Terms of the Open Offer and results of the Placing

RNS Number : 3015A

Just Retirement Group PLC

25 September 2015

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN THE PROSPECTUS

JUST RETIREMENT GROUP PLC

("Just Retirement" or the "Company")

25 September 2015

Announcement of terms of the Open Offer and results of the Placing

Earlier today, Just Retirement announced its intention to raise equity share capital by way of a fully underwritten placing and open offer (the "Placing and Open Offer") (the "Placing and Open Offer Announcement"), undertaken in conjunction with the recommended all-share merger between Just Retirement and Partnership Assurance Group plc to create JRP Group plc, which was announced by Just Retirement on 11 August 2015. 

The accelerated book building process launched earlier today for the Placing and Open Offer has now closed and having regard to the prevailing market conditions and the size of the Placing and Open Offer, an offer price for the New Ordinary Shares to be issued pursuant to the Placing and Open Offer has been set at 159 pence per New Ordinary Share (the "Offer Price"), which represents a discount of 9.9 per cent. to the middle market price at 12.53 p.m. (being the time the Offer Price was agreed). 

Accordingly, Qualifying Shareholders are being offered the right to subscribe for 63,525,672 New Ordinary Shares being issued in connection with the Placing and Open Offer thereby providing Qualifying Shareholders with an opportunity to participate in the fundraising by subscribing for their respective Open Offer Entitlements. The Open Offer commences on 29 September 2015 and is expected to close on 13 October 2015. 

Qualifying Shareholders are being given the opportunity to subscribe for the New Ordinary Shares pursuant to the Open Offer pro rata to their shareholdings of Existing Ordinary Shares at the Offer Price on the basis of:

0.126832 New Ordinary Shares for every 1 Existing Ordinary Share

held by the Qualifying Shareholders and registered in their name at the close of business on the Record Date, subject to the terms and conditions of the Open Offer.

Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number.

Pursuant to the Placing, a total of 55,488,343 New Ordinary Shares have been conditionally placed at the Offer Price with institutional and other investors subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.

Rodney Cook, Chief Executive Officer of Just Retirement, said:

"The completion of the bookbuild for the conditional placing is an important milestone. Assuming the remaining conditions of the Merger are met, this additional capital will put us in a position to push harder for growth."

Avallux has been conditionally placed 12,578,616 New Ordinary Shares in the Placing for a total consideration of £20 million (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer).  Avallux is a related party of the Company for the purposes of the Listing Rules by virtue of holding in excess of 10 per cent. of the Company's issued share capital.  The entry into of a placing letter by Avallux in respect of its placing commitment constitutes a smaller related party transaction for the purposes of 11.1.10R of the Listing Rules (and therefore the Company is not required to comply with the requirements of 11.1.7R of the Listing Rules).

Fractional entitlements will be aggregated and placed pursuant to the Placing for the benefit of the Company. Accordingly, Qualifying Shareholders with fewer than 8 Existing Ordinary Shares will not have the opportunity to participate in the Open Offer.

If a Qualifying Shareholder does not take up their entitlement under the Open Offer, their shareholding will be diluted by up to 11.3 per cent. by virtue of the issue of the New Ordinary Shares pursuant to the Placing and Open Offer. If a Qualifying Shareholder does take up their full entitlement under the Open Offer, their shareholding will not be diluted.

The Placing and Open Offer is expected to result in 63,525,672 New Ordinary Shares being issued (representing 12.7 per cent. of the Company's share capital on the date of this announcement). Upon completion of the Placing and Open Offer, the New Ordinary Shares will represent 11.3 per cent. of the Company's enlarged share capital. 

Subject to approval by the FCA, a prospectus setting out further details of the Placing and Open Offer is expected to be published by the Company on or about 28 September 2015 (the "Prospectus").  Information on the terms and conditions on which the Placing and Open Offer is to be made, including the procedure for application and payment will be set out in the Prospectus, and for Qualifying Non-Crest Shareholders only, the Application Form. A copy of the Prospectus will be available following its approval by the FCA on the Company's website at:  www.justretirementgroup.com/investors.

Application will be made for the New Ordinary Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). It is expected that Admission will take place on or about 16 October 2015 and that dealings in the New Ordinary Shares on the main market for listed securities of the London Stock Exchange will commence at that time. The Placing and Open Offer is conditional upon, amongst other things, Admission becoming effective and upon the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the New Ordinary Shares (as applicable). Those New Ordinary Shares issued under the Placing and Open Offer in uncertificated form are expected to be credited to accounts maintained in the CREST system as soon as practicable on or about 16 October 2015 and definitive share certificates in respect of the New Ordinary Shares issued under the Placing and Open Offer in certificated form are expected to be posted within five Business Days of Admission of the New Ordinary Shares.

This announcement should be read in conjunction with the full text of the Placing and Open Offer Announcement published by the Company on 25 September 2015 in connection with the Placing and Open Offer. Unless defined herein, capitalised terms used in this announcement shall have the meaning given to them in the Placing and Open Offer Announcement.

Irrevocable undertakings, Avallux participation in the Capital Raise and Directors' intentions

·             Both Avallux S.à r.l. ("Avallux"), which is wholly owned by certain funds that are advised by Permira Advisers LLP, which holds approximately 52.3 per cent. of Ordinary Shares, and certain Cinven funds (the "Cinven Funds", comprising of Fourth Cinven Fund (No.1) Limited Partnership, Fourth Cinven Fund (No.2) Limited Partnership, Fourth Cinven Fund (No.3 - VCOC) Limited Partnership, Fourth Cinven Fund (No.4) Limited Partnership, Fourth Cinven Fund FCPR, Fourth Cinven Fund (UBTI) Limited Partnership, Fourth Cinven Fund Co-Investment Partnership and Fourth Cinven (MACIF) Limited Partnership), which are managed by Cinven Limited ("Cinven"), which hold approximately 51.9 per cent. of Partnership Assurance Shares, are fully supportive of the Merger and have provided the irrevocable undertakings referred to below. 

·             Just Retirement and Partnership Assurance have received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Merger to be proposed at the Partnership Assurance General Meeting in respect of 224,454,091 Partnership Assurance Shares in aggregate, representing approximately 56.1 per cent. of the issued ordinary share capital of Partnership Assurance as at 24 September 2015.

·             Just Retirement and Partnership Assurance have received irrevocable undertakings to vote in favour of the resolutions relating to the Merger to be proposed at the Just Retirement General Meeting in respect of 267,428,148 Ordinary Shares in aggregate, representing approximately 53.4 per cent. of the issued ordinary share capital of Just Retirement as at 24 September 2015. In addition, Avallux will vote any New Ordinary Shares which it receives pursuant to the Placing in favour of the resolutions relating to the Merger to be proposed at the Just Retirement General Meeting.

·             Further details on the irrevocable undertakings are contained in Section 5 of the Merger Announcement dated 11 August 2015.

·             All Directors are supportive of the fundraising and all Directors who currently hold Ordinary Shares intend to participate either fully, or partially, in the Open Offer.  In addition, the Executive Directors will receive New Ordinary Shares pursuant to the 2015 Bonus Scheme, which will further increase their investment in Just Retirement and the Combined Group.  The aggregate cash amount to be invested pursuant to the 2015 Bonus Scheme on behalf of the Executive Directors will be approximately £1.1 million.

·             The aggregate cash amount to be invested by, or on behalf of, Rodney Cook (the Chief Executive Officer of Just Retirement) in New Ordinary Shares through his participation in the Open Offer and the 2015 Bonus Scheme will be not less than £350,000.

Disclosure requirement under the Takeover Code

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Just Retirement or Partnership Assurance must make a public dealing disclosure if the person deals in any relevant securities of Just Retirement.

Following the close of the Open Offer and clawback (if any) of Placing Shares to satisfy valid applications by Qualifying Shareholders under the Open Offer, a dealing disclosure may be required to be made by the relevant placees under Rule 8 in respect of the final number of Placing Shares firmly placed with them and by reference to the enlarged issue share capital of the Company to be disclosed pursuant to Rule 2.10 of the Takeover Code following the close of the Open Offer.

You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make a dealing disclosure.

Revised expected timetable of principal events

Investors should disregard the expected timetable of principal events set out in the Placing and Open Offer Announcement and note the revised timetable below

Event	Time and Date
Record Date for entitlements under the Open Offer	6.00 p.m. on 24 September 2015
Announcement of the Placing and Open Offer	25 September 2015
Announcement of terms of the Open Offer and results of the Placing	25 September 2015
Publication of Prospectus and Application Forms (for Qualifying Non‑CREST Shareholders only)	28 September 2015
Ex-entitlement date for the Open Offer	28 September 2015
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	29 September 2015
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 7 October 2015
Latest recommended time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 8 October 2015
Latest time and date for splitting Application Forms (to satisfy bona fide market claims)	3.00 p.m. on 9 October 2015
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 13 October 2015
Results of the Placing and Open Offer announced through an RIS	14 October 2015
Admission and commencement of dealings in the New Ordinary Shares issued pursuant to the Placing and Open Offer	8.00 a.m. on 16 October 2015
CREST stock accounts expected to be credited for the New Ordinary Shares issued pursuant to the Placing and Open Offer in uncertificated form	8.00 a.m. on 16 October 2015
Share certificates for New Ordinary Shares issued pursuant to the Placing and Open Offer expected to be despatched	within five Business Days of Admission

For further information please contact:

Just Retirement

James Pearce (Investors)                    [phone]

Stephen Lowe (Media)                        [phone]

Barclays

Chris Madderson                                 [phone]

Barry Meyers                                        [phone]

Mike Lamb                                            [phone]

Derek Shakespeare                              [phone]

Deutsche Bank

Claire Brooksby                                    [phone]

Lorcan O'Shea                                      [phone]
Paul Huysmans                                    [phone]

Nomura

Andrew Forrester                                 [phone]

Nicholas Marren                                  [phone]
Simon Aird                                            [phone]

Fenchurch (Financial adviser to Just Retirement)

Malik Karim                                           [phone]

Chris Deville                                         [phone]

IMPORTANT NOTICE

This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or acquire any securities, including New Ordinary Shares, in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.

In particular, neither this announcement nor any part of it is for distribution, directly or indirectly, in or into the United States. Neither this announcement nor any part of it constitutes or forms a part of any offer to sell or issue or the solicitation of an offer to buy, subscribe for or acquire any securities in the United States, Canada, Australia, Japan or South Africa. The New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and, subject to certain exceptions, may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States.

This announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended does not apply.

Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. Persons receiving this announcement should not place undue reliance on forward-looking statements. Unless otherwise required by applicable law, regulation or accounting standard, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Each of Barclays Bank PLC ("Barclays"), Barclays Capital Securities Limited ("BCSL") and Nomura International plc ("Nomura") are authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA. Deutsche Bank AG, London Branch ("Deutsche Bank") is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. 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 PRA and the FCA. Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Each of Barclays, Deutsche Bank and Nomura (together, the "Joint Bookrunners" and together with BCSL, the "Banks" and each, a "Bank") are acting for the Company and for no one else in connection with the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing and Open Offer or any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays, Deutsche Bank, Nomura and BCSL by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Barclays, Deutsche Bank, Nomura and BCSL do not accept any responsibility whatsoever for, and make no representation or warranty, express or implied, as to or in respect of, the contents of this announcement, including its accuracy, completeness or verification or regarding the legality of an investment in the New Ordinary Shares by a subscriber thereof under the laws applicable to such subscriber, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Placing and Open Offer or the Merger, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Barclays, Deutsche Bank, Nomura and BCSL accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of this announcement or any such statement.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and regulated by the FCA 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.

The distribution of this announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Banks that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Banks or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued pursuant to the Placing and Open Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 

END

 

 

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