg as a stand-alone business.
Application will be made for the New Prudential Shares to be admitted to the
Official List of the UK Listing Authority and to trading on the London Stock
Exchange's market for listed securities.
When made, the Offer will be subject only to the condition that the admission of
the New Prudential Shares (i) to listing on the Official List of the UK Listing
Authority becomes effective in accordance with the Listing Rules of the UK
Listing Authority and (ii) to trading on the London Stock Exchange's market for
listed securities becomes effective in accordance with the Admission and
Disclosure Standards made by the London Stock Exchange from time to time.
Further details of the bases and sources for certain information set out in this
Announcement are contained in Appendix II.
3. Prudential's Ownership of Egg Shares and Irrevocable
Undertakings
The Prudential Group owns in aggregate 645,955,847 Egg Shares representing
approximately 78.3 per cent. of Egg's existing issued ordinary share capital.
In addition, 5,069,632 Egg Shares are held as investment assets in Prudential's
UK life funds and 42,848 Egg Shares in other investment funds managed by M&G.
Three directors of Prudential, Philip Broadley, Roberto Mendoza, and Rob Rowley
(and their close relatives) are interested in 2,610, 300,000 and 940 Egg Shares
respectively.
The Independent Committee have indicated to Prudential that they intend to give
irrevocable undertakings to accept the Offer in respect of their own beneficial
holdings of Egg Shares, amounting in aggregate to approximately 856,736 Egg
Shares, representing approximately 0.5 per cent. of Egg's existing issued share
capital not owned by Prudential (and 0.1 per cent. of Egg's existing issued
ordinary share capital).
4. Background to and Reasons for the Offer
On 26 October 2005, Prudential announced its intention to retain and develop
Egg. It also announced that it was considering the financial and commercial
case for bringing Egg fully into the Prudential Group through a share exchange
to acquire the Minority. Having completed its analysis, the Board of Prudential
believes there is a strong financial and commercial case to proceed with the
acquisition of the Minority.
In the UK, the Prudential Group has three powerful franchises operating in the
life and pensions, retail fund management and personal banking sectors under the
Prudential, M&G and Egg brands. While each of these businesses will continue to
operate as a distinct business unit following completion of this transaction,
Prudential sees significant scope to create substantial financial benefits to
the Group through greater collaboration, both in terms of cost savings and
revenue opportunities.
Since its launch in 1998, Egg has grown rapidly to build a strong retail banking
franchise with strong brand loyalty and an attractive customer base. As an
integral part of Prudential's broader UK strategy, Egg has the following key
attributes:
• A strong customer base with, in aggregate, approximately 3.7 million
younger, more affluent customers. These customers are a valuable complement to
Prudential's UK life and pensions and retail fund management customers.
• A powerful, consumer focused brand which will present opportunities
for the Prudential Group to win new customers and access new markets, both for
banking and savings products as well as protection products.
• A direct distribution model offering greater 'ownership' of the
customer relationship to balance Prudential's continuing and successful
intermediary-led life assurance distribution strategy. Egg has demonstrated a
strong capability to generate new business at below industry average acquisition
costs.
Egg represents a scale platform from which Prudential will further develop its
exposure to the profitable and fast growing personal savings and loans market.
Egg provides an effective product manufacturing capability together with a
powerful, differentiated direct-to-consumer brand with a proven track record of
generating profitable new customer relationships.
Cost Benefits
Without the constraints of a publicly quoted minority, Prudential will be able
to maximise the synergy benefits from closer collaboration between Egg and
Prudential UK, whilst still retaining each business as a distinct business unit.
Through the Acquisition and the closer partnership of Egg with Prudential's UK
life and pensions business, Prudential expects to achieve total annualised
pre-tax cost savings across the combined businesses of £40 million by the end of
2007.
Cost savings across the businesses are expected to result from:
• Co-ordination of Treasury activities to reduce the Group's overall
funding costs;
• Co-ordination of selected activities, across customer service, IT,
administration and marketing to deliver greater effectiveness and benefit from
improved scale efficiencies;
• Rationalisation of project and development spend through co-ordination
and collaboration; and
• Elimination of Egg's separate listing costs and the infrastructure to
support this listing.
Restructuring costs of approximately £50 million pre-tax are estimated to be
incurred from these initiatives. These will be provided for in 2006.
Revenue Benefits
Prudential's UK life and pensions business, Egg and M&G are highly
complementary. Between them, these businesses have the product capabilities and
expertise to provide a comprehensive range of financial products to meet the
changing requirements of customers as they move through the different phases of
their lives. This product range includes lending and deposit taking, retail
asset management, protection, health, pensions and annuities.
At present, there is very little overlap between the three businesses' customer
bases. Through working together to address the needs of each business's
customers in a systematic and targeted manner that combines banking, life and
pensions and retail fund management, the Board of Prudential believes that there
are clear opportunities to increase sales to the Prudential Group's combined UK
marketable customer base of approximately 4.8 million. The Board of Prudential
has identified the following initial revenue opportunities which will leverage
the product expertise, customer relationships and brand recognition of
Prudential UK, Egg and M&G:
• Offering Prudential branded deposit and savings accounts, manufactured
by Egg, to capture maturing Prudential pension and life assurance policy
proceeds.
• Offering Prudential branded mortgages, manufactured by Egg, to
Prudential UK's marketable customer base as well as to customers of Prudential's
multi-tie partnerships and the wider IFA community.
• Offering Egg branded credit cards and unsecured loans into both
Prudential UK's direct-to-consumer and IFA customer bases through direct
marketing and intermediary promotions.
• Offering PruHealth products to the Egg customer base. More than 20
per cent. of Egg customers currently buy their own private medical insurance.
• Offering M&G branded investment products to customers of Egg and
Prudential UK.
Benefits for Egg Customers
As a result of the Acquisition and the closer collaboration it will facilitate,
the customers of Egg will benefit from an enhanced range of products,
particularly in the life and pensions market. As a wholly owned subsidiary of
the Prudential Group, Egg will also benefit from the financial strength of the
Prudential Group which will enhance its competitive position in the secured and
unsecured lending markets.
5. Financial Effects on Prudential
The Acquisition is expected to be earnings enhancing (both on an IFRS operating
earnings per share basis and on an EEV operating earnings per share basis) for
Prudential in 2006(1)(2)(3).
It is also expected that Prudential's capital surplus position (on an EU
Financial Conglomerates Directive solvency basis) would increase as a result of
the Acquisition from the date of completion(4).
It is estimated that one-off restructuring costs of approximately £50 million
pre-tax will be provided for in 2006.
6. Information on Egg
Launched by Prudential in October 1998, Egg is an innovative financial services
company, authorised as a bank by the FSA and providing a range of banking and
financial services products that are distributed via the Internet and phone.
Egg has no branches.
Following its launch, Egg immediately developed strong brand recognition and was
among the first to the market with its internet-based services and products. In
June 2000, approximately 21 per cent. of the shares of Egg were offered by
Prudential in an initial public offering. Currently, Prudential holds
approximately 78.3 per cent. of the shares of Egg with the remainder held by
non-Prudential shareholders.
Egg is now one of the world's largest online banks with approximately 3.7
million customers in total.
Egg focuses on offering banking products and services, specifically, personal
loans, credit cards, mortgage loans, and deposit and savings accounts through
its operational subsidiaries.
The strategic focus of Egg over the last year has been to concentrate on its
core operations in the United Kingdom. As a result, Egg has disposed of its
interests in France and Funds Direct, its investment platform business. Egg has
concentrated on maximising its unsecured lending business whilst continuing to
exploit new technologies to offer innovative products to its customers.
Egg reported operating income and profits on continuing ordinary activities
before tax on an IFRS basis for the half year to 30 June 2005 of £251.0 million
and £12.9 million respectively. As at 30 June 2005, Egg had shareholders' funds
of £336.4 million.
7. Information on Prudential
Established in 1848, Prudential is a leading international financial services
company providing retail financial services and fund management via operational
subsidiaries in its chosen markets of the United Kingdom, the United States of
America, Asia and continental Europe.
The Prudential Group has some 18 million customers, policyholders and unit
holders and approximately 21,500 employees worldwide.
As at 30 November 2005, Prudential had a market capitalisation of approximately
£12.6 billion.
In the UK, Prudential is a leading life and pensions provider. M&G, which was
acquired by Prudential in 1999, is the Prudential Group's UK and European fund
manager and is responsible for managing over £126 billion in funds (as at 31
December 2004). Prudential also is the majority owner of Egg with a current
shareholding of approximately 78.3 per cent. of Egg's existing issued ordinary
share capital.
In Asia, Prudential is the leading European life assurer with life and fund
management operations in 12 countries.
In the US, Prudential owns Jackson National Life, a leading life assurance
company specialising in the annuity market.
Through these operations, Prudential has strong positions in three of the
largest and most attractive markets in the world, where rising global wealth and
changing demographics are fuelling demand for long-term savings. Prudential's
strategy is to build sustainable, profitable businesses in each of these markets
and maximise returns to shareholders.
For the half year to 30 June 2005, the Prudential Group wrote worldwide Annual
Premium Equivalent (APE) sales of £1,129 million and reported profits on
continuing ordinary activities before tax on an achieved profits basis
(following implementation of IFRS) of £816 million. As at 30 June 2005,
Prudential had achieved profit shareholders' funds of £9.3 billion.
8. Management and Employees
The Board of Prudential has confirmed that the existing employment rights,
including pension rights, of all employees of Egg will be fully safeguarded.
Prudential intends to agree certain arrangements with the executive Directors of
Egg regarding their future participation in the operational management of Egg
and details of these arrangements will be set out in the Offer Document.
9. Option Schemes
The Offer will extend to any Egg Shares which are issued or unconditionally
allotted and fully paid (or credited as fully paid) while the Offer remains open
for acceptances (or, subject to the City Code, by such earlier date as
Prudential may decide), including Egg Shares issued pursuant to the exercise of
options granted under the Egg Share Option Schemes or otherwise.
To the extent that such options have not been exercised in full, Prudential will
make appropriate proposals to the holders of Egg Options.
10. Offer Document
The Offer will be subject to the applicable requirements of the City Code. The
Offer Document, setting out the details of the Offer and enclosing the Form of
Acceptance, will be despatched to Egg shareholders shortly and in any event
within twenty-eight days of the date of this Announcement, unless otherwise
agreed with the Panel.
11. Listing, Dealings and Settlement
Application will be made to the UK Listing Authority for the New Prudential
Shares to be admitted to the Official List and to trading on the London Stock
Exchange's market for listed securities. It is expected that Admission will
become effective and that dealings for normal settlement in the New Prudential
Shares will commence as soon as practicable after the Offer is made. The
Information Memorandum will be despatched to Egg shareholders with the Offer
Document.
Prudential intends to arrange for a free share dealing facility to be made
available to Egg shareholders resident in the UK who accept the Offer and
receive their entitlement of New Prudential Shares. This dealing facility will
enable them to sell up to 300 New Prudential Shares without incurring any
charges (including dealing charges and settlement charges) and to receive the
proceeds of sale in sterling. Further details of this free dealing facility
will be provided in the Offer Document.
12. Disclosure of Interests in Egg
Except for the shareholdings and irrevocable undertakings summarised in
paragraph 3, neither Prudential nor, so far as the Directors of Prudential are
aware, any person acting in concert with it owns or controls any Egg Shares or
any securities convertible or exchangeable into Egg Shares or any rights to
subscribe for or purchase, or options (including traded options) in respect of,
or derivatives referenced to, any such shares, nor does any such person have any
arrangement in relation to any such shares.
For these purposes, 'arrangement' includes any indemnity or option arrangement,
any agreement or understanding, formal or informal, of whatever nature, relating
to the above mentioned shares which may be an inducement to deal or refrain from
trading in such securities.
13. Delisting and Compulsory Acquisition
After the First Closing date of the Offer, expected to be in mid January 2006,
the Board of Egg will make an application to delist the Egg Shares from the
Official List and to cancel trading of Egg Shares on the London Stock Exchange's
market for listed securities. Delisting would significantly reduce the
liquidity and marketability of any Egg Share not assented to the Offer at that
time.
If Prudential receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the Egg Shares to which the Offer
relates, Prudential will exercise its rights pursuant to the provisions of
sections 428 - 430F (inclusive) of the Companies Act to acquire compulsorily the
remaining Egg Shares in respect of which the Offer has not been accepted.
14. Recommendation
Roberto Mendoza and Philip Broadley are Directors of both Egg and Prudential and
have not participated in the Egg Board's deliberations in relation to the Offer.
The Egg Board of Directors has established a committee of Directors who are
independent of Prudential to consider the terms of the Offer on behalf of
holders of the Minority. This committee (the 'Independent Committee') comprises
Ronnie Baird, Pascal Cagni, Leslie Priestley, Juan Rada, Paul Gratton and Mark
Nancarrow.
The Independent Committee, which has been so advised by Goldman Sachs
International, considers the terms of the Offer to be fair and reasonable. In
providing advice to the Independent Committee, Goldman Sachs International has
taken into account the commercial assessments of the Egg Board. Accordingly,
the Independent Committee unanimously intends to recommend that Egg shareholders
accept the Offer. The Independent Committee have indicated to Prudential that
they intend to give irrevocable undertakings to accept the Offer in respect of
their own beneficial holdings of Egg Shares, which represent approximately 0.5
per cent. of Egg's existing issued share capital not owned by Prudential.
Enquiries
For further information, contact:
Prudential
Media Enquiries
Jon Bunn Tel: 020 7548 3559
William Baldwin-Charles Tel: 020 7548 3719
Joanne Doyle Tel: 020 7548 3708
Investor / Analyst Enquiries
James Matthews Tel: 020 7548 3561
Marina Novis Tel: 020 7548 3511
Lexicon Partners (financial adviser to Prudential) Tel: 020 7653 6000
Andrew Sibbald
Ollie Clayton
Lucy Garrett
UBS Investment Bank (corporate broker to Prudential) Tel: 020 7568 1000
Phil Shelley
Egg
Media Enquiries
Press Office Tel: 020 7526 2600
Emma Byrne Tel: 020 7526 2565
Investor / Analyst Enquiries
Kieran Coleman Tel: 020 7526 2648
Goldman Sachs International (financial adviser to Egg) Tel: 020 7774 1000
Karen Cook
Nick Reid
Jonathan Sorrell
JP Morgan Cazenove (corporate broker to Egg) Tel: 020 7588 2828
Richard Locke
Mike Collar
Notes:
1. Supplemental reporting European Embedded Value (EEV) earnings per
share is calculated by reference to Prudential Group's operating profit based on
longer-term investment returns after tax and minority interests and before
exceptional items, on a European Embedded Value basis.
2. IFRS operating earnings per share is calculated by reference to
Prudential Group's operating profit based on longer-term investment returns
after tax and minority interests and before exceptional items.
3. The statements that the Acquisition will be earnings enhancing do not
constitute a profit forecast and should not be interpreted to mean that the
earnings per share in the first full financial year following the Acquisition,
or in any subsequent period, would necessarily match or be greater than those
for the relevant preceding financial year.
4. The Group's Financial Conglomerates Directive solvency position is
calculated in accordance with the requirements of the directive and the FSA's
Integrated Prudential Sourcebook.
This Announcement does not constitute an offer or an invitation to purchase any
securities.
The Offer will be on the terms set out herein and in Appendix I and to be set
out in the Offer Document and Form of Acceptance. It is intended that the Offer
Document (including a letter of recommendation from the Chairman of Egg) and
Forms of Acceptance will be despatched shortly to Egg shareholders.
Appendix II contains the sources and bases for certain information set out in
this Announcement.
Lexicon Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Prudential only in connection with
the Offer 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 nor for providing advice in relation to
the Offer.
UBS is acting for Prudential only in connection with the Offer 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 nor for providing advice in relation to the Offer.
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Egg and
no-one else in connection with the Offer and is not advising any other person
and accordingly will not be responsible to any person other than Egg for
providing the protections afforded to clients of Goldman Sachs International or
for providing advice in relation to the Offer.
JP Morgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Egg only in connection with the
Offer and no-one else and will not regard any other person as its client or be
responsible to any person other than Egg for providing the protections afforded
to clients of JP Morgan Cazenove nor for providing advice in relation to the
Offer.
This Announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities in any jurisdiction. Any acceptance
or other response to the Offer should be made only on the basis of information
contained in or referred to in the Offer Document and the Information Memorandum
which Prudential intends to despatch shortly to Egg shareholders.
The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this Announcement is released, published or distributed
should inform themselves about and observe such restrictions.
The laws of the relevant jurisdiction may affect the availability of the Offer
to persons not resident in the United Kingdom. Persons who are not resident in
the United Kingdom, or who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable requirements. Further details in relation to overseas shareholders
will be contained in the Offer Document and the Information Memorandum.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality (including, without limitation, by
means of telephone, fax, telex or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national securities
exchange of, the United States of America, Canada, Australia or Japan and will
not be capable of acceptance by any such use, means, instrumentality or
facility. Accordingly, neither this Announcement nor the Information Memorandum
nor the Offer Document nor the Form of Acceptance is being, and must not be,
mailed or otherwise forwarded, transmitted, distributed or sent in, into or from
the United States of America, Canada, Australia or Japan. Doing so may render
invalid any purported acceptance of the Offer. All Egg shareholders or other
persons (including nominees, trustees or custodians) who would or otherwise
intend to, or may have a contractual or legal obligation to, forward this
Announcement and/or the Information Memorandum and/or the Offer Document and/or
the Form of Acceptance to any jurisdiction outside the United Kingdom, should
refrain from doing so and seek appropriate professional advice before taking any
action.
The Offer is not an offer of securities for sale in the United States of America
or in any jurisdiction in which such an offer is unlawful. The New Prudential
Shares to be issued in connection with the Offer have not been, nor will they
be, registered under the US Securities Act of 1933, as amended, or under the
securities laws of any state of the United States of America and may not be
offered or sold in the United States of America, absent registration or an
applicable exemption from registration. No public offering of the securities
will be made in the United States of America. The relevant clearances have not
been, and will not be, obtained from the securities commission of any province
or territory of Canada; no prospectus or a prospectus equivalent has been, or
will be, lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance and the New
Prudential Shares have not been, and nor will they be, registered under or
offered in compliance with applicable securities laws of any state, province,
territory or jurisdiction of Canada, Australia or Japan. Accordingly,
Prudential Shares may not (unless an exemption under relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia or Japan or any other jurisdiction outside the United
Kingdom if to do so would constitute a violation of the relevant laws of, or
require registration thereof in, such jurisdiction or to, or for the account or
benefit of, a person located in Canada, Australia or Japan.
This Announcement contains a number of forward-looking statements relating to
Prudential and Egg with respect to, among others, the following: financial
condition; results of operation; the businesses of Prudential and Egg; future
benefits of the transaction; and management plans and objectives. Prudential
and Egg consider any statements that are not historical facts as
'forward-looking statements'. They involve a number of risks and uncertainties
that could cause actual results to differ materially from those suggested by the
forward-looking statements. Important factors that could cause actual results
to differ materially from estimates or forecasts contained in the
forward-looking statements include, among others, the following possibilities:
future revenues are lower than expected; costs or difficulties relating to the
combination of the businesses of Prudential and Egg, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or not
realised within the expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places Prudential and Egg do
business are less favourable than expected, and/or conditions in the securities
market are less favourable than expected.
The estimated operational cost savings and financial synergies have been
calculated on the basis of the existing cost and operating structures of the
companies and by reference to current prices and the current regulatory
environment. These statements of estimated cost savings relate to future
actions and circumstances which, by their nature, involve risk, uncertainties
and other factors. Because of this, the cost savings and financial synergies
referred to may not be achieved, or those achieved could be materially different
from those estimated. These statements should not be interpreted to mean that
the earnings per share in the first full financial year following the
Acquisition, or in any subsequent period, would necessarily match or be greater
than those for the relevant preceding financial period.
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 Egg, 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 First Closing Date. 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 Egg, 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 Egg by Prudential or Egg, 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.
APPENDIX I
Condition and Certain Further Terms of the Offer
A. Condition of the Offer
The Offer will be subject to the admission of the New Prudential Shares (i) to
listing on the Official List of the UK Listing Authority becoming effective in
accordance with the Listing Rules of the UK Listing Authority and (ii) to
trading on the London Stock Exchange's market for listed securities becoming
effective in accordance with the Admission and Disclosure Standards made by the
London Stock Exchange from time to time, or (if Prudential so determines and
subject to the consent of the Panel) the UK Listing Authority and the London
Stock Exchange agreeing to admit such shares to listing and trading respectively
subject to allotment of such shares.
B. Certain Further Terms of the Offer
1. Fractions of new Prudential Shares will not be allotted or
issued pursuant to the Offer but will be aggregated and sold in the market and
the net proceeds of sale will be distributed to Egg shareholders entitled
thereto save that amounts of less than £3 will not be so distributed but will be
retained for the benefit of Prudential.
2. The Offer will not be made, directly or indirectly, in or
into, or by use of the mails or by any means or instrumentality (including,
without limitation, by means of telephone, facsimile, telex, internet or other
forms of electronic communication) of interstate or foreign commerce of, or by
any facilities of a national securities exchange of, the United States of
America, nor will it be made in or into Canada, Australia or Japan and the Offer
will not be capable of acceptance by any such use, means, instrumentality or
facility or from within the United States of America, Canada, Australia or
Japan. Accordingly, copies of this Announcement and any offer documents are not
being, and must not be, mailed or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from, the United States of America, Canada,
Australia or Japan.
3. The New Prudential Shares to be issued in connection with
the Offer have not been, nor will they be, registered under the US Securities
Act of 1933, as amended, or under the securities laws of any state of the United
States of America and may not be offered or sold in the United States of
America, absent registration or an applicable exemption from registration. No
public offering of the securities will be made in the United States of America.
The relevant clearances have not been, and will not be, obtained from the
securities commission of any province or territory of Canada; no prospectus has
been, or will be, lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance and the Prudential
Shares have not been, and nor will they be, registered under or offered in
compliance with applicable securities laws of any state, province, territory or
jurisdiction of Canada, Australia or Japan. Accordingly, Prudential Shares may
not (unless an exemption under relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into Canada,
Australia or Japan or any other jurisdiction outside the United Kingdom if to do
so would constitute a violation of the relevant laws of, or require registration
thereof in, such jurisdiction or to, or for the account or benefit of, a person
located in Canada, Australia or Japan.
4. The New Prudential Shares will be issued free from all
liens, equities, charges, encumbrances and other interests. The New Prudential
Shares will be issued credited as fully paid and will rank equally in all
respects with existing Prudential Shares.
5. The Egg Shares will be acquired by Prudential fully paid and
free from all liens, equities, charges, encumbrances and other interests and
together with all rights now or hereafter attaching thereto, including the right
to receive and retain all dividends and other distributions (if any) declared,
made or paid on or after the date of this Announcement.
6. Each Egg shareholder who accepts the Offer will be required
in the form of acceptance to give certain undertakings, representations and
warranties, including with respect to matters relating to compliance with
applicable laws of any relevant jurisdictions outside the United Kingdom.
APPENDIX II
Sources and Bases of Information
Sources and Bases
In this Announcement:
1. Unless otherwise stated:
(i) information relating to Egg has been extracted
without material adjustment from the audited financial statements of Egg for the
relevant financial year or from Egg's unaudited interim results and trading
statements; and
(ii) information relating to Prudential has been extracted
without material adjustment from the audited financial statements of Prudential
for the relevant financial year or from Prudential's unaudited interim results
and trading statements; and
2. Unless otherwise stated, all prices quoted for Shares are
closing mid-market prices and are derived from the Daily Official List of the
London Stock Exchange.
3. The value of the whole of the issued share capital of Egg of
approximately £973 million is based upon 824,451,575 shares being the number of
existing issued shares of Egg as at the date of this Announcement and an offer
value of 118 pence per Share.
4. The number of New Prudential Shares to be issued pursuant to
the Offer, being 41,093,019 (assuming full acceptance of the Offer and full
exercise of in the money Egg options) is based on 824,451,575 Egg Shares in
issue and 5,201,271 in the money Egg options outstanding on 17 November 2005.
5. All share prices expressed in pence and all percentages have
been rounded to one decimal place.
6. In the money options are those Egg options with an exercise
price below the offer value of 118 pence per Share.
7. References to Egg Shares owned by the Prudential Group do
not include Egg Shares held as investment assets in Prudential's UK life funds
or other investment funds managed by M&G.
8. All references to customer numbers of Prudential UK or the
Prudential Group include individuals with Prudential branded general insurance
policies to whom Prudential is entitled to market products.
9. The marketable customers of Prudential UK, Egg and M&G are
approximately 2.5 million, 2 million and 0.25 million respectively.
APPENDIX III
Definitions
The following definitions apply throughout this Announcement unless the context
otherwise requires:
'Acquisition' means the proposed acquisition by Prudential pursuant to the Offer
of the whole of the issued and to be issued share capital of Egg
that Prudential does not already own;
'Admission' means the admission of the New Prudential Shares to the Official
List in accordance with the Listing Rules and to trading on the
London Stock Exchange's market for listed securities in accordance
with the Admission and Disclosure Standards;
'Admission and Disclosure Standards means the requirements contained in the publication 'Admission and
' Disclosure Standards' dated July, 2005 (as amended from time to
time) containing, amongst other things, the admission requirements
to be observed by companies seeking admission to trading on the
London Stock Exchange's market for listed securities;
'Announcement' means this announcement;
'Australia' means the Commonwealth of Australia, its territories and possessions
and all areas subject to its jurisdiction and any political
sub-division thereof;
'Business Day' means any day (other than a Saturday or Sunday) on which banks
generally are open for business in London (other than solely for
settlement and trading in euro);
'Canada' means Canada, its territories and possessions and all areas subject
to its jurisdiction and any political sub-division thereof;
'City Code' means the City Code on Takeovers and Mergers of the United Kingdom;
'Companies Act' means the Companies Act 1985;
'Condition' means the condition to the Offer set out in Appendix 1 (A);
'Disclosure Rules' means the disclosure rules and regulations made by the UK Listing
Authority;
'Egg' or the 'Company' means Egg PLC;
'Egg Board', 'Board of Egg' or 'Egg means the board of directors of Egg
Board of Directors'
'Egg Group' means Egg and its subsidiary undertakings;
'Egg Share Option Schemes' means the Egg Employee Share Option Plan and the Egg Savings-Related
Option Scheme;
'First Closing Date' means the date 21 days following the posting of the Offer Document;
'Further Terms' means the further terms of the Offer set out in Appendix I(B);
'Independent Committee' means a committee of the Board of Directors of Egg which is
comprised of Ronnie Baird, Pascal Cagni, Leslie Priestley, Juan
Rada, Paul Gratton and Mark Nancarrow;
'Information Memorandum' means the document equivalent to a prospectus to be sent to Egg
shareholders in connection with the proposed issue of New Prudential
Shares and application for admission to the Official List and to
trading on the London Stock Exchange's market for listed securities
pursuant to the Offer;
'Japan' means Japan, its cities, prefectures, territories and possessions;
'JP Morgan Cazenove' means JP Morgan Cazenove Limited,
'Lexicon Partners' means Lexicon Partners Limited;
'Listing Rules' means the listing rules and regulations made by the UK Listing
Authority;
'London Stock Exchange' means London Stock Exchange plc;
'Minority' the issued and to be issued share capital of Egg other than that
already owned by the Prudential Group;
'M&G' means Prudential's UK and European fund management business;
'New Prudential Shares' means Prudential Shares proposed to be issued fully paid to Egg
shareholders pursuant to the Offer;
'Offer' means the offer recommended by the Directors of Egg to be made by
Lexicon Partners on behalf of Prudential to acquire the whole of the
issued and to be issued share capital of Egg held by the Egg
shareholders as set out in the Offer Document, the Information
Memorandum and, where the context admits, any subsequent revisions,
variations, extensions or renewals thereof;
'Offer Document' means the document to be sent to Egg shareholders containing the
Offer;
'Official List' means the list maintained by the UK Listing Authority;
'Panel' means the United Kingdom Panel on Takeovers and Mergers;
'Prudential' means Prudential PLC;
'Prudential Shares' means the ordinary shares of 5 pence each in the capital of
Prudential;
'Prudential UK' Prudential's UK life and pensions business and related operations;
'Prudential Board', 'Board of means the board of directors of Prudential;
Prudential' or 'Prudential Board of
Directors'
'Prudential Directors' means the directors of Prudential, and 'Prudential Director' means
any one of them;
'Prudential Group' means Prudential and its subsidiary undertakings excluding Egg and
the Egg Group;
'Shareholders' means the holders of Shares;
'Shares' or 'Egg Shares' means the ordinary shares of 50 pence each in the capital of Egg;
'UBS Investment Bank' or 'UBS' means UBS Limited;
'UK' or 'United Kingdom' means the United Kingdom of Great Britain and Northern Ireland;
'UK Listing Authority' means the United Kingdom Financial Services Authority in its
capacity as the competent authority for listing under Part VI of the
UK Financial Services and Markets Act 2000; and
'US' or 'United States' or 'United means the United States of America, its territories and possessions,
States of America' any State of the United States and the District of Columbia.
All references to legislation in this announcement are to the legislation of England and Wales unless
the contrary is indicated. Any reference to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words importing the masculine
gender shall include the feminine or neutral gender.
For the purpose of this announcement, 'subsidiary', 'subsidiary undertaking', 'undertaking' and '
associated undertaking' have the meanings given by the Companies Act (but for this purpose ignoring
paragraph 20(1)(b) of Schedule 4(A) of the Companies Act).
References to '£', 'sterling', 'p' and 'pence' are to the lawful currency of the United Kingdom.