This video has been prepared by Friends Life Group Limited for information purposes only and is the sole responsibility of Friends Life Group Limited.
This video does not constitute or form part of an offer, invitation or solicitation to sell, purchase, otherwise acquire, subscribe for, or otherwise dispose of, any securities of Friends Life Group Limited or any other entity or person, or the solicitation of any vote or approval in any jurisdiction and no information discussed or referred to in this video is intended to form the basis of any contract of sale, investment decision or decision to purchase any securities in any entity or person. No shares are being offered to the public by means of this video. By viewing this video you agree to the conditions set out below.
Viewers of this video in jurisdictions outside the United Kingdom should inform themselves about and observe any applicable legal requirements in their jurisdictions. In particular, the release, presentation or distribution of this video may in certain jurisdictions other than the United Kingdom be restricted by law. Failure to comply with any such restrictions and requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Accordingly, viewers represent that they are able to view this video without contravention of any applicable legal or regulatory restrictions in the jurisdiction in which they reside or conduct business. This video is not an offer of securities for sale in the United States nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. The Aviva shares to be distributed in the proposed acquisition by Aviva plc (the “Aviva Shares”) have not been and will not be registered under the US Securities Act of 1933 (the “US Securities Act”). Accordingly, the Aviva Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The Aviva Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.
Further, nothing in this video should be construed as constituting legal, business, tax, financial or other advice. The merits or suitability of any securities of Friends Life Group Limited must be determined independently by any viewer of this video on the basis of its own investigation and evaluation of Friends Life Group Limited. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities. Viewers are recommended to conduct their own independent analysis of Friends Life Group Limited and seek their own financial and other advice in order to make an independent determination of the suitability, merits and consequences of the content of this video (including, without limitation, the proposed transaction with Aviva plc). Viewers should rely solely on their own judgment, review and analysis in evaluating Friends Life Group Limited, its business and its affairs. Past performance is not indicative of future performance.
None of Friends Life Group Limited, its respective shareholders, holding companies, subsidiaries, affiliates, associated undertakings or controlling persons, nor any of their respective directors, officers, partners, employees, agents, representatives and/or its advisers makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this video nor as to the reasonableness of any assumption contained therein, and any liability therefore (including in respect of direct, indirect or consequential loss or damage) is expressly disclaimed. Nothing contained herein is, or shall be relied upon as, a promise or presentation, whether as to the past or the future, and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of the information contained herein. Friends Life Group Limited has not independently verified, approved or ensured the material in this video in any way.
This video may contain “forward-looking statements”. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events, and depend upon circumstances, that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. Friends Life Group Limited’s actual performance (including the results of operations, internal rate of return, financial condition, liquidity and distributions to shareholders) may differ materially from the impression created by, or those projected or implied in, any forward-looking statements contained in this video. Such factors include, but are not limited to, future market, general business and economic conditions, including fluctuations in interest rates and exchange rates and the potential for a sustained low-interest rate environment, the performance of financial markets generally, industry trends, and competition; changes in government; changes in political and economic stability; the policies and actions of legal or regulatory authorities, including, for example, new government initiatives related to the financial crisis and the effect of the European Union’s ‘Solvency II’ requirements on Friends Life Group Limited’s capital maintenance requirements; the impact of competition, economic growth, 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; the impact of changes in capital, solvency standards accounting standards or relevant regulatory frameworks, and tax and other legislation and regulations in the jurisdictions in which Friends Life Group Limited and its affiliates operate; the possibility that the proposed transaction with Aviva plc will not proceed (on a timely basis or at all); disruptions in business operations due to reorganisation activities (whether or not Friends Life Group Limited is acquired by Aviva plc); the inability of Friends Life Group Limited and Aviva plc to integrate successfully post-completion or to realise successfully any anticipated synergy benefits upon implementation of the proposed transaction; Friends Life Group Limited incurring and/or experiencing unanticipated costs and/or delays or difficulties in relation to the proposed transaction or when the proposed transaction is implemented; and the impact of any anticipated or unanticipated legal actions and disputes. In addition to the above, amongst other things, this video may contain forward-looking statements regarding the proposed transaction with Aviva plc, including statements about the benefits of the proposed transaction, expected future earnings, revenues and cost savings and other such items based on plans, estimates and projections. Such statements relate to future actions and circumstances which, by their very nature involve risks, uncertainties and contingencies. As a result, any cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to such uncertainties and risks, viewers are cautioned not to place undue reliance on any forward-looking statements in this video.
Any forward-looking statements in this video are current only as of the date of this video, and Friends Life Group Limited undertakes no obligation to update any such forward-looking or other statements in this video whether as a result of new information, future events or otherwise, except as required by applicable law or regulation. Nothing in this announcement should be construed as a profit forecast or estimate for any period and no statement in this video should be interpreted to mean that earnings or earnings per share for Friends Life Group Limited for the current or future financial years or following completion of the proposed transaction with Aviva plc, would necessarily match or exceed the historical published earnings or earnings per share for Friends Life Group Limited.
For the purposes of Rule 28 of the City Code on Takeovers and Mergers, any “quantified financial benefits statement” or any statement on synergies contained in this video and/or made in relation thereto is the responsibility of Aviva plc and its directors. Neither Friends Life nor its directors will be responsible for any “quantified financial benefits statement”, any statement on synergies or any information contained in this video relating to Aviva plc or the enlarged Aviva plc group following completion of the proposed transaction.
Any decision in relation to the proposed acquisition of Friends Life Group Limited by Aviva plc should only be made by reference to the information set out in the scheme document published by Friend Life Group Limited and the prospectus and shareholder circular published by Aviva, which is available at http://www.friendslifegroup.com/investor-relations/possible-offer/yr-2014.aspx#2014.
For the purposes of this notice, “video” shall mean and include the visual footage, still images and audio product contained in the recording that follows.