Merger Update - completion

RNS Number : 9828T

Just Retirement Group PLC

04 April 2016

 

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

FOR IMMEDIATE RELEASE

4 April 2016

Just Retirement Group plc ("Just Retirement")

Partnership Assurance Group plc ("Partnership Assurance")

Scheme of arrangement becomes Effective

Just Retirement and Partnership Assurance are pleased to announce that the scheme of arrangement (the "Scheme") by which the recommended all-share merger between Just Retirement and Partnership Assurance (the "Merger") is being effected has become Effective in accordance with its terms, following the sanction of the Scheme by the High Court of Justice in England and Wales on 1 April 2016 and the delivery of the sanction court order to the Registrar of Companies earlier today.  The entire issued share capital of Partnership Assurance is now owned by Just Retirement. 

Admission of the New Just Retirement Shares and De-listing of Partnership Assurance

Scheme Shareholders on the register of Partnership Assurance at the Scheme Record Time, being 6.00pm on 1 April 2016, will receive 0.834 New Just Retirement Shares for each Scheme Share held.

It is expected that the following will take place at 8.00 a.m. today:

·     the admission of 368,376,421 New Just Retirement Shares to (i) the premium listing segment of the Official List of the Financial Conduct Authority and (ii) trading on the London Stock Exchange's main market for listed securities (the "Admission"); and

·     the cancellation of admission of all Partnership Assurance Shares to (i) the premium listing segment of the Official List of the Financial Conduct Authority and (ii) trading on the London Stock Exchange's main market for listed securities (the "De-listing").

At such time, Just Retirement will have in issue 932,773,823 ordinary shares of 10 pence each, all of which will be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities.  All of Just Retirement's ordinary shares rank pari passu in all respects, including in relation to the right to receive dividends and other distributions declared, made or paid on such shares, and each ordinary share carries the right to one vote in relation to all circumstances at general meetings of Just Retirement.

Just Retirement does not hold any ordinary shares in treasury.  Therefore, at such time, the total number of voting rights in Just Retirement will be 932,773,823, which figure may be used by holders of ordinary shares in Just Retirement as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, Just Retirement under the Financial Conduct Authority's Disclosure and Transparency Rules.

The change of TIDM of Just Retirement from JRG to JRP will be effective from 8.00 a.m. today. The ISIN and SEDOL numbers for the Just Retirement shares will remain unchanged, being ISIN GB00BCRX1J15 and SEDOL BCRX1J1 respectively. 

It is expected that a further announcement will be made later today when the change of name of Just Retirement to JRP Group plc has taken effect.

Board of the Combined Group

Just Retirement is pleased to announce that, upon the Admission taking place at 8.00 a.m. today, the Board of Just Retirement will be as follows:

Executive directors:

Rodney Cook (Group Chief Executive Officer)

David Richardson* (Deputy Group Chief Executive Officer)

Simon Thomas (Group Chief Financial Officer)

Non-executive directors:

Chris Gibson-Smith* (Chairman)

Tom Cross Brown (Deputy Chairman)

Keith Nicholson (Senior Independent Director)

Paul Bishop*

Peter Catterall* (Cinven nominated director)

Ian Cormack*

Michael Deakin

James Fraser (Avallux nominated director)

Steve Melcher

Clare Spottiswoode*

Shayne Deighton and Kate Avery will step down from the Board of Just Retirement with effect from 8.00 a.m. today.

*These appointments are effective from 8.00 a.m. today.  There is no further information required to be disclosed under paragraph 9.6.13 of the Financial Conduct Authority's Listing Rules in respect of each of these appointments other than as already stated in the prospectus published by Just Retirement on 28 September 2015, except in respect of Ian Cormack, who is also a non-executive director of Hastings plc, and in respect of Clare Spottiswoode, who is the chairman of FlowGroup plc.

Financial Year End

Just Retirement announces that, following completion of the Merger, it will change its accounting reference date from 30 June to 31 December.  As a result of the change, Just Retirement will announce its unaudited interim results for the period ending 30 June 2016 by 30 September 2016, and its audited results for the 18 months ending 31 December 2016 by 30 April 2017.

Unless otherwise defined, all capitalised terms in this announcement have the same meaning as those contained in the scheme document published by Partnership Assurance on 5 November 2015.

Enquiries:

Just Retirement

Investors:	Media:
James Pearce Group Director of Strategy & Investor Relations [phone]	Stephen Lowe Group Communications Director [phone]	Temple Bar Advisory Alex Child Villiers [phone] William Barker [phone]

Financial Advisors

Barclays (Lead financial adviser and, for the purposes of the Merger, corporate broker to Just Retirement)
Michael Lamb	[phone]
Derek Shakespeare	[phone]
Barry Meyers	[phone]

Fenchurch (Financial adviser to Just Retirement)
Malik Karim	[phone]
Chris Deville	[phone]

Deutsche Bank (Corporate broker to Just Retirement)
Claire Brooksby	[phone]

Nomura (Corporate broker to Just Retirement)
Andrew Forrester	[phone]
Ed Skilton	[phone]

Partnership Assurance

Investors:	Media:
Katherine Jones Director of Investor Relations [phone]	Jim Boyd Director of Corporate Affairs [phone]	Citigate Dewe Rogerson Grant Ringshaw [phone] Shabnam Bashir [phone]

Financial Advisors

Evercore (Lead financial adviser to Partnership Assurance)
Andrew Sibbald	[phone]
Nick Chapman	[phone]

J.P. Morgan Cazenove (Financial adviser and corporate broker to Partnership Assurance)
Conor Hillery	[phone]
Mike Collar	[phone]

Morgan Stanley (Financial adviser and corporate broker to Partnership Assurance)
Matt Cannon	[phone]
Ben Grindley	[phone]

Important notices

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Notice with respect to financial advisers

Barclays Bank PLC, acting through its investment bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Just Retirement and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Just Retirement for providing the protections afforded to clients of Barclays, or for giving advice in connection with the matters referred to in this announcement or any matter referred to herein.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for Just Retirement and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Just Retirement for providing the protections afforded to clients of Fenchurch, or for giving advice in connection with the matters referred to in this announcement or any matter referred to herein.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority.

Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany, Local Court of Frankfurt am Main, HRB No. 30 000; Branch Registration in England and Wales BR000005 and Registered Address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG, London Branch is a member of the London Stock Exchange. (Details about the extent of our authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available on request or from www.db.com/en/content/eu_disclosures.htm.)

Deutsche Bank AG, acting through its London branch ("Deutsche Bank"), is acting as a corporate broker to Just Retirement and no other person in connection with this announcement or its contents. Deutsche Bank will not be responsible to any person other than Just Retirement for providing any of the protections afforded to clients of Deutsche Bank, nor for providing any advice in relation to any matter referred to herein. Without limiting a person's liability for fraud, neither Deutsche Bank nor any of its subsidiary undertakings, branches or affiliates nor any of its or their respective directors, officers, representatives, employees, advisers or agents 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 Deutsche Bank in connection with this announcement, any statement contained herein or otherwise.

Nomura International Plc ("Nomura"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for Just Retirement and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Just Retirement for providing the protections afforded to clients of Nomura, or for giving advice in connection with the matters referred to in this announcement or any matter referred to herein.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Partnership Assurance and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Partnership Assurance for providing the protections afforded to clients of Evercore, or for giving advice in connection with the matter referred to in this announcement or any matter referred to herein.

J.P. Morgan Limited ("J.P. Morgan Cazenove"), which conducts its UK investment banking business as J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Partnership Assurance and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Partnership Assurance for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement, the contents of this announcement or any other matter referred to herein.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised and regulated by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Partnership Assurance and no one else in connection with the matters referred to in this announcement, and Morgan Stanley, its affiliates and its and their respective directors, officers, employees and agents will not be  responsible to anyone other than Partnership Assurance for providing the protections afforded to its and their clients or for providing advice in relation to the matters referred to in this announcement, the contents of this announcement or any other matter referred to herein.

Publication of this announcement

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Just Retirement's website at www.justretirementgroup.com and on Partnership Assurance's website at www.partnership-group.com, by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

 

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