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LONDON, Apr 18: Mutual insurer Standard Life has rejected an all-share merger proposal from an unidentified suitor, it said on Tuesday, as it vowed to press ahead with Britain's biggest initial public offering for five years.

Europe's biggest mutual insurer said it had received a number of other approaches, including requests to take a significant shareholding in the business, but had turned these down as well.

''In each case, the directors have concluded that the potential transaction is not in the best interests of Members, policyholders and the business, having regard to factors such as the proposed valuation and other terms,'' it said in a statement.

The Edinburgh-based firm said it aimed to raise 1.1 billion pounds ($1.9 billion) of net new capital in its flotation, giving a likely market value of 4.8 billion to 5.5 billion pounds. This would be London's largest debut since telecoms firm Orange listed in 2001.

In a detailed breakdown of results and strategy before a key vote on its future, Standard Life said it had swung to profit and boosted new business contributions, helped by a review of its strategy started in January 2004.

Members are due to vote in May on whether to demutualise the business. Three-quarters of voting members have to approve the plan for it to go through on May 31. The company said half its 2.4 million eligible policyholders stood to reap windfall share payments worth more than 1,000 pounds from the flotation, while the remainder would get 500 to 1,000 pounds.

Standard Life said it would use the money raised in the flotation to expand its UK business and support capital adequacy.

Standard Life posted pretax profit of 152 million pounds for 2005 under IFRS accounting standards, against a loss of 340 million pounds in its 2004 financial year.

Its 2005 European embedded value operating profit before tax was 395 million pounds, more than double the 180 million pounds posted the previous year.

The mutual insurer shocked rivals and customers two years ago when it announced plans to go public, saying tougher regulatory capital requirements and a declining market for with-profits products forced it to turn to the stock market for cash.

The firm said it would continue to review possible alternatives to a stock-market listing.

''As required by their fiduciary duties, the directors will, of course, keep under review whether any alternative may, in all the circumstances, offer material advantages when compared to the (flotation) proposal,'' it said.

REUTERS

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