Merger Update- UKLA approves Shareholder Circular

RNS Number : 9188R

Just Retirement Group PLC

14 March 2016

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW JUST RETIREMENT SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED ON 28 SEPTEMBER 2015 (AS SUPPLEMENTED BY THE SUPPLEMENTARY PROSPECTUS PUBLISHED ON 14 MARCH 2016), THE JUST RETIREMENT CIRCULAR PUBLISHED ON 14 MARCH 2016 OR THE PARTNERSHIP ASSURANCE SCHEME DOCUMENT PUBLISHED ON 5 NOVEMBER 2015 (AS SUPPLEMENTED BY THE PARTNERSHIP ASSURANCE SUPPLEMENTARY SCHEME DOCUMENT PUBLISHED ON 14 MARCH 2016) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

14 March 2016

Just Retirement Group plc ("Just Retirement")

Partnership Assurance Group plc ("Partnership Assurance")

 Update re Merger and Publication of Circular, Supplementary Prospectus and Supplementary Scheme Document

Just Retirement and Partnership Assurance announce an update to ‎their recommended ‎all-share merger (the "Merger") to create JRP Group plc. 

Just Retirement Circular

Just Retirement confirms that the UK Listing Authority has today approved its shareholder circular in relation to the Merger (the "Circular"). Accordingly, Just Retirement Shareholders will shortly receive a copy of the Circular, together with certain other ancillary document(s). The Circular includes the notice of the Just Retirement General Meeting and details of the action to be taken by the Just Retirement Shareholders to vote on the resolutions required to approve and implement the Merger and related matters. A form of proxy for use in respect of the Just Retirement General Meeting will be sent to Just Retirement Shareholders together with the Circular.

The Just Retirement General Meeting will be held at 10.00 a.m. on 30 March 2016 at Reigate Town Hall, Castlefield Road, Reigate, Surrey, RH2 0SH.

Partnership Assurance Supplementary Scheme Document and the Partnership Assurance Court Meeting and General Meeting

The Partnership Assurance Scheme Document was posted to the Partnership Assurance Shareholders on 5 November 2015 (the "Scheme Document"), together with, amongst other document(s), a copy of the Prospectus published by Just Retirement on 28 September 2015 (the "Prospectus"). Partnership Assurance Shareholders will shortly receive a copy of a supplementary scheme document (the "Supplementary Scheme Document"), which updates certain matters detailed in the Scheme Document and includes the notice of the reconvened Partnership Assurance Court Meeting and the reconvened Partnership Assurance General Meeting and details of the action to be taken by the Partnership Assurance Shareholders to vote on the resolutions required to approve and implement the Merger and related matters. The Partnership Assurance Shareholders will also receive a copy of the Supplementary Prospectus (as detailed below).

The Partnership Assurance Court Meeting will take place at 12.00 p.m. on 30 March 2016 and the Partnership Assurance General Meeting will take place at 12.15 p.m. on 30 March 2016 (or shortly after the conclusion of the adjourned Partnership Assurance Court Meeting), at the Andaz Hotel, 40 Liverpool Street, London EC2M 7QN.

Just Retirement Supplementary Prospectus

The Prospectus was published by Just Retirement on 28 September 2015. Following the publication of the unaudited interim results of Just Retirement for the six months ended 31 December 2015 and the audited results of Partnership Assurance for the year ended 31 December 2015 on 11 March 2016, Just Retirement confirms that the UK Listing Authority has today approved its supplementary prospectus in relation to the Merger (the "Supplementary Prospectus"). The Supplementary Prospectus will shortly be available for inspection on the National Storage Mechanism at: www.morningstar.co.uk/uk/NSM and on the Company's website at: www.justretirementgroup.com/investors.

Expected timetable for the Merger

The Merger remains subject to the satisfaction of the remaining conditions to the Merger. The Merger is expected to complete on 4 April 2016.

The expected timetable and principal events is as follows:

Event	Time and Date
Publication of Just Retirement Circular, Partnership Assurance Supplementary Scheme Document and Just Retirement Supplementary Prospectus	14 March 2016
Latest time for receipt of Just Retirement Forms of Proxy/ CREST Proxy Instructions for the Just Retirement General Meeting	10.00 a.m. on 24 March 2016
Voting Record Time for the Just Retirement General Meeting	6 p.m. on 24 March 2016
Latest time for receipt of white Forms of Proxy/CREST Proxy Instructions for the Partnership Assurance Court Meeting	12:00 p.m. on 24 March 2016
Latest time for receipt of blue Forms of Proxy/CREST Proxy Instructions for the Partnership Assurance General Meeting	12:15 p.m. on 24 March 2016
Just Retirement General Meeting	10.00 a.m. on 30 March 2016
Partnership Assurance Court Meeting	12.00 p.m. on 30 March 2016
Partnership Assurance General Meeting	12.15 p.m. on 30 March 2016
The following dates are subject to change
Scheme Court Hearing (to sanction the Scheme)	1 April 2016
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Partnership Assurance Shares	1 April 2016
Dealings in Partnership Assurance Shares suspended	5.00 p.m. on 1 April 2016
Scheme Record Time	6.00 p.m. on 1 April 2016
Effective Date of the Scheme	4 April 2016
Cancellation of admission of and dealings in Partnership Assurance Shares	By 8.00 a.m. on 4 April 2016
Issue of New Just Retirement Shares	By 8.00 a.m. on 4 April 2016
Admission and commencement of dealings in the New Just Retirement Shares	8.00 a.m. on 4 April 2016
CREST accounts credited with New Just Retirement Shares	As soon as possible after 8.00 a.m. on 4 April 2016
Despatch of definitive share certificates for the New Just Retirement Shares, where applicable	Within 14 days of the Effective Date
Despatch of cheques, or CREST accounts credited in respect of fractional entitlements to New Just Retirement Shares	Within 14 days of the Effective Date
Long Stop Date	30 April 2016 (or later as Just Retirement and Partnership Assurance may agree, with the consent of the Panel and (if required) the Court)

All times listed above are London times. The dates and times given are indicative only and are based on current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be announced via a Regulatory Information Service and published on Just Retirement's website at www.justretirementgroup.com and on Partnership Assurance's website at www.partnership-group.com.

Copies of the Prospectus and the Scheme Document, and the Circular, the Supplementary Prospectus and the Supplementary Scheme Document will shortly be, available on Just Retirement's website at www.justretirementgroup.com and on Partnership Assurance's website at www.partnership-group.com until the Scheme becomes Effective.

Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Circular.

Enquiries:

Just Retirement

Investors:		Media:
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] William Nourse             [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.

Publication of this announcement

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

 

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