Legal & General America, Inc. Announces Tender Offer for Any and All of the Issued and Outstanding Eleven Series of Potomac Trust Capital Class A Money Market Securities

ROCKVILLE, Md., Aug. 16 /PRNewswire/ -- Legal & General America, Inc. (the "Company") announced that it has commenced today a cash tender offer to purchase (the "Offer") any and all of the issued and outstanding Potomac Trust Capital Class A Money Market Securities ("MM Securities") of the eleven series listed below, upon the terms and subject to the conditions set forth in its Offer to Purchase, dated August 16, 2010 (the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal"), for the consideration described below.

The Offer will expire at midnight, New York City time, on Tuesday, September 14, 2010 (such date and time, as it may be extended, the "Expiration Time").  

In addition to the Purchase Price, holders whose MM Securities are purchased pursuant to the Offer will be paid all accrued and unpaid interest on their purchased MM Securities from the last interest payment date to, but not including, the settlement date for the Offer, which will promptly follow the Expiration Time.  

Tendered MM Securities may be withdrawn at any time prior to the Expiration Time.

The Offer is conditioned upon the satisfaction or waiver of certain conditions.  The Offer is not contingent on obtaining financing or the tender of any minimum principal amount of MM Securities.  Full details of the terms and conditions of the offer are included in the Company's Offer to Purchase and the related Letter of Transmittal.

Nomura Securities International, Inc. will serve as Dealer Manager for the Offer.  Persons with questions regarding the Offer should contact Nomura Securities International, Inc. at (800) 638-2268 (toll-free). Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent, at 212-430-3774 or (866) 736-2200.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other security. The Offer is made only by the Offer to Purchase and the related Letter of Transmittal. The Offer is not being made to security holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the Dealer Manager on behalf of the Company.

Forward-Looking Statements

Certain of the statements included in this press release, and other written or oral statements made from time to time by representatives of the Company, may constitute forward-looking statements.  Words such as "expects," "believes," "anticipates," "includes," "plans," "assumes," "estimates," "projects," "intends" or variations of such words or similar words or expressions are generally part of forward-looking statements.  Forward-looking statements are made based on current expectations and assumptions and beliefs concerning future developments and their potential effects.  There can be no assurance that future developments will be those anticipated.  These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including without limitation:  (i) general economic, market and political conditions, including the performance of financial markets, interest rate fluctuations and the continuing negative impact of the current economic environment; (ii) various domestic or international military or terrorist activities or conflicts; (iii) volatility in the securities markets; (iv) exposure to contingent liabilities; (v) investment losses and defaults; (vi) changes in claims-paying or credit ratings; (vii) competition; (viii) the impact of changing regulation or accounting practices; (ix) adverse mortality or persistency results; (x) adverse litigation results or regulatory matters; (xi) changes in tax law or insurance law or regulation; and (xii) changes in laws regulating broker-dealers and registered clearing agencies.

Consequently, such forward-looking statements should be regarded solely as the Company's current plans, estimates and beliefs.  The Company does not intend, and does not undertake, any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.  

About Legal & General America

The Company is a Delaware corporation established as a holding company for the U.S. insurance operations of Legal & General Group plc ("LGG"), a company organized under the laws of England and Wales.  LGG is the ultimate parent of the Company and is a holding company for a group of insurance, investment management and financial services companies.  The Company's primary life insurance operating subsidiary is Banner Life Insurance Company ("Banner Life"), a Maryland-domiciled stock life insurance company.  Banner Life is the direct parent company of William Penn Life Insurance Company of New York, a New York-domiciled stock life insurance company.  Banner Life is also the direct parent company of First British American Reinsurance Company, a special purpose financial captive insurance company organized and existing under the laws of the State of South Carolina.  

SOURCE Legal & General America, Inc.