Friends Life Group

Friends Life Group was a British life insurance, pensions and long-term savings group that operated during a period of consolidation in the United Kingdom's mature insurance market. The business originated in 2008 as Resolution Limited, an investment vehicle established by entrepreneur Clive Cowdery. Its stated purpose was to acquire and combine several established UK life insurance operations, improve their efficiency, and eventually create a larger listed insurer. Rather than being founded as a conventional insurance company with a single long-established operating brand, Resolution was designed as a consolidation platform. The platform's first major transaction was the acquisition of Friends Provident in November 2009 for approximately £1.86 billion. The transaction gave Resolution a substantial life and pensions business and resulted in Resolution replacing Friends Provident in the FTSE 100 Index after the acquisition. In 2010, the group expanded through the purchase of Axa Sun Life Holdings from Axa and the acquisition of Bupa Health Assurance. These transactions added further life assurance, savings and health-related insurance capabilities to the group. In 2011, Resolution combined the UK operations of Friends Provident with the life assurance businesses acquired from Axa and Bupa under the Friends Life name. The resulting group offered products and services associated with life insurance, pensions, investments and employee benefits. Friends Life operated across a number of international locations, including the United Kingdom, Germany, Luxembourg, Dubai, Singapore, Hong Kong and the Isle of Man, although its core strategic importance was its UK life and pensions platform. The corporate identity changed again in May 2014, when Resolution Limited adopted the name Friends Life Group. The rebranding reflected the integration of the principal operating businesses under the Friends Life identity and gave the listed parent a name aligned with its main customer-facing operations. The group was also active in sponsorship, including title sponsorship of the England and Wales Cricket Board's domestic Twenty20 competition from 2010 to 2013, initially under the Friends Provident t20 name and subsequently as Friends Life t20. Friends Life remained a sizeable listed life and pensions company, ranked among the leading UK businesses in its sector by market capitalisation. Its business model depended on managing long-duration insurance and retirement liabilities, generating investment returns, serving policyholders and achieving efficiencies across acquired legacy operations. As with other consolidation vehicles, the group combined customer-facing insurance activities with a corporate structure intended to manage multiple legacy books of business. In December 2014, Aviva agreed to acquire Friends Life in an all-share transaction valued at approximately £5.6 billion at announcement. The transaction was completed on 13 April 2015. Andy Briggs, then group chief executive of Friends Life, was designated to become chief executive of Aviva UK Life, while Mark Wilson continued as chief executive of the enlarged Aviva group. Following completion, Friends Life ceased to exist as an independent listed group and its businesses were incorporated into Aviva. The Friends Life Group therefore represents a completed phase of UK insurance-sector consolidation rather than an active standalone brand.

Friends Life Group began in 2008 as Resolution Limited, a Guernsey-incorporated investment vehicle founded by Clive Cowdery. Cowdery had previously founded Resolution plc, an investor associated with the consolidation of so-called zombie funds and closed life insurance businesses. After that earlier company was sold to Pearl Group, the new Resolution entity was formed with an independent mandate and an intention to retain the Resolution name through an agreement concerning naming rights. The new company was structured around a consolidation strategy rather than the organic creation of a single insurance franchise. Its objective was to acquire at least three UK life insurance operators by 2012, combine their operations and eventually create a larger listed insurance group. Resolution obtained a London Stock Exchange listing in December 2008. The first major step in the strategy came in November 2009, when it acquired Friends Provident for approximately £1.86 billion. After the transaction, Resolution took Friends Provident's place in the FTSE 100 Index. The acquisition programme continued in 2010. Resolution purchased Axa Sun Life Holdings from Axa SA and also acquired Bupa Health Assurance. These transactions broadened the platform beyond Friends Provident and brought together insurance businesses with different histories, product books and distribution arrangements. In 2011, the UK operations of Friends Provident were merged with the UK life assurance operations acquired from Axa and Bupa. The combined activities were presented under the Friends Life name. Friends Life's business covered life assurance, pensions and associated long-term savings activities. The group also maintained international operations in Germany, Luxembourg, Dubai, Singapore, Hong Kong and the Isle of Man, in addition to its major UK base. Its operating model required the administration of legacy policy books, the management of insurance and pension liabilities, and the investment of assets supporting those obligations. The company was described as one of the larger UK life and pensions businesses by market capitalisation. The group developed public visibility through sports sponsorship. From 2010 to 2013, it sponsored the England and Wales Cricket Board's domestic Twenty20 competition. The competition was initially known as the Friends Provident t20 and later as Friends Life t20, linking the event's name to the group's predecessor and successor brand identities. In May 2014, Resolution Limited changed its name to Friends Life Group. This formalized the transition from a deal-focused consolidation vehicle to a corporate group identified with the Friends Life operating brand. The change occurred shortly before the company entered takeover discussions with Aviva. In December 2014, Aviva agreed to acquire Friends Life through an all-share transaction valued at approximately £5.6 billion at announcement. The proposed combination brought together two major UK insurance groups and was intended to create a larger platform in life insurance, pensions and long-term savings. The takeover completed on 13 April 2015. Andy Briggs, Friends Life's group chief executive, moved into the role of chief executive of Aviva UK Life, while Mark Wilson remained chief executive of the enlarged Aviva group. Friends Life Group consequently ceased to operate as an independent listed company. Its businesses became part of Aviva, bringing the company's relatively short history—from Resolution's 2008 formation, through a series of acquisitions and the Friends Life integration, to the 2015 sale— to a close.

1. 2015Aviva completes the acquisition

   Aviva completed its all-share acquisition of Friends Life on 13 April, ending the group's independent corporate existence.

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2. 2014Resolution becomes Friends Life Group

   Resolution Limited changed its corporate name to Friends Life Group in May.

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3. 2011Friends Life operations are formed

   The UK operations of Friends Provident, Axa Sun Life and Bupa Health Assurance were combined under the Friends Life name.

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4. 2010Axa Sun Life and Bupa Health Assurance are acquired

   Resolution expanded its insurance platform through the acquisition of Axa Sun Life Holdings and Bupa Health Assurance.

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5. 2009Friends Provident is acquired

   Resolution acquired Friends Provident for approximately £1.86 billion and replaced it in the FTSE 100 Index.

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6. 2008Resolution Limited is founded and listed

   Clive Cowdery founded Resolution Limited as a vehicle for consolidating UK life insurance businesses. The company obtained a London Stock Exchange listing in December.

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A consolidation-led UK life insurance and pensions group assembled from established insurance businesses, with an emphasis on scale, long-term savings and management of legacy insurance portfolios.

• Life assuranceInsurance

  Life assurance was the central activity assembled through the Friends Provident, Axa Sun Life and Bupa-related businesses. The group administered both newly arranged and legacy long-term protection policies, with obligations extending over many years. Its life assurance platform formed the principal basis for the consolidation strategy and later became part of Aviva's UK life operations.

• PensionsRetirement savings

  Friends Life operated pension and retirement-savings businesses serving individual and institutional customers. These activities involved long-term policy administration, investment management and the payment or future payment of retirement benefits. The pension operations were integrated into Aviva following the takeover.

• Long-term savings and investment productsSavings and investments

  The combined group included long-term savings and investment-linked insurance activities inherited from its constituent businesses. These products supported individual savings and retirement planning and required the management of assets against long-duration policy liabilities.

• Employee benefitsWorkplace benefits

  Friends Life's corporate and workplace activities included insurance and pension-related arrangements associated with employee benefits. These offerings complemented its individual life and retirement products and helped give the group a presence in institutional distribution.

• 2011Friends Life t20 sponsorship

  United Kingdom

  Following the creation of the Friends Life identity, the group continued its title sponsorship of the ECB domestic Twenty20 competition under the Friends Life t20 name.

  Outcome. The sponsorship ran through 2013.

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• 2010Friends Provident t20 sponsorship

  United Kingdom

  Friends Life's predecessor brand Friends Provident became title sponsor of the England and Wales Cricket Board's domestic Twenty20 competition.

  Outcome. The sponsorship continued through the subsequent rebranding of the competition as Friends Life t20.

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• 2014Rename the listed parent Friends Life GroupStrategy

  The operating businesses had already been brought together under the Friends Life name.

  What changed. Resolution Limited changed its corporate name to Friends Life Group.

  Aftermath. The listed parent and its operating brand were aligned shortly before the Aviva takeover.

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• 2014Agree an all-share sale to AvivaM&A

  Friends Life was an established UK life and pensions group, while Aviva sought to expand and consolidate its insurance platform.

  What changed. Friends Life agreed to be acquired by Aviva in an all-share transaction valued at approximately £5.6 billion at announcement.

  Aftermath. The transaction completed in April 2015 and Friends Life ceased to be an independent listed company.

  Announced transaction value. Approximately £5.6 billion (December 2014 announcement)

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• 2011Unify acquired UK insurance operations under Friends LifeStrategy

  Resolution controlled several insurance businesses acquired from Friends Provident, Axa and Bupa.

  What changed. The group merged the relevant UK operations and adopted Friends Life as the operating identity.

  Aftermath. Friends Life became the principal public-facing identity of the combined life and pensions group.

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• 2008Launch a life-insurance consolidation platformStrategy

  Resolution Limited was established to acquire and combine at least three UK life insurance operators, with the aim of creating a larger listed group.

  What changed. The company pursued acquisitions rather than building a life insurance business organically.

  Aftermath. The strategy led to the acquisitions of Friends Provident, Axa Sun Life Holdings and Bupa Health Assurance and the formation of Friends Life.

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• 2015Aviva completes acquisition of Friends Life

  Aviva completed the acquisition on 13 April 2015, ending Friends Life's existence as an independent listed group.

  M&ALeadership change
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• 2014Resolution changes its corporate name to Friends Life Group

  The listed parent changed its name from Resolution Limited to Friends Life Group, aligning the corporate identity with its principal operating brand.

  Other
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• 2014Aviva agrees to acquire Friends Life

  Aviva agreed terms for an all-share takeover of Friends Life valued at approximately £5.6 billion at announcement.

  M&A
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• 2014Resolution changes its name to Friends Life Group

  The listed parent changed its corporate name from Resolution Limited to Friends Life Group, aligning the legal identity with its principal operating brand.

  Leadership change
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• 2011Resolution adopts the Friends Life identity

  Resolution combined the UK operations of Friends Provident, Axa Sun Life and Bupa Health Assurance under the Friends Life name.

  Other
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• 2011Resolution combines businesses under the Friends Life name

  The UK operations of Friends Provident were merged with the life-assurance businesses acquired from AXA and Bupa, creating the Friends Life operating brand.

  M&A
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• 2010Resolution expands through Axa Sun Life and Bupa Health Assurance acquisitions

  The group bought Axa Sun Life Holdings from Axa and acquired Bupa Health Assurance, adding further insurance operations to its consolidation platform.

  M&A
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• 2010Resolution acquires AXA Sun Life and Bupa Health Assurance

  The group expanded its UK insurance platform by purchasing AXA Sun Life Holdings from AXA and acquiring Bupa Health Assurance.

  M&A
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• 2010Friends Life sponsors domestic English and Welsh Twenty20 cricket

  Friends Life became title sponsor of the England and Wales Cricket Board's domestic Twenty20 competition, which was branded Friends Life t20 during the sponsorship period.

  Campaign
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• 2009Resolution acquires Friends Provident

  Resolution completed the acquisition of Friends Provident, its first major transaction in a planned consolidation of UK life insurance businesses.

  M&A
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• 2008Shareholders approve Pearl acquisition

  Resolution shareholders overwhelmingly approved the proposed merger with Pearl Group at an extraordinary general meeting held on 8 January 2008.

  M&A
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• 2008Pearl completes acquisition of Resolution

  The acquisition was completed on 1 May 2008 after approval from the Financial Services Authority, ending Resolution plc's life as a listed company.

  M&ARegulation
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• 2007Resolution agrees proposed merger with Friends Provident

  Resolution agreed to combine with Friends Provident in a proposed transaction intended to create Friends Financial, but the proposal was later displaced by competing takeover interest.

  M&A
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• 2007Pearl makes formal offer for Resolution

  Pearl Group made a formal offer of 660 pence per Resolution share, beginning a contested takeover process involving several potential bidders.

  M&A
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• 2007Pearl improves offer to 720 pence per share

  Pearl returned with an all-cash offer of 720 pence per share after competing interest from Standard Life and Swiss Re.

  M&APricing
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• 2007Resolution announces strategic outsourcing partnership with Capita

  Resolution announced a partnership under which approximately 2,000 customer-service and IT staff would transfer to Capita and back-office services would gradually be outsourced to India.

  Other
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