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Chesnara plc
November 2016
Disclaimer
THIS PRESENTATION HAS BEEN PREPARED AND ISSUED BY AND IS THE SOLE RESPONSIBILITY OF CHESNARA PLC (THE "COMPANY") IN RELATION TO THE PROPOSED ACQUISITION (THE "ACQUISITION") BY CHESNARA HOLDINGS B.V., OF ALL OF THE SHARES IN LEGAL & GENERAL NEDERLAND LEVENSVERZEKERING MAATSCHAPPIJ N.V. (THE "TARGET") AND THE PROPOSED FIRM PLACING AND PLACING AND OPEN OFFER BY THE COMPANY OF NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY (THE "NEW SHARES"), ("THE FIRM PLACING AND PLACING AND OPEN OFFER") AND ITS APPLICATION FOR ADMISSION OF SUCH NEW SHARES FOR ADMMISSION TO THE OFFICIAL LIST OF THE FINANCIAL CONDUCT AUTHORITY AND ADMISSION TO TRADING ON THE LONDON STOCK EXCHANGE PLC'S MAIN MARKET FOR LSITED SECURITIES. THIS DOCUMENT IS STRICTLY CONFIDENTIAL, IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL, ISSUE, PURCHASE OR SUBSCRIBE FOR (OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR) ANY SECURITIES IN THE CAPITAL OF THE COMPANY IN ANY
- JURISDICTION. The contents of this document must be kept confidential and must not be reproduced in any form or further distributed, directly or indirectly, to any person or otherwise disclosed or published, in whole or in part, for any
purpose. This document is an advertisement and no reliance may be placed for any purposes whatsoever on the information contained herein or on its completeness (including, without limitation, on the fairness, accuracy, completeness or verification of the information or opinions contained in this document or any part hereof) and this document should not be considered a recommendation by the Company, Shore Capital Stockbrokers Limited, Shore Capital and Corporate Limited, Panmure Gordon (UK) Limited or Stifel Nicolaus Europe Limited (trading as Keefe Bruyette & Wood) (together the “Banks") or any of their respective directors, officers, employees, advisers or any of their respective affiliates in relation to any purchase of or subscription for securities. No duty of care or otherwise is owed by either of the Banks and/or their respective affiliates in relation to this document. The Banks are acting exclusively for the Company and are not acting for any investors in respect of the Firm Placing and Placing and Open Offer. As such, recipients of this document will not be treated as clients of the Banks and will not receive any of the protections afforded to clients of the Banks. Any investment decision to buy the New Shares must be made solely on the basis of publicly available information and information in the prospectus to be published by the Company in connection with the Firm Placing and Placing and Open Offer and not on the information contained in this document. Such information is not the responsibility of the Company or the Banks. All investments are subject to risk. Past performance is no guide to future performance. Potential investors are advised to seek expert financial advice before making any investment decision. This document contains certain confidential information that has not been publicly disclosed and that may be material price sensitive information (including inside information). By your receipt of this document you recognise and accept that some or all of the information in this document may be “inside information” as defined in section 118C of the Financial Services and Markets Act 2000, the Disclosure and Transparency Rules published by the Financial Conduct Authority and/or section 56 of the Criminal Justice Act 1993 (the “CJA”), that such information is being provided to you by the Company pursuant to DTR 2.5.7G(2)(b) and that you will not: (a) deal in securities that are price-affected securities (as defined in the CJA) in relation to the inside information, encourage another person to deal in price-affected securities or disclose the information except as permitted by the CJA before the inside information is made public; (b) deal or attempt to deal in a qualifying investment or related investment (as defined in the Financial Services and Markets Act 2000) on the basis of the inside information; (c) disclose the inside information to another person other than in the proper course of the exercise of your employment, profession or duties; or (d) engage in behaviour based on any inside information which would amount to market abuse for the purposes of the Financial Services and Markets Act 2000. This document may contain certain forward-looking statements, beliefs and opinions which may differ from actual results, performance and achievements of the Company. These statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, “expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, “may”, “will” and similar
- expressions. Such statements speak only as at the date of this document and reflect current views with respect to future events and are subject to risks, uncertainties and assumptions because they relate to events and depend on
circumstances that will occur in the future. These forward-looking statements are based on current plans, estimates, projections and expectations. These statements are based on certain assumptions that, although believed to be reasonable at this time, may prove to be erroneous. None of the information contained in this document has been independently verified or approved by the Company, the Banks or any of their respective directors, officers, employees, advisers or any of their respective affiliates and, save in the case of fraud, no liability is accepted by the Company, the Banks or any of their respective directors, officers, employees advisers or any of their respective affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this document or its contents or otherwise in connection with this
- document. No statement in this document is intended to be a profit forecast. Neither the Company nor the Banks undertakes to provide any additional information, update or keep current information contained in this document, or to
remedy any omissions in or from this document and any opinions expressed in this document are subject to change without notice. In particular, calculations of the amount of equity being raised are based on the Company’s current share price which can change between the date of this document and the date of the actual placing taking place, which will have an impact on the illustrative European Embedded Value numbers set out in this document for the Company and its subsidiary undertakings following the Acquisition. This document is only addressed to and directed at (A) persons in member states of the European Economic Area (other than the United Kingdom) who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investors”), and (B) in the United Kingdom, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) (namely, authorised firms under the Financial Services and Markets Act 2000; persons who are exempt in relation to promotions of shares in companies; persons whose
- rdinary activities involve them investing in companies; governments; local authorities or international organisations; or a director, officer or employee acting for such entities in relation to investment) and/or (ii) who are high value entities
falling within Article 49(2)(a) to (d) of the Order (namely, bodies corporate with share capital or net assets of not less than £5 million (except where the body corporate has more than 20 members in which case the share capital or net assets should be not less than £500,000)); unincorporated associations or partnerships with net assets of not less than £5 million; trustees of high value trusts; or a director, officer or employee acting for such entities in relation to the investment), and (iii) to whom it may otherwise lawfully be communicated, (all such persons together being referred to as “Relevant Persons”). This document must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document refers will be available only to Relevant Persons, and will be engaged in only with such persons. Distribution of this document in certain jurisdictions may be restricted or prohibited by law. Recipients are required to inform themselves of, and comply with, all such restrictions or prohibitions and neither the Company, the Banks nor any other person accepts liability to any person in relation thereto. The New Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under the applicable securities laws of any State of the United States. The New Shares are being offered and sold outside the United States in offshore transactions in accordance with Regulation S under the Securities Act. No public offering of securities is being made in the United States. Neither this document nor any copy of it may be taken or transmitted into the United States, its territories or possessions or distributed, directly or indirectly, to any persons in the United States, its territories or possessions. Neither this document nor any copy of it may be taken or transmitted into Australia, Canada or Japan or to any other person in any of those jurisdictions except pursuant to applicable exceptions. Any failure to comply with these restrictions may constitute a violation of US, Australian, Canadian or Japanese securities laws. By attending this presentation or otherwise accessing this presentation you warrant, represent, acknowledge and agree to and with the Company and the Banks that (i) you are a Relevant Person and (ii) you have read, agree to and will comply with the contents of this disclaimer including, without limitation, the obligation to keep this presentation and its contents confidential. ANY PERSON WHO IS NOT A RELEVANT PERSON OR DOES NOT AGREE TO THE TERMS OF THIS DISCLAIMER SHOULD IDENTIFY THEMSELVES AND RETURN THE PRESENTATION TO THE COMPANY IMMEDIATELY.
CHESNARA | PROPOSED ACQUISITION OF “LEGAL & GENERAL NEDERLAND” 1