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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