You are here:   news » News Detail

RNS - Standard Life plc - Offer for Focus Solutions Group

release date: 07/12/2010

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Announcement for Immediate Release

7 December 2010

RECOMMENDED CASH OFFER

by

STANDARD LIFE PLC

for

FOCUS SOLUTIONS GROUP PLC

Summary

The boards of Standard Life and Focus are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Standard Life for the entire issued and to be issued share capital of Focus.

The Offer will be made at a price of 140 pence in cash for each Focus Share, valuing the entire existing issued share capital of Focus at approximately £42 million.  A Loan Note Alternative will be made available.

The Offer represents a premium of 33.3 per cent. to the Closing Price of 105 pence per Focus Share on 8 November 2010 (the last business day prior to the announcement by Focus that it was in discussions which may or may not lead to an offer being made for Focus).

The boards of Standard Life and Focus believe the acquisition of Focus by Standard Life will provide Focus’ customers and staff with the benefits of a strong and well-resourced owner whilst retaining the innovation and flexibility that Focus’ customers have historically enjoyed.   The Standard Life Directors support the development of Focus’ existing strategic roadmap and continued investment in Focus’ highly rated technology platform.

Highlights

  • Standard Life is a leading provider of long term savings and investments to around 6 million customers worldwide.  Headquartered in Edinburgh, Standard Life has employees across the UK, Canada, Ireland, Germany, Austria, India, USA, Hong Kong and mainland China.  At the end of September 2010 the Group had total assets under administration of £192 billion.
  • Focus is an award winning provider of software and consultancy solutions to the financial services industry, enabling its clients to automate the delivery of financial products and services to their customers across multiple distribution channels in a rapid and efficient manner.
  • These capabilities are delivered to organisations at the forefront of the financial services industry including intermediaries, bancassurers, wealth managers, product providers and mortgage lenders and across a range of products such as investments, pensions, protection, mortgages and general insurance.
  • Earlier this year, Standard Life announced that it would broadly double its growth investment in 2010. This investment will enable Standard Life to capitalise on the significant opportunities arising from regulatory and demographic trends in its core markets.  This growth investment is being made into the Standard Life Group’s key areas of strategic focus, namely corporate and retail markets, global investment management business and its Asian joint venture operations.
  • Continued investment in innovative technology is central to the delivery of Standard Life’s accelerated growth strategy.  This will enable the development of new and existing propositions, enhance the customer experience and drive greater efficiencies. 
  • Standard Life’s continued focus is the delivery of a market leading set of solutions and services for intermediaries and other distribution channels. The Standard Life Directors believe the acquisition of Focus will enhance and accelerate the Standard Life Group’s delivery of these solutions and services, supporting a high quality customer experience, compliant business processes and efficient straight through processing. The combination of Focus' technology solution with Standard Life's Wrap platform and the threesixty market proposition will help to deliver an end-to-end solution incorporating point of sale, customer relationship management, tax wrapper and investment trading. These solutions will be highly relevant to Standard Life's core intermediary (IFA) market as well as helping to grow its Retail Bank and direct to customer offerings.
  • By integrating Focus’ solutions with its existing platform Standard Life will seek to provide a full service Wrap and increase third party assets managed on the Standard Life platform; it is expected that Standard Life’s capability, already enhanced through the purchases of threesixty and Vebnet, will allow the acceleration of access to its target markets.
  • The Focus Directors believe that the acquisition will allow the business to accelerate growth and that existing customers will be able to benefit from greater investment in Focus’ solutions, in line with their increasing demands for collaborative multi-channel software. Furthermore, the Focus Directors believe that the acquisition will enable Focus to grow faster than it would be able to do as an independent company and that being part of the Standard Life Group will provide an opportunity to extend its customer reach and enhance its market position.
  • The Offer will be made at a price of 140 pence in cash for each Focus Share and represents a premium of 33.3 per cent. to the Closing Price of 105 pence per Focus Share on 8 November 2010 (the last business day prior to the announcement by Focus that it was in discussions which may or may not lead to an offer being made for Focus) and a premium of approximately 9.8% per cent. to the Closing Price of 127.5 pence per Focus Share on 6 December 2010, the last business day prior to the date of this announcement.
  • The Offer values the entire existing issued share capital of Focus at approximately £42 million.
  • The Focus Directors, who have been jointly advised by Cavendish Corporate Finance LLP (“Cavendish Corporate Finance”) and Capital Strategy Corporate Finance Limited (“Capital SCF”), consider the terms of the Offer to be fair and reasonable and intend unanimously to recommend that Focus Shareholders accept the Offer as they have irrevocably undertaken to do in respect of their entire beneficial shareholdings.
  • The Focus Directors (together with their associates and related parties) have given Standard Life irrevocable undertakings to accept the Offer in respect of their respective beneficial holdings of Focus Shares, amounting, in aggregate, to 17,232,250 Focus Shares, representing approximately 57.4 per cent. of the existing issued share capital of Focus.  All of these undertakings will continue to be binding even in the event of a higher competing offer for Focus, and will only lapse if the Offer lapses or is withdrawn.
  • The Offer Document will be posted to Focus Shareholders and, for information only, to Focus Option Holders as soon as practicable and in any event (save with the consent of the Panel) within 28 days of the date of this announcement. 

Commenting on the acquisition, David Nish, Group Chief Executive of Standard Life, said:

“The Standard Life Group continues to focus on the delivery of market leading solutions and services for intermediaries and other distribution channels. Consistent with our previous acquisitions of Vebnet and threesixty, the acquisition of Focus therefore provides further capability in providing support, technology and innovation to our core markets and customers.

Combining our award-winning Wrap platform, the threesixty proposition and Focus technology enables us to offer a market-leading customer experience, built on a full set of supporting processes and technologies to distributors, alongside our traditional product and investment offerings.  This strengthens the overall position of the Group as the UK market for our propositions and services develops further over the next two years leading up to RDR and beyond. These solutions will also help to grow our Retail Bank and direct-to-customer distribution.”

Commenting on behalf of the Focus Directors, Richard Stevenson, Chief Executive of Focus, said:

“The acquisition by Standard Life represents a great opportunity for Focus both to accelerate the customer reach of our award winning software and to drive further investment in our highly rated platform, enhancing our position in the industry.  While we will continue to deliver best-in-class solutions to our target market, going forward our customers, employees and our business will have the benefit of the support and reach that being part of the Standard Life Group will bring.”

This summary should be read in conjunction with, and is subject to, the full text of the following announcement.  The Offer will be made subject to the conditions set out in Appendix A to this announcement and on the full terms and conditions to be set out in the Offer Document and (in respect of certificated Focus Shares) in the Form of Acceptance.

Read the full article here.