35PG Aviva 6.875%

 

TIDMRSL TIDM35PG 
 
RNS Number : 7247S 
Resolution Limited 
15 September 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE 
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA OR JAPAN, OR ANY OTHER 
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF SUCH JURISDICTION. 
THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE, NOR A SOLICITATION TO 
PURCHASE OR SUBSCRIBE FOR SECURITIES, IN OR INTO THE UNITED STATES, AUSTRALIA OR 
JAPAN. 
THE COMPANY'S ORDINARY SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER 
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR 
SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED UNDER APPLICABLE LAW OR 
EXEMPT FROM REGISTRATION. The Ordinary Shares have not been approved or 
disapproved by the US Securities and Exchange Commission, any state securities 
commission in the United States or any US regulatory authority.  THE COMPANY 
WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED, 
AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THE ACT. 
15 September 2010 
For immediate release 
Resolution Limited ("Resolution" or the "Company") 
 
   Amendment to the terms of Step-up Tier one Insurance Capital Securities of 
                          Friends Provident Group plc 
The Company and its subsidiary undertaking, Friends Provident Group plc ("FPG") 
yesterday agreed to amend the terms of certain of the publicly-issued regulatory 
debt instruments issued by FPG, namely its GBP209,895,000 6.875 per cent 
guaranteed Step-up Tier one Insurance Capital Securities and its GBP267,837,000 
6.292 per cent guaranteed Step-up Tier one Insurance Capital Securities (the 
"STICS"). 
The amendment to the STICS was required as, following the Company's acquisition 
of FPG and FPG's de-listing of its ordinary shares, the alternative coupon 
satisfaction mechanism ("ACSM") feature of the STICS no longer operated as 
intended. 
The ACSM would only apply where coupon payments under the STICS were deferred, 
which would only happen in exceptional circumstances.  Until FPG was de-listed, 
the ACSM would have operated so that deferred coupons were satisfied by the 
issue of FPG's shares to a calculation agent, who would sell the shares in the 
market and apply the proceeds of sale for the benefit of the STICS holders. 
Following a review of the options to allow reinstatement of the ACSM in a manner 
which meets the original intention for the instruments, the terms and conditions 
of the ACSM in the STICS have been amended to provide that deferred coupons (if 
any) are satisfied by the issue of the Company's listed ordinary shares rather 
than FPG's shares to the calculation agent.  As with the FPG shares prior to the 
amendment of the STICS, the calculation agent will sell the Company's shares in 
the market, with the proceeds of such sale applied for the benefit of the STICS 
holders. 
The Company will benefit from the amendment to the STICS because FPG will not be 
required to issue shares under the ACSM, which would otherwise result in the 
Company's indirect ownership of FPG being subject to a minority interest. 
Consistent with the existing group holding structure, any issue of its Ordinary 
Shares by the Company for the benefit of FPG under the amended ACSM in each of 
the STICS will be treated as deployed equity capital contributed to Resolution 
Holdco No. 1 LP (the "Limited Partnership"), the entity through which Resolution 
holds all its acquired life assurance companies.  The Company will receive 
further partnership interests in the Limited Partnership in return for its 
capital contribution. 
The Company, as general partner of the Limited Partnership, and the limited 
partners, RCAP Guernsey LP and RCAP Investments S.a.r.l., have agreed to amend 
the terms of the Limited Partnership Agreement to expressly provide for further 
partnership interests to be issued to the Company in this circumstance, and to 
include a mechanism to value such partnership interests. The UK Listing 
Authority considers that any such issue of further partnership interests to the 
Company would constitute a class 2 transaction under Chapter 10 of the Listing 
Rules, and this press release accordingly constitutes the announcement of the 
terms of such class 2 transaction. 
All Enquiries: 
Investors/analysts 
Neil Wesley, Director of Investor Strategy 
 Tel: +44 (0)20 3372 2928 
Media 
Alex Child-Villiers, Temple Bar Advisory 
 Tel: +44 (0)7795 425580 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 STRLAMRTMBTBMJM 
 

Aviva 6.875% (LSE:35PG)
Historical Stock Chart
From May 2024 to Jun 2024

Aviva 6.875% (LSE:35PG)
Historical Stock Chart
From Jun 2023 to Jun 2024