Form 8 (OPD) JRG

RNS Number : 6833V
Just Retirement Group PLC
11 August 2015
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Just Retirement Group plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.


(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Just Retirement Group plc

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

     The latest practicable date prior to the disclosure

10 August 2015

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

YES

If YES, specify which:

Partnership Assurance Group plc (Offeree)

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary Shares of 10 pence each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0

Nil

0

(2) Cash-settled derivatives:

 

Nil

0

Nil

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

0

Nil

0

 

     TOTAL:

Nil

0

Nil

0

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

Nil

Details, including nature of the rights concerned and relevant percentages:


 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

Interest in Just Retirement Group plc's ordinary shares held by the directors of Just Retirement Group plc and their close relatives and related trusts

 

Class of relevant securities:

Ordinary shares of 10 pence each

Name

Number of Just Retirement shares held

%

Rodney Cook

2,708,944*

0.54

Simon Thomas

1,030,610*

0.21

Shayne Deighton

1,157,465*

0.23

Tom Cross Brown

655,054

0.13

Keith Nicholson

28,084

0.01

Kate Avery

44,444

0.01

Michael Deakin

20,000

0.00

Mrs B Thomas**

    942***

0.00

Total

5,645,543

1.13

* In each case, this includes 1,570 shares held in the Share Incentive Plan ("SIP") trust

** Mrs B Thomas is the wife of Simon Thomas

*** Shares held in the SIP trust

 

Options over Just Retirement Group plc shares held by the directors of Just Retirement Group plc and their close relatives and related trusts

 

Class of relevant securities:

Ordinary shares of 10 pence each

Name

Scheme

Number of Just Retirement shares

%

Rodney Cook

Long Term Incentive Plan ("LTIP")

1,304,693

0.26

Save As You Earn ("SAYE")

14,876

0.00

Deferred Share Bonus Plan ("DSBP")

128,595

0.03

Simon Thomas

LTIP

576,628

0.12

SAYE

14,876

0.00

DSBP

72,788

0.01

Mrs B Thomas

SAYE

4,462

0.00

Shayne Deighton

LTIP

576,628

0.12

SAYE

24,793

0.00

DSBP

67,802

0.01

 

Interest in Just Retirement Group plc's ordinary shares held by other concert parties of Just Retirement Group plc

 

Class of relevant securities:

Ordinary shares of 10 pence each

Name of concert party

Number of Just Retirement shares held

%

Avallux S.á.r.l (100% owned by Permira IV Fund)

261,788,257

52.27

 

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

11 August 2015

Contact name:

Martin Smith

Telephone number:

01737233296

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.


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