Results of the Placing and Open Offer
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 INFORMATION CONTAINED IN THE PROSPECTUS. A COPY OF THE PROSPECTUS IS AVAILABLE FREE OF CHARGE ON THE COMPANY'S WEBSITE AT WWW.JUSTRETIREMENTGROUP.COM/INVESTORS AND AT THE COMPANY'S REGISTERED OFFICE AT VALE HOUSE, ROEBUCK CLOSE, BANCROFT ROAD, REIGATE, SURREY RH2 7RU
JUST RETIREMENT GROUP PLC
("Just Retirement" or the "Company")
14 October 2015
Results of the Placing and Open Offer
On 25 September 2015, the Company announced its intention to raise equity share capital by way of a fully underwritten Placing and Open Offer 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 on 11 August 2015. 63,525,672 new Just Retirement Shares ("New Ordinary Shares") were made available for subscription pursuant to the Placing and Open Offer at an Offer Price of 159 pence per New Ordinary Share.
This announcement should be read in conjunction with the full text of the Prospectus published by the Company on 28 September 2015 in connection with the Proposed Merger and the Placing and Open Offer. Unless defined herein, capitalised terms used in this announcement shall have the meaning attributed to them in the Prospectus.
The Open Offer closed at 11.00 a.m. on 13 October 2015 in accordance with its terms. The Company announces that it has received valid acceptances under the Open Offer in respect of 21,924,282 New Ordinary Shares representing approximately 34.5 per cent. of the New Ordinary Shares available pursuant to the Open Offer. The remaining 41,601,390 New Ordinary Shares were taken up pursuant to the Placing, of which Avallux has taken up 11,268,744 New Ordinary Shares, for a total consideration of £17.9 million. Following Admission, Avallux will hold in aggregate 273,057,001 New Ordinary Shares, representing approximately 48.4 per cent. of the enlarged issued share capital of the Company, all of which will be subject to the irrevocable undertaking given by Avallux on 11 August 2015 to vote in favour of the resolutions to be proposed at the Just Retirement General Meeting.
The Placing and Open Offer remains conditional upon Admission becoming effective and the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. Application has been made to the FCA for the New Ordinary Shares to be admitted to listing on the premium listing segment of the Official List and to the London Stock Exchange for such New Ordinary Shares to be admitted to trading on the main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 16 October 2015.
New Ordinary Shares issued under the Placing and Open Offer in uncertificated form are expected to be credited to CREST accounts at around 8.00 a.m. on 16 October 2015, and definitive share certificates for 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.
Regulatory announcements
In accordance with DTR 5.6.1AR, Just Retirement announces that, following Admission of the New Ordinary Shares, it will have 564,397,402 Just Retirement Shares in issue and admitted to trading on the main market for listed securities of the London Stock Exchange. The total number of voting rights of the Company will be 564,397,402. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company. The Company has no Just Retirement Shares held in treasury.
In accordance with Rule 2.10 of the Takeover Code, Just Retirement announces that, following Admission of the New Ordinary Shares, it will have 564,397,402 Just Retirement Shares in issue. The International Securities Identification Number for the Just Retirement Shares is GB00BCRX1J15.
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 must make a Dealing Disclosure if the person deals in any relevant securities of Just Retirement. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of Just Retirement, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day (as defined in the Takeover Code) following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Just Retirement, they will be deemed to be a single person for the purpose of Rule 8.3.
Dealing Disclosures must also be made by Partnership Assurance, by Just Retirement and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make a Dealing Disclosure.
For further information please contact:
Just Retirement
James Pearce (Investors) +44 (0) 7715 085 099
Stephen Lowe (Media) +44 (0) 1737 827 301
Barclays
Chris Madderson +44 (0) 20 7623 2323
Barry Meyers +44 (0) 20 7623 2323
Mike Lamb +44 (0) 20 7623 2323
Derek Shakespeare +44 (0) 20 7623 2323
Deutsche Bank
Claire Brooksby +44 (0) 207 545 8000
Lorcan O'Shea +44 (0) 207 545 8000
Nomura
Andrew Forrester +44 (0) 20 7102 1000
Nicholas Marren +44 (0) 20 7102 1000
Simon Aird +44 (0) 20 7102 1000
Fenchurch (Financial adviser to Just Retirement)
Malik Karim +44 (0) 20 7382 2210
Chris Deville +44 (0) 20 7382 2221
Temple Bar Advisory (Media)
Alex Child-Villiers +44 (0) 7795 425580
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 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 ("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 Proposed 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.
This information is provided by RNS
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