FRIENDS PROVIDENT GROUP PLC: Rule 8.1 - Friends Provident Group

plc 


                                   FORM 8.1                                    
          DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES          
                  FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS                  
                (Rules 8.1(a) and (b)(i) of the Takeover Code)                 

1. KEY INFORMATION

Name of person dealing (Note 1) Trevor Matthews                                                                     
                                and
                                Evelyn Bourke                                  


                                                                           
Company dealt in                Friends Provident Group plc                     
                                                                           
Class of relevant security to   Ordinary Shares                                
which the dealings being                                                       
disclosed relate (Note 2)                                                       
                                                                           
Date of dealing                 30 October 2009                                 
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE 
(a) Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3) 


                                           Long                    Short       
                                                                               
                                Number (%)                  Number (%)         


                                                                           
(1) Relevant securities         Trevor Matthews: 2,664,934  N/A                 


                                (0.1%)                                         
                                                                               
                                and                                            
                                                                               
                                Evelyn Bourke: 315,224                         
                                (0.01%)                                        


                                                                           
(2) Derivatives (other than     N/A                         N/A                
options)                                                                        
                                                                           
(3) Options and agreements to   N/A                         N/A                
purchase/sell                                                                   
                                                                           
Total                           Trevor Matthews: 2,664,934  N/A                 


                                (0.1%)                                         
                                                                               
                                and                                            
                                                                               
                                Evelyn Bourke: 315,224                         
                                (0.01%)                                        

(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)

Class of relevant security:              Long                   Short          
                                                                               
                                Number (%)             Number (%)              


                                                                           
(1) Relevant securities         N/A                    N/A                      
                                                                           
(2) Derivatives (other than     N/A                    N/A                     
options)                                                                        
                                                                           
(3) Options and agreements to   N/A                    N/A                     
purchase/sell                                                                   
                                                                           
Total                           N/A                    N/A                      
(c) Rights to subscribe (Note 3) 
Class of relevant security:     Details                                         
                                                                           
N/A                             N/A                                             
3. DEALINGS (Note 4) 
(a) Purchases and sales 
Purchase/sale              Number of securities      Price per unit (Note 5)    
                                                                           
N/A                        N/A                       N/A                        
(b) Derivatives transactions (other than options) 
Product name,  Long/short (Note  Number of securities     Price per unit (Note  
           6)                (Note 7)                 5)                   
e.g. CFD                                                                        
                                                                           
N/A            N/A               N/A                      N/A                   
(c) Options transactions in respect of existing securities 
(i) Writing, selling, purchasing or varying 
Product name, Writing,    Number of     Exercise Type, e.g. Expiry  Option      
          selling,    securities to          American,          money      
e.g. call     purchasing, which the     price    European   date               
option        varying     option                 etc.               paid/       


              etc.        relates (Note                             received   
                          7)                                        per unit   
                                                                    (Note 5)   


                                                                           
N/A           N/A         N/A           N/A      N/A        N/A     N/A         
(ii) Exercising 
Product name, e.g. call option Number of securities Exercise price per unit     
                                                (Note 5)                    
                                                                           
Trevor Matthews:                
                                                                    
Nil cost deferred share award    498,961              Nil  
                                                                             
Nil cost Turnaround Plan award   1,145,604            Nil                         
                                                                           
Inland Revenue Approved                                
Sharesave Scheme                4,021          75.82 pence                                                               
                                                                              
Evelyn Bourke:                                                                  
                                                                           
Nil cost deferred share award       315,224              Nil                                            
(d) Other dealings (including new securities) (Note 4) 
Nature of transaction      Details                   Price per unit (if        
(Note 8)                                             applicable) (Note 5)       
                                                                           
N/A                        N/A                       N/A                        
4. OTHER INFORMATION 
Agreements, arrangements or understandings relating to options or derivatives 
Full details of any agreement, arrangement or understanding between the person 
disclosing and any other person relating to the voting rights of any relevant  
securities under any option referred to on this form or relating to the voting 
rights or future acquisition or disposal of any relevant securities to which   
any derivative referred to on this form is referenced. If none, this should be 
stated.                                                                         
                                                                           
Friends Provident Group plc (the "Company") announced on 30 October 2009 that  
options and awards under certain Friends Provident plc share schemes and the   
Company's share schemes became exercisable on 30 October 2009 upon Court       
sanction of the Scheme of Arrangement for the acquisition of the Company by    
Resolution Limited.                                                             
                                                                           
On 30 October 2009, the Company received notifications from PDMRs that they    
have each acquired shares as follows:                                           
                                                                           
The balance of a nil cost deferred share award without performance conditions, 
which was granted to Trevor Matthews on 17 March 2009 under the terms of the   
Friends Provident plc Deferred Share Award Plan 2008 as compensation for the   
loss of long-term incentive arrangements with his previous employer,           
automatically vested and was exercised in accordance with the rules of the     
plan. As a result, 498,961 shares of 5 pence each in the Company have been     
transferred to Trevor Matthews.                                                 
                                                                           
A nil cost deferred share award without performance conditions, granted to     
Evelyn Bourke on 1 September 2009 under the terms of the Friends Provident     
Group Deferred Share Award Plan 2009 as compensation for the loss of long-term 
incentive arrangements with her previous employer, also automatically vested   
and was exercised in accordance with the rules of the plan. As a result,       
315,224 ordinary shares of 5 pence each in the Company have been transferred to
Evelyn Bourke.                                                                  
                                                                           
A nil cost share award of up to 4,582,416 ordinary shares of 5 pence each in   
the Company, which was granted to Trevor Matthews on 17 March 2009 under the   
terms of the Friends Provident plc Turnaround Plan, vested in part and was     
exercised in accordance with the rules of the plan. As a result, 1,145,604     
shares of 5 pence each in the Company have been transferred to Trevor Matthews. 
                                                                           
In addition, on 30 October 2009, the Company received notification from Trevor 
Matthews that he had acquired 4,021 ordinary shares in the Company at a cost of
75.82 pence per share following exercise of options under the Friends Provident
Inland Revenue Approved Sharesave Scheme.                                       
                                                                           
Following these transactions, Evelyn Bourke has a total beneficial interest in 
315,224 ordinary shares in the Company and Trevor Matthews has a total         
beneficial interest in 2,664,934 ordinary shares in the Company.                
Is a Supplemental Form 8 attached? (Note 9) NO 
Date of disclosure                           02 November 2009                   
                                                                           
Contact name                                 Gordon Ellis (Group Secretary)     
                                                                           
Telephone number                             0845 268 3441                      
                                                                           
Name of offeree/offeror with which           Friends Provident Group plc       
associated                                                                      
                                                                           
Specify category and nature of associate     Directors of the Offeree Company  
status (Note 10)                                                                
Notes 
The Notes on Form 8.1 can be viewed on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk 
END
-0- Nov/02/2009 12:49 GMT
 
 
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