JR. Just Retire.

 

TIDMJR. 
 
RNS Number : 5632U 
Avalon Acquisitions Limited 
26 June 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM 
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF THAT JURISDICTION. 
 
 
POSSIBLE OFFER FOR JUST RETIREMENT (HOLDINGS) PLC ("JUST RETIREMENT") 
 
 
Avalon Acquisitions Limited, a company formed by funds advised by Permira 
Advisers LLP ("Avalon"), confirms that it is considering a possible offer for 
Just Retirement. 
Avalon has obtained irrevocable undertakings in respect of 155,128,173 Just 
Retirement shares, representing approximately 52.29 per cent. of Just 
Retirement's existing issued share capital at the date of this announcement from 
(i) Langholm Capital Partners L.P., (ii) LCP (Guernsey) L.P., and (iii) Langholm 
Capital LLP on behalf of Langholm Capital LLP Co-Investment Plan ("Langholm"). 
Under the irrevocable undertakings Langholm has committed to accept an offer 
from Avalon (if announced) at 76 pence or more per Just Retirement share in cash 
and to vote against and not accept any competing offer. The undertakings will 
cease to be binding if no firm offer announcement is made by Avalon on or before 
27 August 2009. 
The making of the offer is conditional on a number of factors, including the 
completion of due diligence, and therefore there can be no guarantee that any 
offer will ultimately be made for Just Retirement. This announcement does not 
amount to a firm intention to announce an offer.  In addition, Avalon reserves 
its position in relation to the terms of any such offer (if announced), 
including without limitation the mode of implementation, the form and/or mix of 
consideration and offer value, provided that any offer at an offer value of less 
than 76 pence is agreed with the Board of Just Retirement. 
A further announcement will be made in due course. 
 
 
26 June 2009 
 
 
For further information please contact: 
 
 
Credit Suisse    Tel.: 020 7888 8888 
Financial adviser to Avalon and Permira Advisers LLP 
Jim Rushton, Managing Director 
Zachary Brech, Managing Director 
 
 
  Fenchurch Advisory PartnersTel.: 020 7382 2222 
Financial adviser to Langholm Capital LLP 
Simon Yun-Farmbrough, Managing Director 
Richard Locke, Managing Director 
 
 
This announcement is not intended to, and does not, constitute or form part of 
any offer, invitation or the solicitation of an offer to purchase, otherwise 
acquire, subscribe for, sell or otherwise dispose of, any securities whether 
pursuant to this announcement or otherwise. 
The distribution of this announcement in jurisdictions outside the United 
Kingdom may be restricted by law and therefore persons into whose possession 
this announcement comes 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. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any 
person is, or becomes, "interested" (directly or indirectly) in 1% or more of 
any class of "relevant securities" of Just Retirement any, all "dealings" in any 
"relevant securities" of that company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the offer becomes, or is declared, 
unconditional as to acceptances, lapses or is otherwise withdrawn or on which 
the "offer period" otherwise ends. If two or more persons act together pursuant 
to an agreement or understanding, whether formal or informal, to acquire an 
"interest" in "relevant securities" of Just Retirement, they will be deemed to 
be a single person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Just Retirement by Just Retirement or Avalon, or by any of their 
respective "associates", must be disclosed by no later than 12.00 noon (London 
time) on the London business day following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised 
and regulated by the Financial Services Authority in the United Kingdom, is 
acting for Permira Advisers LLP and Avalon and for no one else in connection 
with the matters referred to in this announcement and will not be responsible to 
anyone other than Permira Advisers LLP and Avalon for providing the protections 
afforded to clients of Credit Suisse or for providing advice in relation to this 
matter, the content of this announcement or any matter referred to herein. 
Neither Credit Suisse nor any of its subsidiaries, branches or affiliates 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 Credit Suisse in connection with this 
announcement, any statement contained herein or otherwise. 
Fenchurch Advisory Partners Limited, which is authorised and regulated by the 
Financial Services Authority in the UK, is acting for Langholm Capital LLP and 
no one else in connection with the matters referred to in this announcement and 
will not be responsible to any person other than Langholm Capital LLP for 
providing the protections afforded to clients of Fenchurch Advisory Partners 
Limited or for providing advice in relation to any matter referred to herein. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OFDGUGDLLSDGGCL 
 

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