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REFUGE GROUP: PROPOSED MERGER WITH UNITED FRIENDLY GROUP BECOMES EFFECTIVE

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At the two extraordinary general meetings of Refuge held earlier today, resolutions to approve the creation and issue of the New Security, to approve the Merger and to change Refuge's name to United Assurance Group plc were duly passed.

  • As at 3.00pm on 16 October, 1996, Refuge had received valid acceptances in respect of a total of 1,338,107 United Friendly Ordinary Shares and 71,487,679 United Friendly B (Restricted Voting) Shares, representing approximately 95.18 per cent. of the issued Ordinary Share capital and 87.93 per cent. of the issued B (Restricted Voting) Share capital of United Friendly respectively.
  • Accordingly, the Merger Offers for United Friendly have today been declared unconditional in all respects, subject only to admission of the New United Assurance Shares to the Official List, which is expected to become effective at 8:30am tomorrow, 17 October, 1996.
  • The record date for the New Security has been fixed as tomorrow, Thursday, 17 October, 1996. Existing Refuge Shares will be quoted ex the New Security with effect from Monday, 21 October, 1996. Prior to this date, trading in existing Refuge Shares will be cum the New Security; trading in the New United Assurance Shares issued to accepting United Friendly Shareholders will be ex the New Security.
  • With effect from the Merger Offers becoming unconditional in all respects, John Cudworth (currently chief executive of Refuge) will become chairman of United Assurance, Arthur Ewan (currently chairman of United Friendly) will become deputy chairman, Richard Balding (currently chief executive of United Friendly) will become vice chairman, and, together with Tony Orton and Chris Smart, will each become nonexecutive directors of United Assurance. George Mack (currently group finance director and deputy chief executive of United Friendly) will become chief executive. John McLachlan will become group investment director of United Assurance. Tom Booth will be stepping down as chairman and, together with Alan Kennedy and Edward Davies, will be retiring as a non-executive director of Refuge.

Prior to 8 August, 1996 Refuge Assurance plc held 1,30O,000 United Friendly B (Restricted Voting) Shares within its long term business funds and R.A. Securities Limited held 50,000 United Friendly B (Restricted Voting) Shares as custodian trustee of the Refuge Assurance Superannuation Fund, representing approximately 1.6 per cent. and 0.1 per cent., respectively, of the issued B (Restricted Voting) share capital of United Friendly.

Save as disclosed, neither Refuge, nor any person acting in concert with Refuge, held any United Friendly Shares (or rights over such shares) prior to the commencement of the offer period on 8 August, 1996. Since that date, neither Refuge, nor any person acting in concert with Refuge, has acquired, or agreed to acquire, any United Friendly Shares (or rights over such shares) other than the acceptances referred to above.

The Merger Offers for United Friendly will remain open for acceptance until further notice. Definitive share certificates in United Assurance Group plc will be despatched to shareholders in United Friendly from whom valid acceptances of the Merger Offers have been received in accordance with the terms set out in the Merger Document dated 30 September, 1996.

Documents of title in respect of the New Security will be despatched to Refuge shareholders on the register at the record date within 21 days of the Merger Offers becoming unconditional in all respects. Existing share certificates in Refuge remain valid in respect of the shares they represent in United Assurance Group plc.

Commenting today, John Cudworth and George Mack, respectively chairman and chief executive designate of United Assurance, said: "We are delighted with the successful outcome of today's events. We look forward to implementing the merger and to realising the benefits for our shareholders and policyholders."

Notes to editors:

Phoenix Securities Limited, which is regulated by The Securities and Futures Authority Limited, is acting for Refuge and no one else in connection with the Merger Offers and will not be responsible to anyone other than Refuge for providing the protections afforded to customers of Phoenix Securities Limited nor for providing advice in relation to the Merger Offers.

Baring Brothers International Limited, which is regulated by The Securities and Futures Authority Limited, is acting for United Friendly and no one else in connection with the Merger Offers and will not be responsible to anyone other than United Friendly for providing the protections afforded to customers of Baring Brothers international Limited nor for providing advice in relation to the Merger Offers.

SOURCE Refuge Group



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