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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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

25 September 2009

RECOMMENDED ACQUISITION OF JUST RETIREMENT (HOLDINGS) PLC BY AVALON ACQUISITIONS LIMITED, A COMPANY OWNED BY FUNDS ADVISED BY PERMIRA ADVISERS LLP

Summary

• The board of Avalon Acquisitions Limited ('Avalon') and the Independent Directors of Just Retirement (Holdings) plc ('Just Retirement') are pleased to announce that they have reached agreement on the terms of a recommended proposal for Avalon, a newly incorporated company owned by funds advised by Permira Advisers LLP ('Permira'), to acquire the entire issued and to be issued ordinary share capital of Just Retirement (the 'Proposal').

• Under the terms of the Proposal each Just Retirement Shareholder holding Just Retirement Shares at the Scheme Record Time will receive 76 pence in cash for each Just Retirement Share.

• The Proposal values the existing issued share capital of Just Retirement at approximately £225.5 million and the entire issued and to be issued share capital of Just Retirement at approximately £229.6 million. 

• The Proposal represents a premium of:

• approximately 56.7 per cent. to the Closing Price of 48.5 pence per Just Retirement Share on 7 November 2008 (being the last Business Day prior to the commencement of the Offer Period);

• approximately 45.8 per cent. to the average Closing Price for the one month period ended on 7 November 2008, being 52.1 pence per Just Retirement Share; and

• approximately 9.4 per cent. to the Closing Price of 69.5 pence per Just Retirement Share on 24 September 2009 (being the last Business Day prior to the date of this announcement).

• The Proposal will also include a Securities Alternative under which Just Retirement Shareholders may elect to receive one Unit for every ten Just Retirement Shares in lieu of some or all of the Cash Consideration which they would otherwise have received.

• Avalon has committed to making a £25 million capital injection into Just Retirement promptly following the Scheme becoming Effective (the 'Capital Increase').  

• If the maximum number of Units available under the Securities Alternative is taken up by Just Retirement Shareholders, the Just Retirement Shareholders who elect for the Securities Alternative will together hold approximately 31.3 per cent. of the entire issued ordinary share capital of Avalon (prior to the Capital Increase) and the balance will be held by or on behalf of the Permira Funds.

• It is intended that the Proposal will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the 2006 Act. The Scheme Circular will be posted to Just Retirement Shareholders as soon as reasonably practicable. It is currently expected that, subject to the satisfaction (or, where relevant, waiver) of the Conditions, the Proposal will become Effective in late 2009.

• Michael Fuller, chief executive officer of Just Retirement, will comprise a separate class of shareholder for the purposes of the Scheme unless the Court determines otherwise.  Avalon has received an irrevocable undertaking from Mr. Fuller pursuant to which if he does form a separate class, he will vote in favour of the Scheme at the Court Meeting, and he will (whether or not he forms a separate class) vote in favour of and consent to the Special Resolutions.

• Avalon has also received irrevocable undertakings to vote in favour of the resolutions relating to the Proposal at the Meetings (including from those Just Retirement Directors who hold Just Retirement Shares and from certain other Just Retirement Shareholders (being Langholm and certain senior managers of Just Retirement)) in respect of aggregate holdings of 164,079,298 ordinary shares representing approximately 59.8 per cent. of Just Retirement's existing issued ordinary share capital excluding those Just Retirement Shares held by Mr. Fuller.

• The irrevocable undertakings from Mr. Fuller, certain of the Just Retirement Directors and certain senior managers of Just Retirement include an undertaking to elect to participate in the Securities Alternative in respect of, in aggregate, at least 22,227,010 Just Retirement Shares, representing approximately 7.5 per cent. of Just Retirement's existing issued ordinary share capital. The Langholm Undertakings also include a commitment not to elect to participate in the Securities Alternative.

• All of the undertakings, including those of Mr. Fuller and Langholm, include a commitment to vote against and not accept any Competing Offer.  

• The Independent Directors, who have been so advised by Deutsche Bank, consider the Proposal to be fair and reasonable. In providing its advice to the Independent Directors, Deutsche Bank has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors intend unanimously to recommend that Just Retirement Shareholders vote in favour of the resolutions relating to the Proposal at the Meetings, as the Independent Directors have irrevocably undertaken to do in respect of their own beneficial holdings totalling 881,029 Just Retirement Shares (representing approximately 0.3 per cent. of Just Retirement's existing issued ordinary share capital). 

Commenting on the Proposal, Tom Cross Brown, Chairman of Just Retirement, said:

'Avalon's Proposal represents the culmination of a long process. The Proposal offers shareholders the opportunity either to sell their shares for cash, or to retain an economic interest in Just Retirement if they wish to do so. Further, Avalon's commitment to inject £25 million of capital into the company post completion demonstrates its willingness to support Just Retirement in its future growth. Therefore, the Independent Committee is pleased to recommend Avalon's Proposal.'

Credit Suisse is acting as financial adviser to Avalon and Permira. Deutsche Bank is acting as financial adviser to Just Retirement and also as adviser to Just Retirement for the purposes of Rule 3 of the Takeover Code.

Enquiries:

Permira Advisers LLP Chris Davison	+44 (0)20 7632 1000
Credit Suisse (financial adviser to Avalon and Permira) Zachary Brech, Jim Rushton	+44 (0)20 7888 8888
Just Retirement Tom Cross Brown, Chairman Simon Thomas, Finance Director Shayne Deighton, Chief Actuary	+44 (0)1737 233396
Deutsche Bank (financial adviser and corporate broker to Just Retirement) Michael Lamb, Omar Faruqui James Agnew, Toby Clark (Corporate Broking)	+44 (0)20 7545 8000
Citigate Dewe Rogerson (Public relations adviser to Just Retirement) Michael Berkeley, Ged Brumby	+44 (0)20 7638 9571

Credit Suisse Securities (Europe) Limited ('Credit Suisse'), which is authorised and regulated by the FSA, is acting for Permira and Avalon and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Permira and Avalon for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to this matter, the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FSA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request. Deutsche Bank AG (London Branch) is acting as financial adviser and corporate broker to Just Retirement and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Just Retirement for providing the protections afforded to the clients of Deutsche Bank AG nor for providing advice in relation to any matter referred to herein.

This summary should be read in conjunction with the following announcement and the Appendices.

The conditions to, and certain further terms of, the Proposal are set out in Appendix 1. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of undertakings received by Avalon are set out in Appendix 3.  A description of the key rights and restrictions attaching to the securities comprising the Units is set out in Appendix 4.  Certain definitions and terms used in this announcement are set out in Appendix 5.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Just Retirement, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the scheme becomes effective (or if implemented by way of offer, the offer becomes, or is declared, unconditional as to acceptances), or otherwise lapses or is withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Just Retirement, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Takeover Code, all 'dealings' in 'relevant securities' of Just Retirement by Just Retirement or Avalon, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at http://www.thetakeoverpanel.org.uk/.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

'No Offer' Statement

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposal or otherwise. The Proposal will be made solely through the Scheme Circular, which will contain the full terms and conditions of the Proposal, including details of how to vote in respect of the Proposal. Any acceptance or other response to the Proposal should be made only on the basis of the information in the Scheme Circular.

Restricted Jurisdictions

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This announcement has been prepared in accordance with English law and the Takeover Code, and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Copies of this announcement and any formal documentation relating to the Proposal are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from the United States of America or any other Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from the United States or any other Restricted Jurisdiction. If the Proposal is implemented by way of an Offer (unless otherwise determined by Avalon and permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or securities exchange of the United States or any other Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facility.

'No profit forecast'

Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Just Retirement share for the current or future financial years will necessarily match or exceed the historical published earnings per Just Retirement share.

Forward-looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain 'forwardߛlooking statements' concerning Just Retirement and Avalon. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forwardߛlooking statements. The forwardߛlooking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements, which speak only as at the date of this announcement.  Avalon and Just Retirement assume no obligation and do not intend to update these forwardߛlooking statements, except as required pursuant to applicable law.

Takeover Offer

Avalon reserves the right to elect (with the consent of the Panel (where necessary)) to implement the acquisition of the entire issued and to be issued ordinary share capital of Just Retirement by way of a takeover offer (as such term is defined in section 974 of the 2006 Act).

This announcement will be available on Just Retirement's website at www.justretirement.com by no later than 12 noon on 28 September 2009.

  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 THAT JURISDICTION

FOR IMMEDIATE RELEASE 

25 September 2009

RECOMMENDED ACQUISITION OF JUST RETIREMENT (HOLDINGS) PLC BY AVALON ACQUISITIONS LIMITED, A COMPANY OWNED BY FUNDS ADVISED BY PERMIRA ADVISERS LLP

1.    Introduction

The board of Avalon Acquisitions Limited ('Avalon') and the Independent Directors of Just Retirement (Holdings) plc ('Just Retirement') are pleased to announce that they have reached agreement on the terms of a recommended proposal for Avalon to acquire the entire issued and to be issued ordinary share capital of Just Retirement. 

Avalon is a newly incorporated company owned by funds advised by Permira.

It is currently envisaged that the Proposal will be implemented by way of a courtߛsanctioned scheme of arrangement of Just Retirement under Part 26 of the 2006 Act (although Avalon reserves the right to effect the Proposal by way of a takeover offer).  

The Conditions to the Proposal are set out in full in Appendix 1 to this announcement.

2.    The Proposal

The Proposal will be subject to the Conditions and further terms set out below and in Appendix 1, and the further terms and conditions to be set out in the Scheme Circular.  Just Retirement Shareholders holding Just Retirement Shares at the Scheme Record Time will receive

for each Just Retirement Share     76 pence in cash

The Proposal values the existing issued share capital of Just Retirement at approximately £225.5 million and the entire issued and to be issued share capital of Just Retirement at approximately £229.6 million.

The Proposal represents a premium of:

• approximately 56.7 per cent. to the Closing Price of 48.5 pence per Just Retirement Share on 7 November 2008 (being the last Business Day prior to the commencement of the Offer Period);

• approximately 45.8 per cent. to the average Closing Price for the one month period ended on 7 November 2008, being 52.1 pence per Just Retirement Share; and

• approximately 9.4 per cent. to the Closing Price of 69.5 pence per Just Retirement Share on 24 September 2009 (being the last Business Day prior to the date of this announcement).

The Proposal will also include a Securities Alternative described below under which Just Retirement Shareholders may elect to receive 1 Unit for every 10 Just Retirement Shares in lieu of some or all of the Cash Consideration which they would otherwise have received.

3.    The Securities Alternative

As an alternative to the cash consideration of 76 pence per Just Retirement Share to which they would otherwise be entitled under the Proposal, Just Retirement Shareholders will be able to elect to participate in the Securities Alternative. The Securities Alternative is available to all Just Retirement Shareholders and comprises Units, each of which will comprise 20 Class A Ordinary Shares, 12 Class A Preference Shares and 44 Class A Notes in Avalon.  The Securities Alternative is equivalent to a co-investment alongside the Permira Funds in Just Retirement, the Class A Ordinary Shares, Class A Preference Shares and Class A Notes being issued in the same proportions as the Class B Ordinary Shares, Class B Preference Shares and Class B Notes, and as such rank pari passu in terms of economic rights with the Permira Funds.  There are no plans to seek a public quotation on any recognised investment exchange or other market for any of these shares or loan notes, or for the Units.

To the extent that their elections are satisfied under the terms of the Securities Alternative, Just Retirement Shareholders who elect to participate in the Securities Alternative will receive

for every 10 Just Retirement Shares    1 Unit

The Securities Alternative is available in respect of up to 98,806,930 Just Retirement Shares, representing approximately 33.3 per cent. of Just Retirement's existing issued ordinary share capital (prior to the Capital Increase). The maximum number of Units available under the Securities Alternative is therefore 9,880,693.  If elections for the Securities Alternative are received for, in aggregate, in excess of 9,880,693 Units, the elections will be scaled down pro rata by the same proportion (or as nearly as practicable pro rata) to all such valid elections received.  Just Retirement Shareholders whose elections for the Securities Alternative are scaled down will receive Cash Consideration in lieu of the Units which they would otherwise have received if their elections had not been scaled down. 

If the maximum number of Units available under the Securities Alternative is taken up by Just Retirement Shareholders, the Just Retirement Shareholders who elect for the Securities Alternative will together hold approximately 31.3 per cent. of the entire issued capital of Avalon (prior to the Capital Increase) and the balance will be held by or on behalf of the Permira Funds. 

Langholm, in its capacity as a Just Retirement Shareholder, has undertaken not to elect to participate in the Securities Alternative. Mr. Fuller and certain other Just Retirement Directors and certain senior managers of Just Retirement, each in their capacity as Just Retirement Shareholders, have undertaken to elect to participate in the Securities Alternative in respect of, in aggregate, at least 22,227,010 Just Retirement Shares, representing approximately 7.5 per cent. of Just Retirement's existing issued ordinary share capital. If all other Just Retirement Shareholders elect for the Securities Alternative in respect of their entire holdings of Just Retirement Shares, they will be scaled back to receive the Securities Alternative in respect of 69.8 per cent of their Just Retirement Shares.

The Class A Ordinary Shares comprised in each Unit will be issued credited as fully paid and will have the same economic rights as the Class B Ordinary Shares to be held on behalf of the Permira Funds, save that the Class A Ordinary Shareholders will not be entitled to vote at any general meeting of Avalon. The Class A Preference Shares comprised in each Unit will be issued credited as fully paid and will rank pari passu in all respects with the Class B Preference Shares to be held on behalf of the Permira Funds. The Class A Notes comprised in each Unit will be identical to the Class B Notes to be held on behalf of the Permira Funds. The Class A Ordinary Shares and Class A Preference Shares comprised in the Units are also subject to certain transfer restrictions and obligations, including drag-along and tag-along rights. The Class A Ordinary Shares and Class A Preference Shares will also be subject to the rights and restrictions set out in the Avalon Articles.  The key rights and restrictions attaching to the securities comprising the Units are set out in Appendix 4 and detailed information on the terms of the share capital and loan notes comprising the Units will be set out in the Scheme Circular. 

4.    Background to and reasons for the Proposal

Permira believes that the Proposal will provide an opportunity to build upon Just Retirement's existing position as the market leader in enhanced annuities with a strong presence in equity release mortgages while expanding further and supporting its customers, independent financial advisers and distribution partners. Permira intends to support and work with Just Retirement's existing management team to provide additional investment in the business to ensure that the long-term prospects for Just Retirement under private ownership are strong.

5.    Financing of the Proposal

Avalon will fund the aggregate consideration payable under the Proposal from its own resources.

Credit Suisse is satisfied that sufficient financial resources are available to Avalon to satisfy in full the cash consideration payable to Just Retirement Shareholders under the terms of the Proposal.

6.    Capital increase

Avalon has committed to making the Capital Increase promptly following the Scheme becoming Effective.  The Class B Shares and Class B Notes issued by Avalon in respect of the Capital Increase will be on the same terms as those issued by Avalon in respect of the Proposal.  The Unitholders will not participate in the Capital Increase. If the maximum number of Units available under the Securities Alternative is taken up by Just Retirement Shareholders, following the Capital Increase the Unitholders will together hold approximately 28.4 per cent. of the entire issued capital of Avalon (after the Capital Increase), with the balance being held by or on behalf of the Permira Funds.  Further details of the Capital Increase will be set out in the Scheme Circular.

7.    Information on Just Retirement, including current trading and prospects

Just Retirement is a specialist UK life assurance group focusing on the provision of financial services to those at or in retirement. Just Retirement's main products are enhanced annuities and equity release mortgages. Since launching in August 2004, Just Retirement has developed a leading position in the market for enhanced annuities and has a strong presence in equity release. 

The Just Retirement Group issued its preliminary results for the financial year ended 30 June 2009 on 25 September 2009. In its preliminary results, the Just Retirement Group reported total sales of £753.7 million for the financial year ended 30 June 2009, of which approximately £590.8 million comprised enhanced annuity sales and the balance equity release sales.

In sales terms, Just Retirement's current trading remains positive for both enhanced annuities and equity release. However, the split between the two products is likely to change as sales of enhanced annuities continue to grow strongly while equity release mortgage advances are more stable. Accordingly, the Just Retirement Group estimates that sales for the six month period ending 31 December 2009 are likely to show growth on the comparable period in 2008.

8.    Background to and reasons for the recommendation

On 10 November 2008, the Just Retirement Board announced that it had received expressions of interest which could ultimately result in an offer for Just Retirement. Following this announcement, Just Retirement received expressions of interest from certain other parties. Just Retirement's largest shareholder, Langholm, had indicated to the Board that it would be supportive of a sale of Just Retirement. After preliminary discussions with a wide range of potential bidders, a small number were allowed to conduct limited due diligence on Just Retirement.

By April 2009, Permira was the only party which continued to be in discussions with Just Retirement regarding an offer. On 26 June 2009, the Just Retirement Board confirmed that it was in discussions with Avalon with regard to a possible offer for Just Retirement, the terms of which would enable Just Retirement Shareholders to elect to receive either 76 pence in cash, or an unquoted partial securities alternative which would enable Just Retirement shareholders to retain economic exposure to Just Retirement. Just Retirement also confirmed that it had committed to pay approximately £2.3 million to Avalon if Avalon delivered a firm proposal to the Board on an agreed set of terms by 20 August, and among other things, the Board did not recommend the offer within 3 business days, or if a competing third party made an offer for Just Retirement and that offer was successfully implemented. In addition, Avalon announced that it had obtained irrevocable undertakings from certain Langholm entities in respect of approximately 52.3 per cent. of Just Retirement's existing issued share capital. Under the irrevocable undertakings these Langholm entities had committed to accept an offer from Avalon (if announced) at 76 pence or more per Just Retirement Share in cash and to vote against and not accept any Competing Offer.

On 10 August 2009, the Independent Directors announced that their discussions with Avalon were continuing and that, following careful consideration, it had agreed with Avalon, for the purpose of the fee commitment, to extend the date by which Avalon would need to submit a firm proposal to the Board to 25 September 2009. The Board also announced that it had given permission for the chief executive officer of Just Retirement, Michael Fuller, to discuss his continued involvement in the business with Avalon and that accordingly all matters relating to the possible offer for Just Retirement would be considered by the Independent Directors.

The Independent Directors have considered the Proposal very carefully. The Proposal reflects the culmination of an extensive process to seek potential buyers for Just Retirement. Although the offer price is below the price at which Just Retirement was admitted to trading on AIM in 2006, the Independent Directors believe that this should be considered in the context of the performance of equity markets over a period which has seen a rapid deterioration in global macroeconomic conditions and a financial crisis which has had, and continues to have, far reaching ramifications for the financial sector - increased volatility, reduced appetite for risk and a regulatory focus on capital. Against this backdrop, the Proposal enables shareholders who wish to sell their stake in Just Retirement to exit at a significant premium to the share price prior to the start of the Offer Period.

As part of the Proposal, Avalon has committed to inject £25 million into the business promptly following the Effective Date through the Capital Increase. Whilst the Independent Directors believe that Just Retirement currently enjoys a sound capital position, the injection of this capital should enhance Just Retirement's prospects and support its growth potential. Further, the Independent Directors recognise that the eventual introduction of the EU's Solvency II Directive in 2012 may have implications for Just Retirement's future capital position. The Independent Directors also believe that, in the event the Proposal does not become effective, Langholm (which owns approximately 52.6 per cent. of Just Retirement's existing share capital) would be unlikely to be able to participate in any future equity raising by Just Retirement. 

Further, as a partial alternative to the cash offer, the Proposal also allows those Just Retirement Shareholders who wish to retain an economic interest in the business to do so. The securities being issued to the Permira Funds (or their nominee) and those Just Retirement Shareholders will carry the same economic rights. The irrevocable undertakings from Michael Fuller and certain of the other Just Retirement Directors as well as certain senior managers of Just Retirement include an undertaking to elect to participate in the Securities Alternative in respect of at least 22,227,010 Just Retirement Shares, representing approximately 7.5 per cent. of Just Retirement's existing issued ordinary share capital. The Langholm Undertakings include a commitment not to elect to participate in the Securities Alternative. Therefore, if all Just Retirement Shareholders (other than Langholm) elect to receive the Securities Alternative in consideration for their entire holdings of Just Retirement Shares, they will receive approximately 69.8 per cent. of the consideration in Units of the Securities Alternative and approximately 30.2 per cent. in cash.

9.    Recommendation

The Independent Directors, who have been so advised by Deutsche Bank, consider the Proposal to be fair and reasonable. In providing advice to the Independent Directors, Deutsche Bank has taken into account the commercial assessments of the Independent Directors.

Accordingly, the Independent Directors intend unanimously to recommend that Just Retirement Shareholders vote in favour of the resolutions relating to the Proposal at the Meetings (or in the event that the Proposal is implemented by takeover offer, to accept or procure acceptance of such offer), as the Independent Directors have irrevocably undertaken to do in respect of their own beneficial holdings totalling 881,029 Just Retirement Shares (representing approximately 0.3 per cent. of Just Retirement's existing issued ordinary share capital). 

The Independent Directors make no recommendation in relation to the decision to be taken by Just Retirement Shareholders as to whether they should elect to participate in the Securities Alternative.  Just Retirement Shareholders should consult an appropriate independent professional adviser if they are in any doubt as to whether to make an election for the Securities Alternative.

10.    Information relating to Permira

Permira is a European private equity firm with a global reach. The funds, raised from pension funds and other institutions, make long-term investments in companies with the ambition of transforming their performance and driving sustainable growth.

The firm's teams are based in Frankfurt, Guernsey, Hong Kong, London, Luxembourg, Madrid, Milan, New York, Paris, Menlo Park, Stockholm and Tokyo, advising funds with a total committed capital of approximately EUR20 billion (US$28 billion). Since 1985, the Permira funds have completed over 190 private equity transactions.

11.    Information relating to Avalon 

Avalon is a newly incorporated company formed in the UK at the direction of funds advised by Permira for the purpose of the Proposal.  The registered address of Avalon is Pellipar House, 1st Floor, 9 Cloak Lane, London EC4R 2RU.  Permira reserves the right to alter the legal and/or beneficial ownership of Avalon after the date of this announcement, save that the ultimate beneficial owner of Avalon between the date of this announcement and the Effective Date will remain as the Permira Funds.

Avalon has not traded since incorporation, nor has it entered into any obligations, other than in connection with the Proposal and the financing of the Proposal.

The current directors of Avalon are Ian Sellars, James Fraser and Paul Armstrong. Further details in relation to Avalon will be contained in the Scheme Circular.

12.    Irrevocable undertakings

Avalon has procured an irrevocable undertaking from Mr. Fuller pursuant to which if he forms a separate class of shareholder for the purposes of the Scheme, he will vote in favour of the Scheme at the Court Meeting, and he will (whether or not he forms a separate class) vote in favour of and consent to the Special Resolutions.  Avalon has also procured irrevocable undertakings to vote in favour of the resolutions relating to the Proposal at the Meetings (including from certain Just Retirement Directors who hold Just Retirement Shares and from certain other Just Retirement Shareholders (being Langholm and certain senior managers of Just Retirement)) in respect of aggregate holdings of 164,079,298 ordinary shares representing approximately 59.8 per cent. of Just Retirement's existing issued ordinary share capital excluding those Just Retirement Shares held by Mr. Fuller.  The irrevocable undertakings from Mr. Fuller, certain of the other Just Retirement Directors and certain senior managers of Just Retirement include an undertaking to elect to participate in the Securities Alternative in respect of, in aggregate, at least 22,227,010 Just Retirement Shares, representing approximately 7.5 per cent. of Just Retirement's existing issued ordinary share capital.

All of the undertakings, including those of Mr. Fuller and Langholm, include a commitment to vote against and not accept any Competing Offer. The Langholm Undertakings also include a commitment not to elect to participate in the Securities Alternative.

Further details of these irrevocable undertakings to vote in favour of the resolutions relating to the Proposal at the Meetings are set out in Appendix 3 of this announcement.

13.    Implementation agreement

Avalon and Just Retirement have entered into the Implementation Agreement in relation to the implementation of the Proposal and related matters. Pursuant to the Implementation Agreement, Avalon and Just Retirement have agreed, inter alia, subject to the fiduciary duties of the directors of each of the parties, to take all such steps and actions and prepare all such documents necessary for the implementation of the Proposal (including the Scheme) in accordance with an agreed timetable and in accordance with the terms of the Implementation Agreement and the requirements of the Takeover Code, the Court and applicable law and regulations. Further information regarding the Implementation Agreement will be set out in the Scheme Circular.

14.    Cost cover arrangements

Just Retirement has agreed to pay a break fee of approximately £2.3 million to Avalon if:

• the Independent Directors fail to provide an unqualified recommendation of the Proposal or, having given the recommendation, the Independent Directors fail to repeat it as necessary or the Independent Directors withdraw, qualify or adversely modify their recommendation; or

• a Competing Offer is announced or increased and becomes wholly unconditional or otherwise completes prior to the Langholm Undertakings lapsing or the Proposal lapsing or being withdrawn.

15.    Interests

As at the close of business on 23 September 2009 (the last practicable Business Day prior to the date of this announcement):

• Saga Personal Finance Limited, a company in which a fund advised by Permira (other than the Permira Funds) has an interest, indirectly holds 168,920 ordinary shares in Just Retirement representing approximately 0.1 per cent. of the existing issued share capital of Just Retirement; and

• save as disclosed above, neither Avalon, nor any directors of Avalon, nor so far as Avalon is aware, any person acting in concert with Avalon has any interest in or right to subscribe for any relevant securities of Just Retirement.  

16.    Management, employees and locations

Avalon attaches great importance to the skills and experience of the existing management and employees of Just Retirement.  Avalon has given assurances to the Just Retirement Directors that, on the Proposal becoming Effective, the existing employment rights, including pension rights, of all Just Retirement Group employees will be observed at least to the extent required by applicable law.  Avalon's plans for Just Retirement do not involve any material change in the conditions of employment of Just Retirement Group employees. Following the Effective Date, the employee resource of the Just Retirement Group will be considered as part of Avalon's overall strategy for Just Retirement and will be reviewed from time to time in light of the on-going requirements of the Just Retirement Group.  Avalon has no current intention to change the location of the Just Retirement Group's places of business.

Tom Cross Brown, Peter Hales, Clifton Melvin, Ralph Peters and Albert Wiegman have agreed to resign on the Effective Date if so requested by Avalon.  It is intended that the existing Actuarial Function Holder will remain in place.

Avalon will appoint to the Avalon Board one of the directors of Just Retirement (Holdings) plc who is considered by the FSA as being independent, subject to such individual's agreement to being appointed to the Avalon Board.

17.    Just Retirement Share Incentive Plans

The Proposal will extend to any Just Retirement Shares unconditionally allotted or issued prior to the Scheme Record Time including shares issued pursuant to the exercise of options granted under the Just Retirement Share Incentive Plans.

An appropriate proposal will be made in due course to participants in the Just Retirement Share Incentive Plans.

18.    Scheme process

It is intended that the Proposal will be implemented by means of a court-sanctioned scheme of arrangement between Just Retirement and the Just Retirement Shareholders under Part 26 of the 2006 Act.  It is proposed that Mr. Fuller will comprise a separate class for the purposes of the Scheme.

The Proposal will involve the cancellation of all of the Just Retirement Shares other than those for which Class A Notes will be issued under the Securities Alternative (the 'Cancelled Shares'). The reserve arising from the cancellation of the Cancelled Shares will be applied in paying up in full such number of new shares in the share capital of Just Retirement as is equal to the Cancelled Shares and issuing the same to Avalon and/or its nominees, in consideration for which and in consideration for the transfer of those Just Retirement Shares for which Class A Notes will be issued under the Securities Alternative, Just Retirement Shareholders will receive consideration on the basis set out in paragraph 2 of this announcement.

For those Just Retirement Shareholders who validly elect to receive the Securities Alternative, the Class A Ordinary Shares, Class A Preference Shares and Class A Notes (comprised in the Securities Alternative) will be issued paid up in full.

The Scheme is subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the further terms and conditions to be set out in the Scheme Circular. In particular, the Scheme requires the approval of Just Retirement Shareholders by the passing of a resolution at the Court Meeting expected to be held in October or November 2009. That resolution must be approved by a majority in number of the Just Retirement Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, and representing not less than three-fourths in value of all Just Retirement Shares which are voted at the Court Meeting (or at any adjournment thereof).  

The Proposal is also conditional, in general terms, upon the European Commission indicating in terms reasonably satisfactory to Avalon that it does not intend to initiate an in-depth investigation under the relevant European anti-trust legislation and also upon the FSA having notified Avalon of its unconditional approval in respect of each person who will acquire control or any additional or increased control over any UK authorised person (for the purposes of the FSMA) which is a member of the Wider Just Retirement Group in connection with the Proposal (or the FSA being treated as having approved the acquisition for the purposes of the FSMA), and such approval remaining in full force and effect and the FSA not having cancelled or varied, and not having notified any proposal to cancel or vary the Part IV permission (within the meaning of section 40(4) of the FSMA) of any of the authorised entities within the Just Retirement Group as they are at the date of this announcement.

Implementation of the Scheme, which must occur by the Long Stop Date unless Avalon and Just Retirement agree (with the consent of the Panel) to a later date, will also require the passing of the Special Resolutions, requiring the approval of Just Retirement Shareholders representing at least three-fourths of the votes cast at the Just Retirement General Meeting, which will be held immediately after the Court Meeting.

Following the Meetings, the Scheme must be sanctioned and the Capital Reduction confirmed by the Court, and will only become effective on delivery to the Registrar of Companies of:

(a)    a copy of the First Court Order sanctioning the Scheme; and

(b)    a copy of the Second Court Order,

and, in the case of the Second Court Order, it being delivered to the Registrar of Companies together with the Statement of Capital and, in relation to the Capital Reduction, if so ordered by the Court in order to take effect, the registration of the Second Court Order and Statement of Capital by the Registrar of Companies.

Upon the Scheme becoming effective, it will be binding on all Just Retirement Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Just Retirement General Meeting.

Further details of the Scheme will be contained in the Scheme Circular, which will be posted to Just Retirement Shareholders as soon as reasonably practicable. It is currently anticipated that the Scheme will become effective in late 2009, subject to satisfaction of the Conditions set out in Appendix 1 to this announcement. Further details on the timetable for the implementation of the Scheme will be set out in the Scheme Circular.

19.    Delisting and re-registration

Prior to the Scheme becoming effective, Just Retirement will make an application to the London Stock Exchange to cancel trading in Just Retirement's ordinary shares on AIM, such cancellation becoming effective on the second Business Day following the Effective Date.

Share certificates in respect of Just Retirement ordinary shares will cease to be valid and should be destroyed on the Effective Date. In addition, entitlements within the CREST system will be cancelled on the Effective Date.

It is intended that Just Retirement be re-registered as a private limited company as part of the Scheme and for this to take effect on the Effective Date.

20.    General

The Proposal will be on the terms and subject to the conditions set out herein and in Appendix 1, and to be set out in the Scheme Circular. The formal Scheme Circular will be sent to Just Retirement Shareholders as soon as reasonably practicable.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Avalon reserves the right to elect to implement the Proposal by way of a takeover offer (as defined in section 974 of the 2006 Act) as an alternative to the Scheme. Any such election by Avalon will require the consent of the Panel. In such event, the takeover offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Proposal as set out in this announcement. In addition, any such takeover offer which relates to Just Retirement Shares will be subject to a 75 per cent. acceptance condition (or such lower percentage as Avalon may, subject to the rules of the Takeover Code and with the consent of the Panel, decide). Under the Langholm Undertakings, Avalon would also require the prior written consent of Langholm to an acceptance condition set at a lower percentage than 75 per cent. and, under the Implementation Agreement, the prior written consent of Just Retirement unless the Independent Directors have withdrawn or modified their recommendation of the Proposal in any respect.

The implications of the Proposal for persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.

Neither the securities comprised in the Units to be issued pursuant to the Securities Alternative nor the Units have been, nor will be, listed on any stock exchange and have not been, and will not be, registered under the US Securities Act or under any laws of any state, district or other jurisdiction, of the United States of America, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of any province or territory of Canada and no prospectus has been, or will be, filed, or registration made, under any securities law of any province or territory of Canada, nor has a prospectus in relation to the Units been, nor will one be, lodged with, or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the Units to be offered in compliance with applicable securities laws of Japan and no regulatory clearances in respect of the Units have been, or will be, applied for in any other jurisdiction. Accordingly, unless an exemption under relevant securities laws is available, the Units are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from the United States of America or any other Securities Alternative Restricted Jurisdiction or to, or for the account or benefit of, any US Person or resident of any other Securities Alternative Restricted Jurisdiction. The Proposal does not constitute an offer of Units in the United States.  

Enquiries:

Permira Advisers LLP Chris Davison	+44 (0)20 7632 1000
Credit Suisse (financial adviser to Avalon and Permira) Zachary Brech, Jim Rushton	+44 (0)20 7888 8888
Just Retirement Tom Cross Brown, Chairman Simon Thomas, Finance Director Shayne Deighton, Chief Actuary	+44 (0)1737 233396
Deutsche Bank (financial adviser and corporate broker to Just Retirement) Michael Lamb, Omar Faruqui James Agnew, Toby Clark (Corporate Broking)	+44 (0)20 7545 8000
Citigate Dewe Rogerson (Public relations adviser to Just Retirement) Michael Berkeley, Ged Brumby	+44 (0)20 7638 9571

APPENDIX 1

CONDITIONS AND FURTHER TERMS OF THE PROPOSAL

The Proposal and the Scheme will comply with the applicable rules and regulations of the FSA, AIM and the Takeover Code, will be governed by English law and will be subject to the jurisdiction of the courts of England. In addition the Proposal and the Scheme will be subject to the terms and conditions set out below and to be set out in the Scheme Circular.

The Proposal will be conditional upon the Scheme becoming Effective by not later than 6pm on the Long Stop Date or such later date (if any) as Avalon and Just Retirement may, with the consent of the Panel, agree and (if required) the Court may approve.

Conditions of the Scheme

1.    The Scheme will be subject to the following Conditions:

(a)    approval of the Scheme by a majority in number representing not less than 75 per cent. in value of Just Retirement Shareholders who are on the register of members of Just Retirement at the Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting (or any adjournment thereof);

(b)    the resolutions required to implement the Scheme being passed at the Just Retirement General Meeting (or any adjournment thereof); and

(c)    the sanction of the Scheme and the confirmation of the Capital Reduction (with or without modification), and the delivery of office copies of the Court Orders and of the Statement of Capital being delivered to the Registrar of Companies and, in relation to the Capital Reduction, if so ordered by the Court in order to take effect, the registration of the Second Court Order and Statement of Capital by the Registrar of Companies.

2.    Just Retirement and Avalon have agreed that, subject to the provisions of paragraph 0 below and the requirements of the Panel in accordance with the Takeover Code, the Scheme will also be conditional upon, and accordingly the necessary actions to make the Proposal Effective will only be taken on, the satisfaction or, where relevant, waiver of the following Conditions:

(a)    (i)    the European Commission making a decision, in terms satisfactory to Avalon, that in connection with the proposed acquisition of Just Retirement by Avalon, or any matter arising therefrom, it will not initiate proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 (the 'Regulation'); 

(ii)    the European Commission indicating, in terms reasonably satisfactory to Avalon, that it does not intend to refer the proposed acquisition, or any aspect of the proposed acquisition, to a competent national authority in accordance with Article 9(1) of the Regulation;

(iii)    in the event of a referral of the proposed acquisition, or any aspect of the proposed acquisition, to a competent authority in accordance with Article 9(1) of the Regulation, and in the event that Avalon waives, in whole or in part, Condition 2(a)(ii) in relation to such referral, such competent authority adopting a decision or providing such other indication of its position as shall be satisfactory to Avalon; and

(iv)    no indication having been made that a European Union or EFTA state may take appropriate measures to protect legitimate interests pursuant to Article 21(4) of the Regulation in relation to the proposed acquisition or any aspect of the proposed acquisition;

(b)    except as Fairly Disclosed in writing, no central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a 'Third Party') having, without the written consent of Avalon, prior to the Effective Date, taken, instituted, implemented or threatened any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order, in each case which would or might reasonably be expected to:

(i)    make the Proposal, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, Just Retirement by any member of the Wider Avalon Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or materially restrain, restrict, delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially impede, challenge, interfere with or require amendment of the Scheme or the acquisition of any such shares or securities by any member of the Wider Avalon Group;

(ii)    require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Avalon Group or by any member of the Wider Just Retirement Group of all or any part of its businesses, assets or property or impose any limitation on the ability of any of them to conduct their businesses (or any part thereof) or to own any of their assets or properties (or any part thereof) to an extent which is material in the context of the Just Retirement Group taken as a whole;

(iii)    impose any limitation on, or result in a delay in, the ability of any member of the Avalon Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Just Retirement or on the ability of any member of the Wider Just Retirement Group or any member of the Avalon Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Just Retirement Group to an extent which is material in the context of the Just Retirement Group taken as a whole;

(iv)    except pursuant to Chapter 3 of Part 28 of the 2006 Act, require any member of the Avalon Group or the Wider Just Retirement Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Just Retirement Group owned by any third party (other than in the implementation of the Scheme);

(v)    require, prevent or materially delay a divestiture by any member of the Avalon Group of any shares or other securities (or the equivalent) in Just Retirement;

(vi)    result in any member of the Wider Just Retirement Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Just Retirement Group taken as a whole;

(vii)    impose any limitation on the ability of any member of the Wider Avalon Group or any member of the Wider Just Retirement Group to integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Avalon Group and/or the Wider Just Retirement Group which is adverse to and material in the context of the Wider Just Retirement Group taken as a whole; or

(viii)    otherwise affect any or all of the business, assets, profits or prospects of any member of the Wider Just Retirement Group or any member of the Wider Avalon Group, in each case in a manner which is adverse to and material in the context of the Wider Just Retirement Group taken as a whole or of the obligations of any members of the Wider Avalon Group taken as a whole in connection with the Proposal,

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed, or been terminated;

(c)    no undertakings or assurances being sought from Avalon, any member of the Wider Avalon Group or any member of the Wider Just Retirement Group by the Secretary of State for Trade and Industry or any other third party, except on terms reasonably satisfactory to Avalon;

(d)    without limitation to Conditions 2(e) and 2(f), the FSA having notified its approval in writing to Avalon, either unconditionally or subject to conditions satisfactory to Avalon, in respect of each person (whether or not a member of the Wider Avalon Group) who will acquire control or any additional or increased control (for the purposes of the FSMA) over any UK authorised person (within the meaning of that Act) which is a member of the Wider Just Retirement Group in connection with the Proposal or the acquisition or proposed acquisition of any shares or other securities in, or control or management of Just Retirement or any other member of the Wider Just Retirement Group by any member of the Wider Avalon Group, or the FSA having been treated as having given such approval by reason of section 189(6) of the FSMA, and such approval remaining in full force and effect; and in respect of each member of the Just Retirement Group which holds a Part IV permission (within the meaning of section 40(4) of the FSMA) at the date of this announcement, neither Just Retirement nor any member of the Just Retirement Group having received notice from the FSA either withdrawing such permission, or varying such permission to an extent which is material in the context of the Just Retirement Group taken as a whole;

(e)    all necessary notifications and filings having been made in connection with the Scheme and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any relevant jurisdiction having been complied with and all Authorisations necessary or appropriate in any jurisdiction for or in respect of the Proposal or the proposed acquisition of any shares or other securities in, or control of, Just Retirement by any member of the Avalon Group having been obtained in terms and in a form reasonably satisfactory to Avalon from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Just Retirement Group has entered into contractual arrangements and all such Authorisations necessary or appropriate to carry on the business of any member of the Wider Just Retirement Group in any relevant jurisdiction having been obtained, in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting period or to comply with such obligation or obtain such Authorisation would be unlawful in any Restricted Jurisdiction or have a material adverse effect on the Wider Just Retirement Group, any member of the Avalon Group or the ability of Avalon to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(f)    except as Fairly Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Just Retirement Group is a party or by or to which any such member or any of its assets is bound or subject which, as a consequence of the Proposal or the proposed acquisition by any member of the Avalon Group of any shares or other securities in Just Retirement or because of a change in the control or management of Just Retirement or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Just Retirement Group taken as a whole or to the obligations of any members of the Avalon Group in connection with the Proposal:

(i)    any monies borrowed by, or any other indebtedness, actual or contingent, or any grant available to any member of the Wider Just Retirement Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)    the rights, liabilities, obligations, interests or business of any member of the Wider Just Retirement Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Just Retirement Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(iii)    any member of the Wider Just Retirement Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Just Retirement Group taken as a whole;

(iv)    any assets or interests of any member of the Wider Just Retirement Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business;

(v)    the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Just Retirement Group;

(vi)    the value of, or the financial or trading position or prospects of, any member of the Wider Just Retirement Group being prejudiced or adversely affected;

(vii)    the creation or acceleration of any liability (actual or contingent) by any member of the Wider Just Retirement Group; or

(viii)    any liability of any member of the Wider Just Retirement Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(g)    since 30 June 2009, except as Fairly Disclosed, no member of the Wider Just Retirement Group having:

(i)    issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save, where relevant, as between Just Retirement and wholly-owned subsidiaries of Just Retirement and save for the issue of Just Retirement Shares on the exercise of options granted before the date of this announcement in the ordinary course and save for the issue of 33,784 Just Retirement Shares to Saga Personal Finance Limited on or around 28 July 2009);

(ii)    recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than to Just Retirement or one of its wholly-owned subsidiaries; 

(iii)    save for transactions between Just Retirement and its wholly-owned subsidiaries, merged with or demerged from or acquired any body corporate, partnership or business or, other than in the ordinary course of business, acquired or disposed of or transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so which, in each case, is material in the context of the Just Retirement Group taken as a whole;

(iv)    save as between Just Retirement and its wholly-owned subsidiaries or between such whollyߛowned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital which is material in the context of the Just Retirement Group taken as a whole; 

(v)    issued, authorised or proposed the issue of any debentures or (save as between Just Retirement and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Just Retirement Group taken as a whole;

(vi)    entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is or is likely to be restrictive on the business of any member of the Wider Just Retirement Group, which is of a long term, unusual or onerous nature or which involves or could reasonably be expected to involve an obligation of a long term, unusual or onerous nature or magnitude and which is, in any such case, material in the context of the Just Retirement Group taken as a whole;

(vii)    entered into or varied the terms of any service agreement with any director or senior employee (meaning any employee whose basic salary exceeds £100,000 gross per annum) of the Wider Just Retirement Group; 

(viii)    proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider Just Retirement Group which is material in the context of the Just Retirement Group taken as a whole;

(ix)    the trustees of the relevant pension scheme having made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors, employees or their dependants or the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis on which the liabilities (including pensions) of such pension schemes are funded or valued, or agreed or consented to any change to the trustees or trustee directors, or proposed, or agreed or entered into, any significant change in the manner in which the assets of any such pension scheme are invested, or to enter into one or more specific bulk annuity contracts in relation to any such pension scheme, or carried out any act which may lead to the commencement of the winding up of the scheme or which could give rise directly or indirectly to a liability arising out of the operation of sections 38 to 56 inclusive of the Pensions Act 2004 in relation to the scheme;

(x)    implemented or effected, or authorised, proposed or announced its intention to implement or effect, any composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) (otherwise than in the ordinary course of business);

(xi)    purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced (save in connection with the Scheme) or, save in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital to an extent which (other than in the case of Just Retirement) is material in the context of the Just Retirement Group;

(xii)    waived or compromised any claim otherwise than in the ordinary course of business;

(xiii)    made any material alteration to its memorandum or articles of association or other incorporation documents which is material in the context of the Just Retirement Group taken as a whole;

(xiv)    (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xv)    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or

(xvi)    entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

(h)    since 30 June 2009, and except as Fairly Disclosed:

(i)    there having been no adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Just Retirement Group to an extent which is material to the Just Retirement Group taken as a whole or which is material to the obligations of any member of the Avalon Group in connection with the Proposal;

(ii)    no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Just Retirement Group or to which any member of the Wider Just Retirement Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Just Retirement Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Just Retirement Group which, in each case, might reasonably be expected materially and adversely to affect the Just Retirement Group taken as a whole;

(iii)    no contingent or other liability having arisen or become known to Avalon which might be likely adversely to affect the business, assets, financial or trading position or profits or prospects of any member of the Wider Just Retirement Group to an extent which is material to the Just Retirement Group taken as a whole; and

(iv)    no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Just Retirement Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and likely adversely to affect the Just Retirement Group taken as a whole;

(i)    since 30 June 2009, except as Fairly Disclosed, Avalon not having discovered:

(i)    that any financial, business or other information concerning the Wider Just Retirement Group publicly disclosed at any time by or on behalf of any member of the Wider Just Retirement Group, which is material in the context of the acquisition of Just Retirement by any member of the Avalon Group, is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading to a material extent;

(ii)    that any member of the Wider Just Retirement Group is subject to any liability, contingent or otherwise which is material in the context of the Just Retirement Group taken as a whole; or

(iii)    any information which affects the import of any information disclosed to Avalon at any time by or on behalf of any member of the Wider Just Retirement Group, and which is material in the context of the Just Retirement Group taken as a whole; and

(j)    in relation to any release, emission, accumulation, discharge, disposal or other fact or circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm human health, no past or present member of the Wider Just Retirement Group, in a manner or to an extent which is material in the context of the Just Retirement Group taken as a whole, (i) having committed any violation of any applicable laws, statutes, regulations, notices or other requirements of any Third Party and/or (ii) having incurred any liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any liability (whether actual or contingent), or being required, to make good, remediate, repair, re-instate or clean up the environment (including any property).

3.    Subject to the requirements of the Panel in accordance with the Takeover Code, Avalon reserves the right to waive, in whole or in part, all or any of the above Conditions, except Conditions 1 and 2(a).

4.    If Avalon is required by the Panel to make an offer for Just Retirement Shares under the provisions of Rule 9 of the Takeover Code, Avalon may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

5.    Avalon reserves the right to elect to implement the Proposal by way of a takeover offer (as defined in section 974 of the 2006 Act) as an alternative to the Scheme. In such event, the Proposal will be implemented on the same terms (subject to appropriate amendments including (without limitation) the inclusion of an acceptance condition set at 75 per cent. (or such lower percentage as Avalon may, subject to the rules of the Takeover Code and with the consent of the Panel, decide) of the shares to which the Proposal relates and those required under applicable law, so far as applicable) as those which would apply to the Scheme. Further, if sufficient acceptances of such offer are received and/or sufficient Just Retirement Shares are otherwise acquired, it is the intention of Avalon to apply the provisions of the 2006 Act to require compulsorily any outstanding Just Retirement Shares to which such offer relates.

6.    The Proposal will lapse if it is referred to the UK Competition Commission before 1.00 p.m. (London time) on or before the later of the date of the Court Meeting and the date of the Just Retirement General Meeting. In such event, Just Retirement will not be bound by the terms of the Scheme.

7.    The Proposal will lapse if the European Commission either initiates proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or makes a referral to a competent authority of the United Kingdom under Article 9(3)(b) of that Regulation and there is a subsequent reference to the UK Competition Commission, in either case before 1.00 p.m. (London time) on or before the later of the date of the Court Meeting and the date of the Just Retirement General Meeting. In such event, Just Retirement will not be bound by the terms of the Scheme.

  APPENDIX 2

SOURCES AND BASES OF INFORMATION

Unless otherwise stated in this announcement:

    1.    the value of the Proposal is calculated on the basis of the fully diluted number of Just Retirement Shares referred to in paragraph 2 below;

2.    the fully diluted share capital of Just Retirement (being 302,134,000 Just Retirement Shares) is calculated on the basis of:

2.1    the number of Just Retirement Shares in issue on 24 September 2009, being the Business Day prior to the date of this announcement, being 296,717,521 Just Retirement Shares; and 

2.2    any further Just Retirement Shares which may be issued on or after the date of this announcement on the exercise of options or vesting of awards under the Just Retirement Share Incentive Plans, amounting in aggregate to a maximum of 5,416,479 Just Retirement Shares.

        For the purposes of this announcement, it is assumed that all options and awards which are 'in the money' under the Just Retirement Share Incentive Plans will be exercised in full over all Just Retirement ordinary shares which are subject to such awards and options and assuming full exercise of all options and awards under the Just Retirement (Holdings) plc Sharesave Scheme;

3.    unless otherwise stated, the financial information relating to Just Retirement is extracted from the Financial Statements; and

4.    unless otherwise stated, all prices for Just Retirement Shares have been derived from the AIM appendix of the Daily Official List and represent Closing Prices on the relevant date(s). 

  APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS

1.    Just Retirement Directors and senior managers

The Just Retirement Directors and senior managers of Just Retirement whose names are set out in column 1 below have given irrevocable undertakings to vote in favour of the resolutions relating to the Proposal at the Meetings in respect of their own beneficial holdings of Just Retirement Shares (or those Just Retirement Shares over which they have control), being the number of Just Retirement Shares set out in column 2 below against their name. In addition, in those irrevocable undertakings, Just Retirement Directors (other than Tom Cross Brown, Peter Hales, Clifton Melvin and Ralph Peters) and senior managers have undertaken to elect for the Securities Alternative in respect of at least the percentage of their Just Retirement Shares set out in column 4 below against their name, including in respect of any Just Retirement Shares acquired on the exercise of options under the Just Retirement Share Incentive Plans. In addition, Shayne Deighton has undertaken to elect for the Securities Alternative in respect of 60 per cent. of any Just Retirement Shares acquired on the exercise of options under the Just Retirement Share Incentive Plans.

1	2	3	4	5
Name	Number of Just Retirement Shares	Percentage of Just Retirement's existing issued share capital	Minimum percentage of Just Retirement Shares held, and of any Just Retirement Shares acquired on the exercise of options under the Just Retirement Share Incentive Plans, in respect of which an election for the Securities Alternative will be made	Minimum number of Just Retirement Shares held in respect of which an election for the Securities Alternative will be made
Tom Cross Brown	33,783	0.011	N/A	N/A
Simon Thomas	320,000	0.108	60	192,000
Peter Hales	12,000	0.004	N/A	N/A
Clifton Melvin	240,874	0.081	N/A	N/A
Ralph Peters	274,372	0.092	N/A	N/A
Chris Berryman	3,760,589	1.267	61	2,293,960
Steven Kyle	3,760,589	1.267	60	2,256,360
David Cooper	405,328	0.137	75	304,000
Bernard Brown	143,590	0.048	65	93,340
TOTAL	8,951,125	3.017	N/A	5,139,660

2.    Michael Fuller

Michael Fuller has given an irrevocable undertaking pursuant to which if he does form a separate class, he will vote in favour of the Proposal at the Court Meeting, and he will (whether or not he forms a separate class) vote in favour of and consent to the Special Resolutions in respect of his beneficial holding of Just Retirement Shares. In addition, this irrevocable undertaking includes an undertaking to elect for the Securities Alternative in respect of at least the percentage of his Just Retirement Shares set out in column 5 below, including in respect of any Just Retirement Shares acquired on the exercise of any options under the Just Retirement Share Incentive Plans.

The details of the irrevocable undertaking are as follows:

Name	Number of Just Retirement Shares	Percentage of Just Retirement's existing issued share capital	Minimum percentage of Just Retirement Shares held, and of any Just Retirement Shares acquired on the exercise of options under the Just Retirement Share Incentive Plans, in respect of which an election for the Securities Alternative will be made	Minimum number of Just Retirement Shares held, and of Just Retirement Shares acquired on the exercise of options under the Just Retirement Share Incentive Plans, in respect of which an election for the Securities Alternative will be made
Michael Fuller	22,563,539	7.604	75	17,087,350

The irrevocable undertaking from Mr. Fuller includes an undertaking to exercise the voting rights attaching to his Just Retirement Shares on a resolution which would assist implementation of the Scheme if it were passed at a general, class or other meeting of the Just Retirement Shareholders, other than a resolution of all Just Retirement Shareholders voting as a single class under section 899(1) of the 2006 Act. 

3.    Other Just Retirement Shareholders

The following Just Retirement Shareholders have given irrevocable undertakings to vote in favour of the resolutions relating to the Proposal at the Meetings in respect of their own beneficial holdings of Just Retirement Shares. The Langholm Undertaking also includes an undertaking not to elect to participate in the Securities Alternative.

Name	Number of Just Retirement Shares	Percentage of Just Retirement's existing issued share capital
Langholm Capital Partners L.P.	150,399,870	50.688
LCP (Guernsey) L.P.	3,177,021	1.071
Langholm Capital LLP on behalf of Langholm Capital LLP Co-Investment Plan	1,551,282	0.523
TOTAL	155,128,173	52.281

These irrevocable undertakings referred to in paragraphs 1-3 of this Appendix 3 all cease to be binding in the following circumstances:

(a)    the Scheme Circular not being posted to Just Retirement Shareholders within 28 days (or such longer period as the Panel may agree being not more than six weeks) after the date of this announcement; or

(b)    the date falling two Business Days after the Scheme lapsing or being withdrawn in accordance with its terms unless before the end of that two Business Day period, Avalon makes a public announcement that it intends to implement the Proposal by way of a takeover offer (as such term is defined in section 974 of the 2006 Act) or otherwise publicly confirming that it does not intend to implement the Proposal by way of a takeover offer or otherwise; or

(c)    the Scheme not becoming effective by 6.00 p.m. on the date falling 130 days from the date of this announcement (or such later time or date as agreed between Avalon and Just Retirement, with the approval of the Court and/or the Panel if required); or

(d)    in the case of the irrevocable undertakings given by the Independent Directors, upon termination of the Implementation Agreement in certain specified circumstances; or

(e)    the date on which Avalon announces that it does not intend to proceed with the Proposal.

In addition, all of the irrevocable undertakings include a commitment to vote against and not accept any Competing Offer.  

4.    General

All the irrevocable undertakings of which details are set out in this Appendix 3 are given in favour of both Avalon and Just Retirement.

APPENDIX 4

DESCRIPTION OF RIGHTS ATTACHING TO THE UNITS

The Securities Alternative comprises Class A Ordinary Shares, Class A Preference Shares and Class A Notes. Each Unit will comprise of 20 Class A Ordinary Shares, 12 Class A Preference Shares and 44 Class A Notes. The rights of the Class A Ordinary Shares and Class A Preference Shares shall be set out in the Avalon Articles. The rights of the Class A Notes shall be set out in the Class A Note Instrument.  

THE CLASS A ORDINARY SHARES AND CLASS A PREFERENCE SHARES

The Avalon Articles to be adopted prior to the Effective Date will contain, amongst other things, provisions to the following effect.

    1.    SHARE CAPITAL

1.1    General

Immediately prior to the Effective Date, Avalon will have issued Class B Ordinary Shares, Class B Preference Shares and Class B Notes. Immediately after the Effective Date, Avalon will also have issued Class A Ordinary Shares, Class A Preference Shares and Class A Notes.  

The Securities Alternative is comprised of Class A Ordinary Shares, Class A Preference Shares and Class A Notes, to be issued in the same proportions as the Class B Ordinary Shares, Class B Preference Shares and Class B Notes issued directly or indirectly to the Permira Funds.

The Class A Ordinary Shares will rank pari passu with the Class B Ordinary Shares, except that the Class A Ordinary Shares will not carry any entitlement to vote, whereas the Class B Ordinary Shares will have one vote per share. The Class A Preference Shares will rank pari passu with the Class B Preference Shares in all respects. 

Notwithstanding any other provision of the Avalon Articles, the Class A Ordinary Shares will at all times have the same nominal value as the Class B Ordinary Shares.

No class of shares in Avalon shall be listed.

Subject to the 2006 Act and other shareholders' rights, shares may be issued with such rights and restrictions as the Avalon Board may decide. Redeemable shares may be issued. Subject to the Avalon Articles, the 2006 Act and other shareholders' rights, unissued shares are at the disposal of the Avalon Board.

1.2    Management Incentivisation Package

Avalon intends to implement a management equity incentivisation package in due course. The size, terms and conditions of the incentivisation package are to be determined by the Avalon Board (in its absolute discretion). Any such package will dilute all holders of share capital in Avalon pro rata. The rights attached to the Class A Shares in the Avalon Articles will provide that the consent of the Class A Shareholders is not required for any transaction in connection with the implementation of any such incentivisation package and a waiver of any dissentient or similar rights they may have.

2.    VOTING RIGHTS; SHAREHOLDER APPROVALS

The Class A Ordinary Shareholders will not be entitled to receive notice of, attend or vote at any general meeting of Avalon.

Each Class B Ordinary Share will have one vote attached to it.

Preference Shareholders will not be entitled to receive notice of, attend or vote at any general meeting of Avalon.

A resolution put to the vote of any general meeting of Avalon shall be decided by way of show of hands unless a poll is demanded, and votes may be given in person or by proxy.

Any matters to be resolved upon by shareholders may also be approved by written resolution of the Class B Ordinary Shareholders.

3.    DIVIDENDS AND DISTRIBUTIONS

3.1    Preference Share dividend

Preference Shareholders shall be entitled to receive a fixed cumulative preferential dividend at a rate of 15 per cent. per annum of the nominal value of the Preference Shares held.

The Preference Share Dividend shall accrue daily and be payable annually every December. The accrued Preference Share Dividend shall be paid in cash or rolled-up (whether to pay in cash or to roll-up is to be at Avalon's option (subject to the prior consent of the Class B Ordinary Shareholders if payment is to be in cash) provided that the same method of payment shall apply to all Preference Shareholders equally).

3.2    General

Avalon may from time to time declare, and make or pay (as appropriate), dividends, distributions and other returns of capital (including any capitalisation or bonus issue) (together, 'distributions') in accordance with the respective rights of its shareholders as described in this Appendix 4, but no distribution shall exceed the amount recommended by the Avalon Board and no dividend shall be paid on the Ordinary Shares whilst there are any arrears of the Preference Share Dividend.

3.3    Restrictions and consents relating to dividends and other distributions

No distribution may be declared, made or paid (as appropriate) to the extent prohibited by any legal or regulatory restriction.

Any declaration, and the making or payment (as appropriate), of a distribution must be approved by the Class B Ordinary Shareholders either: (1) by the consent in writing of Class B Ordinary Shareholders representing a majority of the voting rights of the issued Class B Ordinary Shares; or (2) with the sanction of an ordinary resolution passed by the Class B Ordinary Shareholders.

3.4    Ranking

In respect of their rights to distributions:

(i)    Class A Ordinary Shares will rank equally with Class B Ordinary Shares;

(ii)    Class A Preference Shares will rank equally with Class B Preference Shares; and

(iii)    Preference Shares will rank ahead of Ordinary Shares.

Except insofar as the rights attaching to, or the terms of issue of, any class of share provide otherwise: (i) all distributions shall be declared, and made or paid (as appropriate), according to the nominal amount of the share in respect of which the distribution is made or paid (as appropriate); and (ii) all distributions shall be apportioned and paid pro rata according to the time the share has been in issue during any portion or portions of the period in respect of which the distribution is made or paid (as appropriate), save that all shares issued pursuant to the Proposal shall be deemed to have been issued on the Effective Date for these purposes.

4.    LIQUIDATION OR SALE OF AVALON

4.1    General

On: (i) a liquidation, dissolution or winding-up of Avalon, or return of capital by Avalon; or (ii) the sale of the entire issued share capital of Avalon in a single transaction or a series of related transactions; the assets of Avalon available for distribution or, as appropriate, the proceeds in respect of the transaction (or series of related transactions) shall be distributed (after deduction of any costs and expenses attributable to the relevant transaction (or series of related transactions)), to the extent Avalon is lawfully able to so as follows:

(i)    firstly, to Noteholders, for an amount equal to the principal of their Notes, plus any accrued and unpaid interest on their Notes;

(ii)    secondly, to Preference Shareholders, for an amount equal to the nominal value of their Preference Shares, plus any accrued and unpaid Preference Share Dividend; and 

(iii)    finally, to Ordinary Shareholders pro rata to the nominal amount of their Ordinary Shares.

5.    TRANSFER RIGHTS

5.1    Class A Ordinary Shares and Class A Preference Shares

Interests in the Class A Ordinary Shares and Class A Preference Shares shall be freely transferable subject to:

(i)    the prior written approval of the Avalon Board other than for transfers to Class B Ordinary Shareholders or their nominees; and

(ii)    any transfer of Class A Ordinary Shares always being transferred with a proportionate amount of Class A Preference Shares held by the transferee (and vice versa).

The Avalon Board may require the transferor to provide an indemnity (on terms to be approved by the Avalon Board) in respect of any lost share certificates.  The Avalon Board may also require the transferor to provide to Avalon such documentation and other evidence as to identity in relation to the transferee as the Avalon Board (acting reasonably) may consider necessary.

5.2    Class B Ordinary Shares and Class B Preference Shares

Interests in the Class B Ordinary Shares and Class B Preference Shares shall be freely transferable (subject to the rights of the Class A Shareholders to tag-along as described in paragraph ‎10 of this Appendix 4) save that any transfer of Class B Ordinary Shares must always be transferred with a proportionate amount of Class B Preference Shares held by the transferee (and vice versa).

5.3    General provisions

Any purported transfer made in breach of the above restrictions shall be ineffective and shall be void from the time of the transfer.

For the purposes of this paragraph 5, 'transfer' shall be deemed to mean any transfer, sale, exchange, encumbrance or other form of disposal of any interest of any nature whatsoever (including, without limitation, the transfer of any beneficial interest).

6.    VARIATION OF RIGHTS

All or any of the rights attaching to an existing class of shares may be varied or abrogated:

(i)    in the case of the same variation or abrogation being made to all classes of shares, with the consent in writing of those Class B Ordinary Shareholders representing not less than a majority of the voting rights of the issued Class B Ordinary Shares; and

(ii)    in the case of variation or abrogation being made to one class of shares where the same variation or abrogation is not being made to the other classes of shares, with the consent in writing of the holders of each class that is adversely affected by such variation or abrogation (including the class in respect of which the variation or abrogation is being made), by holders together holding not less than three fourths of the issued shares of such class.

7.    PRE-EMPTION RIGHTS

7.1    Application of pre-emption rights

If it is proposed to issue any securities in Avalon for cash save as required in paragraph 7.2 of this Appendix 4, each holder of Class A Ordinary Shares shall be given an opportunity to subscribe, at the same time or within 20 Business Days following such issue, and on the same terms, for such percentage of the securities to be issued as equates to its pro-rata share of the Ordinary Shares in issue immediately prior to the issue ('Relevant Entitlement') provided that on an issue to a Class A Shareholder the transfer rights of the new securities may be modified in such manner as the Board in good faith considers is necessary to ensure that no prospectus is required. A holder of Ordinary Shares may only subscribe for its Relevant Entitlement if it also subscribes, at the same time, for any corresponding proportion of loan notes, ordinary shares, preference shares, bonds or other securities or debt instruments of Avalon which are issued in a strip with the new securities.

7.2    Exclusions from pre-emption rights

The foregoing pre-emption rights shall not apply to: (i) issuances in respect of any employee share scheme or employee or management incentive arrangements; (ii) the payment of a scrip dividend or a capitalisation issue carried out in accordance with the Avalon Articles; or (iii) issuances in respect of the Capital Increase. 

8.    SALE OR LISTING

The Class A Shareholders will consent to and take any action required by the Avalon Board to effect any Pre-Sale Reorganisation of the share capital of Avalon in anticipation of a Sale or a Listing, if the consequences are that, on such Sale or Listing, the Class A Ordinary Shares will have the same rights as the Class B Ordinary Shares and the Class A Preference Shares will have the same rights as the Class B Preference Shares, and the ratios of Class A Ordinary Shares to Class B Ordinary Shares, and of Class A Preference Shares to Class B Preference Shares, will be the same on such Sale or Listing as prior to the Pre-Sale Reorganisation.

9.    DRAG-ALONG OF CLASS A SHARES

9.1    Application of drag-along rights

Save in the case of a Pre-Sale Reorganisation where the current share structure of Avalon is replicated, if Class B Ordinary Shareholders wish to transfer to a third party (which is not affiliated with Permira) 50 per cent. or more of the issued Class B Ordinary Shares and Class B Preference Shares in a single transaction (or a series of related transactions), then such holders shall be entitled to require that each Class A Shareholder shall transfer all of its holding of Class A Ordinary Shares and Class A Preference Shares to the third party on terms and conditions which are no less favourable (including, without limitation, as to the value, form and time of receipt of the consideration) than those terms and conditions on which the Class B Shareholders will transfer Class B Ordinary Shares and on which the Class B Preference Shareholders will transfer Class B Preference Shares (as appropriate) pursuant to such transaction(s).  The form of consideration shall be considered no less favourable if it includes at the request of the third party an alternative enabling certain management or employees to roll over their interests in Avalon into securities in any member of the third party's group.

The only obligations of the Class A Shareholders shall be to deliver legal and beneficial title to their Class A Shares (together with all rights attaching to them, free from all encumbrances and with such title as the holder actually has) by delivering to Avalon on or before the relevant completion date the required transfer documents and to give customary warranties as to title and capacity. 

9.2    Obligations of Class A Shareholders in connection with drag-along transactions

Subject to the terms and conditions of the drag-along offer complying with the above requirements, the Class A Shareholders shall be required to cooperate in relation to any transaction in respect of which drag-along rights are being exercised and each Class A Shareholder shall waive any dissentient or similar rights it has in connection with such proposed transaction (or series of transactions).

9.3    Drag-along rights (general)

The drag-along provisions shall, if the Permira Funds so determine, take precedence over the tag-along provisions if both the drag-along and tag-along provisions apply to the same transaction (or series of transactions).

10.    TAG-ALONG BY CLASS A SHARES

10.1    Application of tag-along rights

If the Class B Shareholders wish to transfer any Class B Ordinary Shares to a third party (who is not affiliated with Permira) representing 50 per cent. or more of the issued Class B Ordinary Shares and Class B Preference Shares in a single transaction (or a series of related transactions), then the Class B Ordinary Shareholders shall procure that each Class A Shareholder shall have the right to transfer all of its holding of Class A Ordinary Shares and Class A Preference Shares to the third party on terms and conditions which are no less favourable (including as to the value, form and time of receipt of the consideration) than those terms and conditions on which the Class B Shareholders will transfer Class B Ordinary Shares and on which the Class B Preference Shareholders will transfer Class B Preference Shares (as appropriate) pursuant to such transaction(s).  The form of consideration shall be considered no less favourable if it includes at the request of the third party an alternative enabling certain management or employees to roll over their interests in Avalon into securities in any member of the third party's group.

The only obligations of the Class A Shareholders shall be to deliver legal and beneficial title to their Class A Shares (together with all rights attaching to them, free from all encumbrances and with such title as the holder actually has) by delivering to Avalon on or before the relevant completion date the required transfer documents and to give customary warranties as to title and capacity. 

10.2    Obligations of Class A Shareholders in connection with tag-along transactions

Subject to the terms and conditions of the tag-along offer complying with the above requirements, the Class A Shareholders shall be required to consent to any transaction in respect of which tag-along rights are being exercised and each Class A Shareholder and/or holder of Class A Preference Shares shall waive any dissentient or similar rights it has in connection with such proposed transaction (or series of transactions).

11.    RESERVED MATTERS

The Avalon Articles will contain a list of material matters requiring each member of the Avalon Group to obtain the consent of the Class B Ordinary Shareholders prior to undertaking such matters. Shareholders in Avalon will be required to exercise their rights as shareholders to ensure that members of the Avalon Group comply with this obligation, and the list of matters may be modified from time to time with the consent of any Avalon director appointed by the Class B Ordinary Shareholders. 

12.    INFORMATION RIGHTS

Without limiting the power of the Avalon Board to send such information as it considers appropriate to shareholders in Avalon, all Class A Shareholders shall be provided with Just Retirement's quarterly and annual financial statements.

13.    OTHER

Each certificate for a Class A Share will contain or attach a legend which shall advise the holder that the share is subject to the restrictions which are summarised in this Appendix 4 and which will be set out in the Avalon Articles.

DESCRIPTION OF RIGHTS ATTACHING TO NOTES

1.    ISSUER

Class A Notes and Class B Notes will be issued by Avalon.

2.    GUARANTORS

Neither the Class A Notes nor the Class B Notes will be guaranteed by any member of the Avalon Group or any other person.

3.    NOTES TO BE ISSUED

The Notes will be comprised of two tranches: (i) Class A Notes to be issued to Unitholders who make a valid election under the Securities Alternative (subject to such elections being satisfied in accordance with the terms of the Securities Alternative); and (ii) Class B Notes to be issued to or at the direction of the Permira Funds.

The Notes will be issued in registered form in amounts and integral multiples of £0.10.  The Notes will not constitute qualifying corporate bonds.

4.    LISTING

The Notes will not be listed.

5.    PRICE

Class A Notes shall be issued in part consideration of the transfer of Just Retirement Shares under the terms of the Proposal. 

Class B Notes shall be issued for cash at nominal value.

6.    RANKING

The Notes will be unsecured and rank pari passu in right of payment to all existing and future unsubordinated indebtedness of Avalon.

The Class A Notes and the Class B Notes shall rank pari passu and without preference amongst themselves.

The Notes shall rank ahead of Ordinary Shares and Preference Shares both as to income and as to capital.

7.    SECURITY

The Notes will be unsecured.

8.    INTEREST

Interest shall be payable on the Notes at a rate of 10 per cent. per annum of the principal amount of the Notes outstanding.

Interest will accrue quarterly in arrears from the date of issue of the Notes and on each Interest Payment Date will either be paid in cash or will be rolled up (the choice of method of payment to be at Avalon's option (subject to the consent of the Class B Ordinary Shareholders) which may be given by any director appointed to the Avalon Board by the Class B Ordinary Shareholders).

Any rolled over interest shall itself bear interest in accordance with the foregoing and shall, if not previously paid, be paid on redemption of the relevant Notes.

9.    INTEREST PAYMENT DATES

Each 1 March, 1 June, 1 September and 1 December (each being an 'Interest Payment Date'), beginning on the Interest Payment Date falling not less than 180 days after the issue of the Notes.

10.    MATURITY AND REPAYMENT

The Notes will be repaid, if not previously repaid or redeemed, on the earlier of the 10th anniversary of the issue of the Notes, a Listing, Sale, a sale by the relevant member of the Avalon Group of all, or substantially all, of the Avalon Group's business, assets and undertaking, Event of Default (as defined in paragraph 17 of this Appendix 4) or Optional Prepayment (as defined in paragraph 12 of this Appendix 4).

11.    MANDATORY PREPAYMENTS

There will be no mandatory prepayments under the terms of the Notes at the option of the Noteholders save under paragraphs 14 and 15 of this Appendix 4.

12.    OPTIONAL PREPAYMENTS

The Notes will not be redeemed within 6 months of issue (either at the option of Avalon or the Noteholders). Thereafter, prepayments of the Notes at the option of Avalon shall be permitted, in whole or in part, with at least one business day's prior written notice, subject to limitations as to the minimum amounts of prepayments (such prepayment being an 'Optional Prepayment'). Notes which are subject to an Optional Prepayment will be prepaid at a price equal to 100 per cent. of the principal amount thereof plus accrued and unpaid interest to the redemption date. 

13.    TRANSFER RIGHTS

Interests in the Class A Notes shall be freely transferable subject to the prior written approval of the Avalon Board other than for transfers to Class B Ordinary Shareholders or their nominees.  The Avalon Board may require the transferor to provide an indemnity (on terms to be approved by the Avalon Board) in respect of any lost loan note certificates. Avalon may also require the transferring Class A Noteholder to provide to it such documentation and other evidence as to identity as it reasonably considers necessary.

Interests in the Class B Notes shall be freely transferable (subject to the rights of the Class A Noteholders to tag-along as described in paragraph 15 of this Appendix 4).

Any purported transfer made in breach of the above restrictions shall be ineffective and will be void from the time of transfer.

The restrictions applying to the Class A Notes under this paragraph ‎13 may be disapplied by resolution of the Avalon Board.

For the purposes of this paragraph ‎13, 'transfer' shall be deemed to mean any transfer, sale, exchange, encumbrance or other form of disposal of any interest of any nature whatsoever (including, without limitation, the transfer of any beneficial interest).

14.    DRAG-ALONG RIGHTS

Save in the case of a Pre-Sale Reorganisation where the current share structure of Avalon is replicated, if Class B Noteholders wish to transfer to a third party (which is not affiliated with Permira) 50 per cent. or more of the issued Class B Notes in a single transaction (or a series of related transactions), then such holders shall be entitled to require that each Class A Noteholder shall transfer all of its holding of Class A Notes to the third party on terms and conditions which are no less favourable (including, without limitation, as to the value, form and time of receipt of the consideration) than those terms and conditions on which the Class B Noteholders will transfer Class B Notes pursuant to such transaction(s).  The form of consideration shall be considered no less favourable if it includes at the request of the third party an alternative enabling certain management or employees to roll over their interests in Avalon into securities in any member of the third party's group.  As an alternative to transfer, Avalon shall (if required by any Noteholder) redeem the Class A Notes, and the terms and conditions of the transfer shall apply mutatis mutandis to any such redemption.

The only obligations of the Class A Noteholders shall be to deliver legal and beneficial title to their Class A Notes (together with all rights attaching to them, free from all encumbrances and with such title as the holder actually has) by delivering to Avalon on or before the relevant completion date the required transfer documents and to give customary warranties as to title and capacity. 

15.    TAG-ALONG RIGHTS

If the Class B Noteholders wish to transfer any Class B Notes to a third party (who is not affiliated with Permira) representing 50 per cent. or more of the issued Class B Notes in a single transaction (or a series of related transactions), then each Class A Noteholder shall have the right to transfer all of its holding of Class A Notes to the third party on terms and conditions which are no less favourable (including, without limitation, as to the value, form and time of receipt of the consideration) than those terms and conditions on which the Class B Noteholders will transfer Class B Notes pursuant to such transaction(s).  The form of consideration shall be considered no less favourable if it includes at the request of the third party an alternative enabling certain management or employees to roll over their interests in Avalon into securities in any member of the third party's group.  As an alternative to transfer, Avalon shall (if required by any Noteholder) redeem the Class A Notes, and the terms and conditions of the transfer shall apply mutatis mutandis to any such redemption.

The only obligations of the Class A Noteholders shall be to deliver legal and beneficial title to their Class A Notes (together with all rights attaching to them, free from all encumbrances and with such title as the holder actually has) by delivering to Avalon on or before the relevant completion date the required transfer documents and to give customary warranties as to title and capacity. 

16.    COVENANTS

The Notes will contain no financial covenants.

17.    EVENTS OF DEFAULT

The Notes will contain customary events of default in relation to: (i) non-payment of any amount of interest or principal; (ii) insolvency-related events; and (iii) material change in or cessation of business of an Avalon Group Company or threat to do the same (each being an 'Event of Default').

18.    ENFORCEMENT OF RIGHTS

A Noteholder may not proceed directly against Avalon to enforce its rights under the Notes in respect of an Event of Default unless either (i) the holders of one-quarter of the Class A Notes consents to such enforcement; or (ii) the holders of a majority of the Class B Notes proceeds against Avalon to enforce its rights in respect of the same matter.

19.    WITHHOLDING

All payments on the Notes shall be made without withholding or deduction for, or on account of, any present or future taxes or duties except as required by applicable law.  Avalon will not be obliged to pay any additional amounts to Noteholders in respect of any amounts required to be so withheld or deducted. Under current law in the United Kingdom, interest on the Notes will be subject to withholding tax at the rate of 20 per cent., subject to reduction or exemption under any applicable double tax treaty.

20.    GOVERNING LAW AND FORUM

The Notes will be governed by, and construed in accordance with, the laws of England and Wales, and each Noteholder will submit to the jurisdiction of the Court.

APPENDIX 5

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

'2006 Act'	the Companies Act 2006, as amended from time to time
'Actuarial Function Holder'	the individual who is the actuarial function holder for the Just Retirement Group, currently being Paul Whitlock of Towers, Perrin, Forster & Crosby, Inc.
'AIM'	the Alternative Investment Market of the London Stock Exchange
'Annual Report and Accounts'	the annual report and audited accounts of Just Retirement for the year ended 30 June 2008
'associated undertaking'	shall be construed in accordance with paragraph 19 of Schedule 6 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations)
'Authorisations'	authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals
'Avalon Articles'	the articles of association of Avalon
'Avalon Board'	the board of directors of Avalon
'Avalon Group'	Avalon, its subsidiaries and its subsidiary undertakings and where the context permits, each of them
'Avalon Group Company'	Avalon and its subsidiary undertakings from time to time
'Business Day'	a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business
'Capital Increase'	a £25 million capital injection into Just Retirement, funded ultimately by the Permira Funds through their nominees subscribing for further Class B Shares and Class B Notes issued by Avalon, and the subsequent issue of further ordinary shares in Just Retirement to Avalon
'Capital Reduction'	the reduction of Just Retirement's share capital associated with the cancellation and extinguishing of the Just Retirement Shares provided for by the Scheme under section 645 of the 2006 Act
'Cash Consideration'	the cash consideration due to Just Retirement Shareholders under the Proposal
'Class A Notes'	the unlisted class A loan notes of £0.10 which may be issued by Avalon pursuant to the Securities Alternative, the terms of which are summarised in Appendix 4 to this announcement, and 'Class A Noteholders' shall be construed accordingly
'Class A Ordinary Shares'	the unlisted class A shares of £0.10 each which may be issued by Avalon pursuant to the terms of the Securities Alternative, the terms attaching to which are summarised in Appendix 4 to this announcement, and 'Class A Ordinary Shareholders' shall be construed accordingly
'Class A Preference Shares'	the cumulative redeemable class A preference shares of £0.10 each which may be issued by Avalon pursuant to the terms of the Securities Alternative, the terms of which are summarised in Appendix 4 to this announcement, and 'Class A Preference Shareholders' shall be construed accordingly
'Class A Shares'	the Class A Ordinary Shares and Class A Preference Shares, and 'Class A Share' and 'Class A Shareholder' shall be construed accordingly
'Class B Notes'	the unlisted class B loan notes of £0.10 issued or to be issued by Avalon to (or at the direction of) the Permira Funds, and 'Class B Noteholders' shall be construed accordingly
'Class B Ordinary Shares'	the unlisted class B shares of £0.10 each issued or to be issued by Avalon to (or at the direction of) the Permira Funds, and 'Class B Ordinary Shareholders' shall be construed accordingly
'Class B Preference Shares'	the cumulative redeemable class B preference shares of £0.10 each to be issued by Avalon to (or at the direction of) the Permira Funds, and 'Class B Preference Shareholders' shall be construed accordingly
'Class B Shares'	the Class B Ordinary Shares and Class B Preference Shares, and 'Class B Share' and 'Class B Shareholder' shall be construed accordingly
'Closing Price'	the closing middle market price of a Just Retirement Share as derived from the AIM Appendix of the Daily Official List on any particular date
'Competing Offer'	means an offer or possible offer (whether or not on a pre-conditional basis), scheme of arrangement, merger or business combination, recapitalisation or other transaction relating to Just Retirement (including, for the avoidance of doubt, any transaction involving a dual listed company structure and any arrangement between Just Retirement and all or some of its members), in each case which would have the effect of vesting more than 50 per cent. of the voting rights in Just Retirement in a third party which is or is to be announced, made or entered into by a person (other than Avalon) who is not acting in concert with Avalon for the purposes of the Takeover Code
'Conditions'	the conditions to the implementation of the Proposal which are set out in Appendix 1 to this announcement
'Court'	the High Court of Justice of England and Wales
'Court Meeting'	the meeting(s) of Just Retirement Shareholders to be convened at the direction of the Court pursuant to Part 26 of the 2006 Act at which a resolution will be proposed to approve the Scheme, including any adjournment thereof
'Court Orders'	the First Court Order and the Second Court Order
'Credit Suisse'	Credit Suisse Securities (Europe) Limited
'CREST'	the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in CREST)
'Daily Official List'	the daily official list of the London Stock Exchange
'Deutsche Bank'	Deutsche Bank AG (London Branch)
'Effective'	in the context of the Proposal: (i) if the Proposal is implemented by way of the Scheme, the Scheme having become effective in accordance with its terms; or (ii) if the Proposal is implemented by way of a takeover offer (as defined in section 974 of the 2006 Act), the takeover offer having been declared or having become unconditional in all respects in accordance with the requirements of the Takeover Code
'Effective Date'	the date on which the Proposal becomes Effective
'EFTA state'	Iceland, the Principality of Liechtenstein and the Kingdom of Norway
'Euroclear'	Euroclear UK & Ireland Limited
'EU'	European Union
'Excluded Shares'	any Just Retirement Shares beneficially owned by Avalon or any subsidiary undertaking of Avalon immediately prior to the Scheme Record Time
'Fairly Disclosed'	fairly disclosed in the Annual Report and Accounts or the Financial Statements, or as publicly announced by or on behalf of Just Retirement through (i) a Regulatory Information Service after 30 June 2008 and before the date of this announcement or (ii) the publication of such information on the main website maintained by Just Retirement before the date of this announcement, or as fairly disclosed by Just Retirement or any of its professional advisers, including but not limited to any of its legal advisers and any of its financial advisers, to a member of the Avalon Group or any of its professional advisers, including but not limited to any of its legal advisers and any of its financial advisers, before the date of this announcement
'Financial Statements'	the unaudited financial statements of Just Retirement for the year ended 30 June 2009 announced by Just Retirement on the same date as this announcement
'First Court Order'	the order of the Court sanctioning the Scheme under Part 26 of the 2006 Act
'FSA'	Financial Services Authority
'FSMA'	the Financial Services and Markets Act 2000, as amended from time to time
'Implementation Agreement'	the implementation agreement between Avalon and Just Retirement dated 25 September 2009
'Independent Directors'	Tom Cross Brown, Peter Hales, Clifton Melvin, Ralph Peters, Bert Wiegman, Simon Thomas and Shayne Deighton, being all of the Just Retirement Directors other than Michael Fuller
'Just Retirement Board'	the board of Just Retirement Directors
'Just Retirement Directors'	the directors of Just Retirement
'Just Retirement General Meeting'	the general meeting of Just Retirement Shareholders to be convened to consider and if thought fit pass, inter alia, the Special Resolutions in relation to the implementation of the Scheme
'Just Retirement Group'	Just Retirement, its subsidiaries and its subsidiary undertakings and where the context permits, each of them
'Just Retirement Share(s)'	the ordinary shares of £0.01 each in the share capital of Just Retirement which are:
	unconditionally allotted or issued and fully paid as at the date of the Scheme Circular;
	(if any) issued after the date of the Scheme Circular but before the Voting Record Time; and
	(if any) issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme,
	in each case other than the Excluded Shares
'Just Retirement Shareholders'	holders of Just Retirement Shares
'Just Retirement Share Incentive Plans'	Just Retirement (Holdings) plc Sharesave Scheme; Just Retirement (Holdings) plc Performance Share Plan; and Just Retirement (Holdings) plc Company Share Option Plan
'Langholm'	Langholm Capital Partners L.P., LCP (Guernsey) L.P. and Langholm Capital LLP Co-Investment Plan
'Langholm Undertakings'	the irrevocable undertakings dated 25 June 2009 given by Langholm Capital Partners L.P., LCP (Guernsey) L.P. and Langholm Capital LLP Co-Investment Plan or on their behalf, to vote in favour of the Proposal and vote against any Competing Offer
'Listing'	the admission to trading or permission to deal on any investment exchange becoming effective in accordance with the laws, rules and regulations of the relevant jurisdiction in relation to any equity securities of the relevant member of the Avalon Group
'London Stock Exchange'	London Stock Exchange plc or its successor
'Long Stop Date'	the date falling 130 days after publication of the Scheme Circular
'Meetings'	the Court Meeting and the General Meeting
'Noteholders'	the holders of Notes
'Notes'	the Class A Notes and the Class B Notes
'Offer Period'	the period commencing on (and including) 10 November 2008
'Ordinary Shareholders'	the holders of Ordinary Shares
'Ordinary Shares'	the Class A Ordinary Shares and the Class B Ordinary Shares
'Panel'	the Panel on Takeovers and Mergers
'Permira'	Permira Advisers LLP
'Permira Funds'	P4 Sub Continuing L.P.1, Permira IV Continuing L.P.2, P4 Co-Investment L.P. and Permira Investments Limited
'pounds' or '£'	UK pounds sterling, the lawful currency of the UK
'Preference Share Dividend'	the fixed cumulative preferential dividend at a rate of 15 per cent. per annum payable to Preference Shareholders
'Preference Shareholder'	the holders of Preference Shares
'Preference Shares'	the Class A Preference Shares and the Class B Preference Shares
'Pre-Sale Reorganisation'	any reorganisation involving Avalon or its share or debt capital in preparation for a Sale or Public Offering
'Proposal'	the proposed acquisition by Avalon of the entire issued share capital of Just Retirement by means of the Scheme (and other matters to be considered at the Meetings), or should Avalon so elect (and subject to the consent of the Panel), by means of a takeover offer made by or on behalf of Avalon for the entire issued share capital of Just Retirement
'Public Offering'	any Listing or sale or offer for sale of equity securities of any member of the Avalon Group to the public in an offering under the laws, rules and regulations of the relevant jurisdiction
'Registrar of Companies'	the Registrar of Companies in England and Wales
'Regulations'	the Uncertificated Securities Regulations 2001
'Regulatory Information Service'	any information service authorised from time to time by the FSA for the purpose of disseminating regulatory announcements
'Restricted Jurisdiction'	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Proposal is sent or made available to Just Retirement Shareholders in that jurisdiction
'Sale'	a transfer of equity securities in Avalon (whether through a single transaction or a series of related transactions) which would, if registered, result at the end of the transaction or the series of transactions, as the case may be, in a person (alone or together with any other person connected with him or with whom he has an arrangement or agreement regarding the ownership of securities or the control of the voting rights attaching thereto) other than Permira and its affiliates, controlling Avalon
'Scheme'	the proposed scheme of arrangement under Part 26 of the 2006 Act between Just Retirement and the Just Retirement Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Just Retirement and Avalon
'Scheme Circular'	the document to be sent to Just Retirement Shareholders and persons with information rights containing, amongst other things, the Scheme and notices of the Meetings and proxy forms in respect of the Meetings
'Scheme Record Time'	6.00 p.m. on the Business Day immediately prior to the date of the Second Court Hearing
'Second Court Hearing'	the hearing by the Court of the claim form to confirm the Capital Reduction under section 645 of the 2006 Act and to authorise the re-registration of Just Retirement as a private limited company under section 651 of the 2006 Act
'Second Court Order'	the order of the Court confirming the Capital Reduction and authorising the re-registration of Just Retirement as a private company under section 651 of the 2006 Act
'Securities Alternative'	the proposal under which the Just Retirement Shareholders (other than certain overseas shareholders) may elect to receive 1 Unit for every 10 Just Retirement Shares held
'Securities Alternative Restricted Jurisdiction'	any jurisdiction in which an offer of Units would constitute a violation of relevant laws or require registration of the Units
'Special Resolutions'	the special resolution to be considered at the Just Retirement General Meeting requiring the approval of Just Retirement Shareholders representing at least three-fourths of the votes cast at the Just Retirement General Meeting
'Statement of Capital'	the statement of capital (approved by the Court) showing with respect to Just Retirement's share capital, as altered by the Second Court Order confirming the Capital Reduction, the information required by section 649 of the 2006 Act
'subsidiary', 'subsidiary undertaking' and 'undertaking'	shall be construed in accordance with the 2006 Act
'Takeover Code'	the City Code on Takeovers and Mergers
'UK' or 'United Kingdom'	United Kingdom of Great Britain and Northern Ireland
'Unit'	20 Class A Ordinary Shares, 12 Class A Preference Shares and 44 Class A Notes, in respect of which it is not intended to seek a public quotation on any recognised investment exchange or other market
'Unitholder'	the holders of Units
'US Person'	a US person as defined in Regulation S under the US Securities Act
'US Securities Act'	the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
'Voting Record Time'	6.00 p.m. on the Business Day immediately prior to the Meetings or if the Court Meeting is adjourned, 6.00 p.m. on the Business Day before the date of such adjourned meeting
'Wider Avalon Group'	Avalon Group and associated undertakings and any other body corporate, partnership, joint venture or person in which Avalon and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent
'Wider Just Retirement Group'	Just Retirement and associated undertakings and any other body corporate, partnership, joint venture or person in which Just Retirement and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent

All times referred to are London time unless otherwise stated.

ENDOFFEASNSAESNEEE