Last checked at 14 Mar 2016 12:21
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW JUST RETIREMENT SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED ON 28 SEPTEMBER 2015 (AS SUPPLEMENTED BY THE SUPPLEMENTARY PROSPECTUS PUBLISHED ON 14 MARCH 2016), THE JUST RETIREMENT CIRCULAR PUBLISHED ON 14 MARCH 2016 OR THE PARTNERSHIP ASSURANCE SCHEME DOCUMENT PUBLISHED ON 5 NOVEMBER 2015 (AS SUPPLEMENTED BY THE PARTNERSHIP ASSURANCE SUPPLEMENTARY SCHEME DOCUMENT PUBLISHED ON 14 MARCH 2016)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
14 March 2016
Just Retirement Group plc ("Just Retirement")
Partnership Assurance Group plc ("Partnership Assurance")
Update re Merger and Publication of Circular, Supplementary Prospectus and Supplementary Scheme Document
Just Retirement and Partnership Assurance announce an update to their recommended all-share merger (the "Merger") to create JRP Group plc.
Just Retirement Circular
Just Retirement confirms that the UK Listing Authority has today approved its shareholder circular in relation to the Merger (the "Circular"). Accordingly, Just Retirement Shareholders will shortly receive a copy of the Circular, together with certain other ancillary document(s). The Circular includes the notice of the Just Retirement General Meeting and details of the action to be taken by the Just Retirement Shareholders to vote on the resolutions required to approve and implement the Merger and related matters. A form of proxy for use in respect of the Just Retirement General Meeting will be sent to Just Retirement Shareholders together with the Circular.
The Just Retirement General Meeting will be held at 10.00 a.m. on 30 March 2016 at Reigate Town Hall, Castlefield Road, Reigate, Surrey, RH2 0SH.
Partnership Assurance Supplementary Scheme Document and the Partnership Assurance Court Meeting and General Meeting
The Partnership Assurance Scheme Document was posted to the Partnership Assurance Shareholders on 5 November 2015 (the "Scheme Document"), together with, amongst other document(s), a copy of the Prospectus published by Just Retirement on 28 September 2015 (the "Prospectus"). Partnership Assurance Shareholders will shortly receive a copy of a supplementary scheme document (the "Supplementary Scheme Document"), which updates certain matters detailed in the Scheme Document and includes the notice of the reconvened Partnership Assurance Court Meeting and the reconvened Partnership Assurance General Meeting and details of the action to be taken by the Partnership Assurance Shareholders to vote on the resolutions required to approve and implement the Merger and related matters. The Partnership Assurance Shareholders will also receive a copy of the Supplementary Prospectus (as detailed below).
The Partnership Assurance Court Meeting will take place at 12.00 p.m. on 30 March 2016 and the Partnership Assurance General Meeting will take place at 12.15 p.m. on 30 March 2016 (or shortly after the conclusion of the adjourned Partnership Assurance Court Meeting), at the Andaz Hotel, 40 Liverpool Street, London EC2M 7QN.
Just Retirement Supplementary Prospectus
The Prospectus was published by Just Retirement on 28 September 2015. Following the publication of the unaudited interim results of Just Retirement for the six months ended 31 December 2015 and the audited results of Partnership Assurance for the year ended 31 December 2015 on 11 March 2016, Just Retirement confirms that the UK Listing Authority has today approved its supplementary prospectus in relation to the Merger (the "Supplementary Prospectus"). The Supplementary Prospectus will shortly be available for inspection on the National Storage Mechanism at: www.morningstar.co.uk/uk/NSM and on the Company's website at: www.justretirementgroup.com/investors.
Expected timetable for the Merger
The Merger remains subject to the satisfaction of the remaining conditions to the Merger. The Merger is expected to complete on 4 April 2016.
The expected timetable and principal events is as follows:
Event | Time and Date |
Publication of Just Retirement Circular, Partnership Assurance Supplementary Scheme Document and Just Retirement Supplementary Prospectus | 14 March 2016 |
Latest time for receipt of Just Retirement Forms of Proxy/ CREST Proxy Instructions for the Just Retirement General Meeting | 10.00 a.m. on 24 March 2016 |
Voting Record Time for the Just Retirement General Meeting | 6 p.m. on 24 March 2016 |
Latest time for receipt of white Forms of Proxy/CREST Proxy Instructions for the Partnership Assurance Court Meeting | 12:00 p.m. on 24 March 2016 |
Latest time for receipt of blue Forms of Proxy/CREST Proxy Instructions for the Partnership Assurance General Meeting | 12:15 p.m. on 24 March 2016 |
Just Retirement General Meeting | 10.00 a.m. on 30 March 2016 |
Partnership Assurance Court Meeting | 12.00 p.m. on 30 March 2016 |
Partnership Assurance General Meeting | 12.15 p.m. on 30 March 2016 |
The following dates are subject to change |
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Scheme Court Hearing (to sanction the Scheme) | 1 April 2016 |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Partnership Assurance Shares | 1 April 2016 |
Dealings in Partnership Assurance Shares suspended | 5.00 p.m. on 1 April 2016 |
Scheme Record Time | 6.00 p.m. on 1 April 2016 |
Effective Date of the Scheme | 4 April 2016 |
Cancellation of admission of and dealings in Partnership Assurance Shares | By 8.00 a.m. on 4 April 2016 |
Issue of New Just Retirement Shares | By 8.00 a.m. on 4 April 2016 |
Admission and commencement of dealings in the New Just Retirement Shares | 8.00 a.m. on 4 April 2016 |
CREST accounts credited with New Just Retirement Shares | As soon as possible after 8.00 a.m. on 4 April 2016 |
Despatch of definitive share certificates for the New Just Retirement Shares, where applicable | Within 14 days of the Effective Date |
Despatch of cheques, or CREST accounts credited in respect of fractional entitlements to New Just Retirement Shares | Within 14 days of the Effective Date |
Long Stop Date | 30 April 2016 (or later as Just Retirement and Partnership Assurance may agree, with the consent of the Panel and (if required) the Court) |
All times listed above are London times. The dates and times given are indicative only and are based on current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be announced via a Regulatory Information Service and published on Just Retirement's website at www.justretirementgroup.com and on Partnership Assurance's website at www.partnership-group.com.
Copies of the Prospectus and the Scheme Document, and the Circular, the Supplementary Prospectus and the Supplementary Scheme Document will shortly be, available on Just Retirement's website at www.justretirementgroup.com and on Partnership Assurance's website at www.partnership-group.com until the Scheme becomes Effective.
Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Circular.
Enquiries:
Just Retirement
Investors: | Media: |
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James Pearce Group Director of Strategy & Investor Relations +44 (0) 7715 085 099 | Stephen Lowe Group Communications Director +44 (0) 1737 827 301 | Temple Bar Advisory Alex Child Villiers +44 (0) 7795 425580 William Barker +44 (0) 7827 960151 |
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Financial Advisors: | ||||
Barclays (Lead financial adviser and, for the purposes of the Merger, corporate broker to Just Retirement) Michael Lamb +44 (0) 20 7623 2323 Derek Shakespeare +44 (0) 20 7623 2323 Barry Meyers +44 (0) 20 7623 2323 Fenchurch (Financial adviser to Just Retirement) Malik Karim +44 (0) 20 7382 2210 Chris Deville +44 (0) 20 7382 2221 Deutsche Bank (Corporate broker to Just Retirement) Claire Brooksby +44(0) 207 545 8000 William Nourse +44(0) 207 545 8000 Nomura (Corporate broker to Just Retirement) Andrew Forrester +44 (0) 20 7102 1000 Ed Skilton +44 (0) 20 7102 1000 | ||||
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Partnership Assurance
Investors: | Media: |
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Katherine Jones Director of Investor Relations +44 (0) 20 7444 8040 | Jim Boyd Director of Corporate Affairs +44 (0) 20 7618 2744 | Citigate Dewe RogersonGrant Ringshaw+44 (0) 20 7282 2851 Shabnam Bashir+44 (0) 20 7282 2822 |
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Financial Advisors: | |||
Evercore (Lead financial adviser to Partnership Assurance) Andrew Sibbald +44 (0) 20 7653 6000 Nick Chapman +44 (0) 20 7653 6000 J.P. Morgan Cazenove (Financial adviser and corporate broker to Partnership Assurance) Conor Hillery +44 (0) 20 7742 4000 Mike Collar +44 (0) 20 7742 4000 Morgan Stanley (Financial adviser and corporate broker to Partnership Assurance) Matt Cannon +44 (0) 20 7425 8000 Ben Grindley +44 (0) 20 7425 8000 | |||
Important notices
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.
This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Publication of this announcement
A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Just Retirement's website at www.justretirementgroup.com and Partnership Assurance Assurance's website at www.partnership-group.com on, by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.