TIDMJRG TIDMPA.
RNS Number : 1934A
Just Retirement Group PLC
25 September 2015
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, 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 (OTHER THAN PURSUANT TO THE BOOKBUILD REFERRED TO BELOW)
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
Placing and Open Offer Announcement
Just Retirement today announces its intention to raise equity
share capital by way of a fully underwritten placing and open offer
(the "Placing and Open Offer"). Separately today, Partnership
Assurance Group plc ("Partnership Assurance") has also announced an
underwritten placing of 39,995,997 new Partnership Assurance Shares
representing approximately 9.99 per cent. of Partnership
Assurance's current issued ordinary share capital. It is intended
that the two equity capital raisings will raise in aggregate net
proceeds of approximately GBP150 million, which is consistent with
the intention which was announced by Just Retirement in the
announcement of its proposed merger with Partnership Assurance
released on 11 August 2015 (the "Merger Announcement").
Highlights of the Placing and Open Offer
-- Equity share capital to be raised by Just Retirement through
the fully underwritten Placing and Open Offer of New Ordinary
Shares. The terms of the Placing and Open Offer are to be
determined through an accelerated book-building process which will
be launched immediately following this Announcement (the
"Bookbuild").
-- The Placing and Open Offer is being undertaken in connection
with the recommended all-share merger between Just Retirement and
Partnership Assurance to create JRP Group plc (the "Merger"), which
was announced on 11 August 2015.
-- Separately today, Partnership Assurance has also announced an
underwritten placing of 39,995,997 new ordinary shares representing
approximately 9.99 per cent. of its current issued ordinary share
capital ("Partnership Assurance Placing").
-- It is intended that the two equity capital raisings
(together, the "Capital Raise") will raise in aggregate net
proceeds of approximately GBP150 million.
-- Avallux and Cinven intend to participate in the Placing and
the Partnership Assurance Placing, respectively.
-- The net proceeds of the Capital Raise will allow the Combined Group to:
-- cover expected non-recurring integration costs of
approximately GBP60 million and transaction costs of approximately
GBP20 million;
-- provide further comfort over the transition to Solvency II; and
-- support future growth initiatives and product development.
-- The Open Offer is an opportunity for Qualifying Shareholders
to apply for Open Offer Shares pro rata to their existing holdings
of Existing Ordinary Shares held by them and registered in their
name at the close of business on the Record Date.
-- Barclays Bank PLC ("Barclays") is acting as lead financial
adviser to the Company and global coordinator in connection with
the Placing and Open Offer and, together with Deutsche Bank AG,
London Branch ("Deutsche Bank") and Nomura International plc
("Nomura"), is acting as joint bookrunner (together, the "Joint
Bookrunners") in connection with the Placing and Open Offer.
Barclays is also acting as sponsor in connection with Admission.
Fenchurch Advisory Partners LLP ("Fenchurch") is acting as
financial adviser to the Company.
-- The Bookbuild will open with immediate effect. The number of
New Ordinary Shares to be issued under the Open Offer and to be
conditionally placed (subject to clawback to satisfy valid
applications by Qualifying Shareholders under the Open Offer) in
the Placing, and the price at which such New Ordinary Shares are to
be issued and sold in the Placing and the Open Offer (the "Offer
Price"), will be agreed by the Joint Bookrunners and the Company at
the close of the Bookbuild.
-- The timings of closing of the Bookbuild, pricing and
allocations are at the discretion of the Joint Bookrunners and the
Company. Details of the Offer Price and the number of New Ordinary
Shares to be issued will be announced as soon as practicable after
the close of the Bookbuild.
-- The Placing and Open Offer is fully underwritten by the Joint
Bookrunners and the Placing is subject to the terms and conditions
set out in Appendix II to this Announcement.
-- The New Ordinary Shares to be issued pursuant to the Placing
and Open Offer will, following Admission, rank pari passu in all
respects with the Existing Ordinary Shares and will carry the right
to receive all dividends and distributions declared, made or paid
on or in respect of the New Ordinary Shares after their
Admission.
-- By choosing to participate in the Placing and by making an
oral and legally binding offer to acquire New Ordinary Shares,
investors will be deemed to have read and understood this
Announcement in its entirety (including the Appendices), and to be
making such offer on the terms and subject to the conditions of the
Placing contained herein, and to be providing the representations,
warranties and acknowledgements contained in Appendix II to this
Announcement.
-- Subject to approval by the Financial Conduct Authority (the
"FCA"), a prospectus setting out further details of the Placing and
Open Offer (including certain risk factors and actions to be taken
by Just Retirement Shareholders) is expected to be published by the
Company on or about 28 September 2015 (the "Prospectus"). A copy of
the Prospectus will be available following its approval by the FCA
on the Company's website at:
www.justretirementgroup.com/investors.
-- This Announcement should be read in its entirety. In
particular, your attention is drawn to the "Important Notice"
section of this Announcement, to the detailed terms and conditions
of the Placing and further information relating to the Bookbuild
described in Appendix II to this Announcement (which forms part of
this Announcement).
Background to and reasons for the Placing and Open Offer
The Just Retirement Board announced in the Merger Announcement
that it had agreed the terms of the Merger with Partnership
Assurance to create JRP Group plc (together with each of its
consolidated subsidiaries and subsidiary undertakings comprising
the Just Retirement Group and the Partnership Assurance Group, the
"Combined Group"). The Merger is to be effected by means of a
court-sanctioned scheme of arrangement of Partnership Assurance
under Part 26 of the Companies Act (the "Scheme").
As a result of the Merger, Just Retirement Shareholders are
expected to own approximately 60 per cent. of the Combined Group
and Partnership Assurance Shareholders are expected to own
approximately 40 per cent. of the Combined Group. The acquisition
is conditional upon, amongst other things, the approval of the
Company's and Partnership Assurance Shareholders (by a simple
majority of the votes cast in the case of Just Retirement and by a
majority in number of Partnership Assurance Shareholders who vote
and who together represent at least 75 per cent. of the votes cast
in the case of Partnership Assurance).
The Just Retirement Board and the Partnership Assurance Board
believe that the Merger will deliver significant strategic and
financial benefits for the Combined Group:
Strategic benefits
-- Scale to grow in attractive segments. The Combined Group's
larger capital base will enable a broader defined benefit
proposition and enhance the Combined Group's perceived strength of
covenant, opening up opportunities in the attractive defined
benefit scheme de-risking segment.
-- Consumer champion. The Merger will strengthen the competitive
position of the Combined Group in the UK retirement income market,
expected to lead to improved customer outcomes compared to the
products currently offered by larger incumbent insurers.
-- Accelerate new product launches. Combining the specialist
management teams and expertise of Just Retirement and Partnership
Assurance will also enhance the Combined Group's ability to develop
and accelerate new product launches in the evolving retirement
income market. This is of critical importance given the greater
expectation of new products among customers following the freedom
and choice introduced by the 2014 pension reforms.
-- Outstanding intellectual property. The combination of Just
Retirement and Partnership Assurance's mortality datasets and
underwriting expertise will facilitate improved risk selection and
greater reserving accuracy, leading to better value solutions for
customers across the entire product range.
-- More efficient distribution. In both the UK defined benefit
de-risking segment and retirement income market, the streamlining
of sales functions will lead to a more efficient distribution model
for the Combined Group. Overseas expansion will be facilitated
through combined international expertise.
Financial benefits
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September 25, 2015 02:00 ET (06:00 GMT)
-- Synergy potential. The combination of the two businesses is
expected to create the potential for significant synergies,
supporting meaningful earnings per share (EPS) accretion for Just
Retirement Shareholders and Partnership Assurance Shareholders on a
fully phased basis (following the Capital Raise and excluding any
non-recurring items). The Just Retirement Board expects the Merger
to result in pre-tax cost savings of at least GBP40 million per
annum. These synergies are expected to be implemented following
completion of the Merger, with the full run-rate being achieved in
2018 (the third year following completion) and are expected to
require one-off integration costs of GBP60 million over two years.
Further information on expected synergies is set out in Appendix
III to this Announcement and Appendix V to the Merger Announcement.
The Directors also expect these synergies to have a positive impact
on embedded value, new business margin, economic capital and
Solvency II capital ratios over time.
-- High quality cash generation. The Combined Group will have
stronger combined capacity for cash generation, supported by
Partnership Assurance's more developed back book and improved
operational efficiencies delivered from the combined operating
platform, supporting growth and dividend capacity.
-- Enhanced capital position. The Combined Group's stronger
capital position will be enhanced through the Capital Raise
announced today of approximately GBP150 million in aggregate,
providing the financial flexibility to pursue future growth
initiatives and product development.
The Combined Group intends to use its combined intellectual
property and greater scale to accelerate the existing strategies of
Just Retirement and Partnership Assurance, allowing the business to
sustain its position in the rapidly developing retirement income
market, generating improved outcomes for customers and strong
returns for investors:
-- The Combined Group will seek to build upon the progress made
by Just Retirement and Partnership Assurance since 2013 in the
defined benefit de-risking segment, capitalising on its enhanced
size and financial strength to compete successfully for larger
opportunities using an individually underwritten approach based on
medical and/or lifestyle factors, as well as existing segments.
-- In the UK retirement income market, the Combined Group will
seek to utilise its improved scale, efficiency and capital strength
to continue providing customers with better value alternatives to
products offered by larger incumbent insurers.
-- The Combined Group will look to strengthen its position in
the broader retirement income space fundamentally affected by
regulatory change, acting as a disruptor to the larger incumbent
insurers whilst continually innovating and developing new
products.
-- Finally, the Combined Group will build upon the foundations
laid by both companies to offer their attractive products in new
geographies.
Equity capital raisings and use of proceeds
The proceeds of the Capital Raise will allow the Combined Group
to cover expected non-recurring integration and transaction costs,
provide further comfort over the transition to Solvency II, and
support further growth initiatives and product development. In
addition, the structure of the Placing and Open Offer provides the
opportunity for existing Qualifying Shareholders to participate
through the Open Offer.
In line with Just Retirement's previously stated strategy, the
Combined Group will explore, on an on-going basis, a range of
balance sheet options (including accessing the debt capital
markets) with a view to providing further financial strength and
supporting additional future growth initiatives.
Whilst the formal change in control applications will be made to
the Prudential Regulation Authority ("PRA") and the FCA in due
course, pre-notification discussions have taken place with both the
PRA and FCA with respect to the Merger and the capital position of
the Combined Group.
In the event the Merger does not proceed, the Just Retirement
Board will consider the best use of the net proceeds of the Placing
and Open Offer, including accelerating the growth plans of the Just
Retirement Group's business on a stand-alone basis and to provide
further comfort over the transition to Solvency II.
Other details on the Merger
Conditions and timetable
-- The Merger is subject to the satisfaction or waiver of the
CMA Pre-Condition set out in Appendix I to the Merger Announcement,
the Conditions and the further terms set out in Appendix II to the
Merger Announcement and to the full terms and conditions which will
be set out in the Scheme Document, which include, inter alia (i)
the Scheme becoming effective no later than the Long Stop Date;
(ii) approval by the requisite majority of Just Retirement
Shareholders at the Just Retirement General Meeting and (iii)
regulatory clearances being received from the PRA, the FCA and (to
the extent the CMA Pre-Condition is waived) the CMA, all as further
described in Appendix II to the Merger Announcement.
-- In order to become Effective, the Scheme must be approved by
a majority in number representing not less than 75 per cent. in
value of Partnership Assurance Shareholders present and voting
either in person or by proxy at the Court Meeting.
-- It is expected that the Scheme Document will be despatched to
Partnership Assurance Shareholders in November 2015 provided the
CMA Pre-Condition has been satisfied by that time (and the Scheme
Document will be despatched in any event by 1 February 2016, unless
Just Retirement and Partnership Assurance together agree a later
date). The Scheme Document will include full details of the Scheme
and contain notices of the Court Meeting and the Partnership
Assurance General Meeting and the expected timetable.
-- The Just Retirement Shareholder Circular, containing details
of the Merger and notice for the Just Retirement General Meeting,
will be posted to Just Retirement Shareholders at the same time as
the Scheme Document is posted to Partnership Assurance
Shareholders, with the Just Retirement General Meeting being held
at or around the same time as the Partnership Assurance
Meetings.
-- The Scheme is expected to become Effective in December 2015,
subject to the satisfaction or waiver of the CMA Pre-Condition set
out in Appendix I to the Merger Announcement and the Conditions and
certain further terms set out in Appendix II to the Merger
Announcement.
-- Further details on the Merger are contained in the Merger
Announcement dated 11 August 2015.
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.
-- Avallux has indicated a willingness to subscribe for GBP20
million in the Placing (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 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).
-- 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.
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-- 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 purchased on
their behalf under the terms of the Company's Deferred Share Bonus
Plan with respect to the Company's Short Term Incentive Plan awards
which accrued during the financial year ended 30 June 2015 (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 GBP1.1
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 GBP350,000.
Lock-up Agreement
-- On 11 August 2015, Avallux, Cinven and Barclays entered into
a lock-up agreement (the "Lock-up Agreement") pursuant to which
Avallux and Cinven each agreed that they will not, without
Barclays' consent, dispose of any Ordinary Shares or, following the
completion of the Merger, shares in JRP Group plc at any time
during the lock-up period (subject to certain customary
carve-outs).
-- The Lock-up Agreement is conditional upon and shall come into
force upon the Effective Date, and the lock-up period continues
until the later of (i) 30 calendar days following the Effective
Date and (ii) 90 calendar days following Admission of the New
Ordinary Shares issued pursuant to the Placing and Open Offer
(provided that admission is not later than 30 days following the
Effective Date).
Sell-down Agreement
On 11 August 2015, Avallux and Cinven entered into a sell down
agreement (the "Sell-down Agreement") pursuant to which Avallux and
Cinven each agreed that that they will not dispose of any Ordinary
Shares without first offering each other the right to elect to
participate in the proposed disposal at the same price and on the
same terms and conditions, in the respective ratio 60:40. The
Sell-down Agreement is conditional upon and shall come into force
upon the Effective Date. The Sell-down Agreement terminates if
either Avallux or Cinven cease to hold or control, in aggregate,
five per cent. or more of the Ordinary Shares or votes able to be
cast at general meetings of Just Retirement.
The Placing and Open Offer Agreement
The Company, the Joint Bookrunners and Barclays Capital
Securities Limited ("BCSL") entered into a placing and open offer
agreement (the "Placing and Open Offer Agreement") on the date of
this Announcement. Pursuant to the Placing and Open Offer
Agreement, the Joint Bookrunners have undertaken severally, and not
jointly or jointly and severally, to use reasonable endeavours to
procure Placees for the New Ordinary Shares, on the basis that the
obligations of the Placees to subscribe for New Ordinary Shares
shall be conditional upon the relevant New Ordinary Shares not
being subscribed for by Qualifying Shareholders pursuant to the
Open Offer. The Company has given certain representations,
warranties and undertakings to the Banks and has given an indemnity
to the Banks on customary terms.
The obligations of the Joint Bookrunners under the Placing and
Open Offer Agreement are subject to customary conditions and the
Joint Bookrunners may, in their absolute discretion and upon such
terms as they think fit, waive any of these conditions, with
certain exceptions. In addition, the Joint Bookrunners have the
right to terminate the Placing and Open Offer Agreement,
exercisable in customary circumstances.
The Placing and Open Offer has been fully underwritten by the
Joint Bookrunners subject to the conditions and termination rights
set out in the Placing and Open Offer Agreement. Further details of
the Placing and Open Offer Agreement can be found in the terms and
conditions of the Placing contained in Appendix II to this
Announcement.
Conditionality
The Placing and Open Offer are conditional, inter alia,
upon:
(a) Admission of the New Ordinary Shares issued pursuant to the
Placing and Open Offer becoming effective by not later than 8.00
a.m. on 16 October 2015 (or such later time and/or date as the
Joint Bookrunnners and the Company may agree in writing, being not
later than 30 October 2015); and
(b) the Placing and Open Offer Agreement becoming unconditional
in all respects and not having been terminated in accordance with
its terms.
Accordingly, if any of these conditions are not satisfied or, if
applicable, waived, the Placing and Open Offer will not proceed,
any Open Offer Entitlements admitted to CREST will thereafter be
disabled and application monies under the Open Offer will be
refunded to the applicants by cheque (at the applicant's risk) in
the case of Qualifying Non-CREST Shareholders and by way of a CREST
payment in the case of Qualifying CREST Shareholders, without
payment of interest, as soon as practicable thereafter.
Effect of the Placing and Open Offer
Upon completion of the Placing and Open Offer, Qualifying
Shareholders who take up their full entitlements in respect of the
Open Offer will suffer no dilution. However, Qualifying
Shareholders who do not take up any of their entitlements in
respect of the Open Offer will suffer a dilution to their existing
interests in the Company.
Qualifying Shareholders should be aware that the Open Offer is
not a rights issue. Qualifying Non-CREST Shareholders should also
note that their Application Forms are not negotiable documents and
cannot be traded. Qualifying CREST Shareholders should note that,
although the Open Offer Entitlements will be credited to CREST and
be enabled for settlement, applications in respect of Open Offer
Entitlements may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a bona
fide market claim raised by Euroclear's Claims Processing Unit. New
Ordinary Shares not applied for under the Open Offer will not be
sold in the market for the benefit of those who do not apply to
take up their Open Offer Entitlements. Qualifying Shareholders who
do not apply to take up New Ordinary Shares will have no rights
under the Open Offer.
Final dividend
The New Ordinary Shares are expected to be issued on 16 October
2015, and will therefore carry an entitlement to participate in the
2015 final dividend of 2.2 pence per New Ordinary Share, payable on
7 December 2015. The record date for the dividend is 13 November
2015.
Financial reconciliation
Just Retirement has undertaken an exercise to identify and
quantify material differences between Partnership Assurance's
accounting policies and the accounting policies applied by Just
Retirement. Just Retirement concluded that on a net basis there
would not be a material impact on Partnership Assurance's reported
profit before tax and net assets as a result of applying the
accounting policies of Just Retirement for the years ended 31
December 2012, 31 December 2013 and 31 December 2014, and for the
six months ended 30 June 2015.
Prospectus
Subject to approval by the FCA, the Prospectus is expected to be
published by the Company on or about 28 September 2015. A copy of
the Prospectus will be available following its approval by the FCA
on the Company's website at:
www.justretirementgroup.com/investors.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the "Important Notice" section of this
Announcement, to the detailed terms and conditions of the Placing
and further information relating to the Bookbuild described in
Appendix II to this Announcement (which forms part of this
Announcement).
Expected timetable of principal events
Time and
Event Date
Record Date for entitlements under 6.00 p.m.
the Open Offer on 24 September
2015
Announcement of the Placing and 25 September
Open Offer 2015
Announcement of results of the 25 September
Placing and terms of the Open Offer 2015
Publication of Prospectus and Application 28 September
Forms (for Qualifying Non--CREST 2015
Shareholders only)
Ex-entitlement date for the Open 28 September
Offer 2015
Open Offer Entitlements credited 29 September
to stock accounts in CREST of Qualifying 2015
CREST Shareholders
Latest recommended time and date 4.30 p.m.
for requesting withdrawal of Open on 9 October
Offer Entitlements from CREST 2015
Latest recommended time and date 3.00 p.m.
for depositing Open Offer Entitlements on 12 October
into CREST 2015
Latest time and date for receipt 11.00 a.m.
of completed Application Forms on 13 October
and payment in full under the Open 2015
Offer or settlement of relevant
CREST instructions (as appropriate)
Latest time and date for splitting 3.00 p.m.
Application Forms (to satisfy bona on 13 October
fide market claims) 2015
Results of the Placing and Open 14 October
Offer announced through an RIS 2015
Admission and commencement of dealings 8.00 a.m.
in the New Ordinary Shares issued on 16 October
pursuant to the Placing and Open 2015
Offer
CREST stock accounts expected to 8.00 a.m.
be credited for the New Ordinary on 16 October
Shares issued pursuant to the Placing 2015
and Open Offer in uncertificated
form
Share certificates for New Ordinary within five
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September 25, 2015 02:00 ET (06:00 GMT)
Shares issued pursuant to the Placing Business
and Open Offer expected to be despatched Days of Admission
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
Paul Huysmans +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
IMPORTANT NOTICE
This Announcement (including the Appendices) 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.
This Announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for any shares or any other securities nor
shall it (or any part of it) or the fact of its distribution, form
the basis of, or be relied on in connection with, any contract
therefor. The availability of the transactions described herein and
the distribution of this Announcement in certain jurisdictions may
be restricted by law and persons into whose possession any document
or other information referred to herein comes should inform
themselves about, and observe, any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
In particular, neither this Announcement (including the
Appendices) 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.
Certain statements made in this Announcement (including the
Appendices) 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 (including the Appendices)
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 (including the Appendices) is
intended to be a profit forecast and no statement in this
Announcement (including the Appendices) 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 (including the
Appendices).
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 (including the Appendices)
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 (including the Appendices)
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.
Each person (including individuals, funds or otherwise) by whom
or on whose behalf a commitment to acquire New Ordinary Shares has
been given ("Placees") will be deemed to have read and understood
this Announcement (including the Appendices), in its entirety and
to be making such offer on the terms and conditions, and to be
providing the representation, warranties, acknowledgements, and
undertakings contained in the Appendices.
This announcement (including the Appendices) 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 (including the Appendices) 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.
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September 25, 2015 02:00 ET (06:00 GMT)
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.
APPENDIX I
DEFINITIONS
"2015 Bonus Scheme" an Executive Director share
award scheme for the financial
year ended 30 June 2015
"Admission" admission of the New Ordinary
Shares issued in connection
with the Placing and Open
Offer to the premium listing
segment of the Official
List and to trading on the
main market for listed securities
of the London Stock Exchange
becoming effective in accordance
with, respectively, LR 3.2.7G
of the Listing Rules and
the Admission and Disclosure
Standards published by the
London Stock Exchange
"Application Form" the personalised application
form on the basis of which
Qualifying Non-CREST Shareholders
may apply for New Ordinary
Shares under the Open Offer
"Announcement" collectively this announcement,
the "Important Notice" section,
and Appendix I, Appendix
II and Appendix III hereto
"Avallux" Avallux S.à r.l., an
entity wholly owned by limited
partnerships and other entities
which together constitute
the Permira IV Fund
"Bank" each of Barclays, BCSL,
Deutsche Bank and Nomura
and together the "Banks"
"Barclays" Barclays Bank PLC, acting
through its investment bank
"BCSL" Barclays Capital Securities
Limited
"Bookbuild" an accelerated book-building
process in connection with
the Placing and Open Offer
which will be launched immediately
following this Announcement
"Business Day" means any day, excluding
a Saturday or Sunday, on
which banks are generally
open for business in the
City of London
"Capital Raise" the two equity capital raisings
of Just Retirement and Partnership
Assurance together
"Cinven" Cinven Limited
"Cinven Funds" 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
"CMA" Competition and Markets
Authority of the UK
"CMA Pre-Condition" the pre-condition relating
to the CMA granting clearance
of the Merger in terms reasonably
satisfactory to Just Retirement,
either without making a
Phase 2 CMA Reference or
following a Phase 2 CMA
Reference
"Combined Group" following completion of
the Merger, JRP Group plc
and each of its consolidated
subsidiaries and subsidiary
undertakings comprising
the Just Retirement Group
and the Partnership Assurance
Group
"Company" or "Just Just Retirement Group plc
Retirement"
"Companies Act" the Companies Act 2006,
as amended
"Conditional Placed the New Ordinary Shares
Shares" allocated to the Conditional
Placees on the terms and
subject to the conditions
contained in Appendix II
of this Announcement and
any placing letter
"Conditional Placees" the persons who have agreed
to subscribe for the Conditional
Placed Shares on the terms
and subject to the conditions
contained in the Placing
and Open Offer Agreement
"Conditions" the conditions of the Merger
set out in the Scheme Document
"Court" the High Court of Justice
in England and Wales
"Court Meeting" the meeting or meetings
of the Scheme Shareholders
as may be convened pursuant
to an order of the Court
under section 896 of the
Companies Act for the purposes
of considering and, if thought
fit, approving the Scheme
(with or without amendment
approved or imposed by the
Court and agreed to by the
Company and Partnership
Assurance) including any
adjournment, postponement
or reconvention of any such
meeting, notice of which
shall be contained in the
Scheme Document
"Deutsche Bank" Deutsche Bank AG, London
Branch
"Directors" the directors of the Company
"Disclosure and Transparency the disclosure and transparency
Rules" rules of the FCA made for
the purposes of part VI
of the FSMA in relation
to the disclosure of information
by an issuer whose financial
instruments are admitted
to trading on a regulated
market in the United Kingdom
"Effective" in the context of the Merger:
(i) if the Merger is implemented
by way of the Scheme, the
Scheme having become effective
pursuant to its terms; or
(ii) if the Merger is implemented
by way of a Takeover Offer,
the Takeover Offer having
been declared or having
become unconditional in
all respects in accordance
with the requirements of
the Code
"Effective Date" the date on which:
(a) the Scheme becomes effective
in accordance with its terms;
or
(b) if Just Retirement elects
to implement the Merger
by way of a Takeover Offer,
the date the Merger becomes
or is declared unconditional
in all respects
"Excluded Territories" Australia, Canada, Japan,
South Africa and the United
States and any other jurisdiction
where the extension or availability
of the Placing and Open
Offer would breach any applicable
law or regulation, and "Excluded
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Territory" shall mean any
of them
"Executive Directors" the executive Directors
"Existing Ordinary the 500,864,706 Ordinary
Shares" Shares in issue as at the
Record Date
"FCA" the Financial Conduct Authority
"Fenchurch" Fenchurch Advisory Partners
LLP
"FSMA" the Financial Services and
Markets Act 2000, as amended
"Joint Bookrunners" Barclays, Deutsche Bank
and Nomura
"Just Retirement the board of Directors from
Board" time to time (or a duly
appointed committee thereof)
"Just Retirement the general meeting of the
General Meeting" Company to be convened in
connection with the Merger
"Just Retirement Just Retirement and each
Group" of its consolidated subsidiaries
and subsidiary undertakings
and prior to the reorganisation
which took place on 15 November,
Just Retirement (Holdings)
Limited and each of its
consolidated subsidiaries
and subsidiary undertakings
"Just Retirement holders of Ordinary Shares
Shareholders" from time to time
"Just Retirement the circular to be sent
Shareholder Circular" by Just Retirement to Just
Retirement Shareholders
summarising the background
to and reasons for the Merger
which will include a notice
convening the Just Retirement
General Meeting
"Listing Rules" the listing rules of the
FCA relating to admission
to the Official List made
in accordance with section
73A(2) of the FSMA
"Lock-up Agreement" the lock-up agreement dated
11 August 2015 between Barclays,
Avallux and the Cinven Funds
"Long Stop Date" 30 April 2016 or such later
date as Just Retirement
and Partnership Assurance
may agree, with the Panel's
consent and the Court may
approve (if such approval
is required)
"Merger" the recommended all-share
merger between Just Retirement
and Partnership Assurance
to create JRP Group plc
"Merger Announcement" the joint announcement made
by Just Retirement and Partnership
Assurance dated 11 August
2015 in relation to the
Merger pursuant to Rule
2.7 of the Code
"New Ordinary Shares" means the new Ordinary Shares
to be allotted and issued
by the Company pursuant
to the Placing and Open
Offer
"Nomura" Nomura International plc
"Offer Price" the price at which the New
Ordinary Shares are to be
issued in the Placing and
Open Offer
"Official List" the Official List maintained
by the FCA
"Open Offer" the conditional invitation
to Qualifying Shareholders
to apply for Open Offer
Shares at the Offer Price
on a pre-emptive basis
"Open Offer Entitlement" the pro rata entitlement
to subscribe for New Ordinary
Shares allocated to a Qualifying
Shareholder pursuant to
the Open Offer
"Open Offer Shares" the New Ordinary Shares
offered to Qualifying Shareholders
pursuant to the Open Offer
"Ordinary Shares" the ordinary shares of 10
pence each in the share
capital of the Company
"Panel" the Panel on Takeovers and
Mergers
"Partnership Assurance" Partnership Assurance Group
plc
"Partnership Assurance the board of directors of
Board" Partnership Assurance from
time to time (or a duly
appointed committee thereof)
"Partnership Assurance the general meeting of Partnership
General Meeting" Assurance Shareholders to
be convened in connection
with the Scheme to consider
and if thought fit pass,
inter alia, the special
resolution to be proposed
by Partnership Assurance
at the Partnership Assurance
General Meeting in connection
with, amongst other things,
the approval of the Scheme,
the amendments of Partnership
Assurance's articles of
association and such other
matters as may be necessary
to implement the Scheme
and the delisting of Partnership
Assurance Shares, including
any adjournment thereof
"Partnership Assurance Partnership Assurance and
Group" its subsidiary undertakings
and associated undertakings
and, where the context permits,
each of them
"Partnership Assurance the Court Meeting and the
Meetings" Partnership Assurance General
Meeting
"Partnership Assurance Partnership Assurance's
Placing" fully underwritten placing
of up to 39,995,997 new
Partnership Assurance Shares
representing approximately
9.99 per cent. of Partnership
Assurance's current issued
ordinary share capital
"Partnership Assurance holders of Partnership Assurance
Shareholders" Shares from time to time
"Partnership Assurance the ordinary shares with
Shares" a nominal value of 10 pence
each in the share capital
of Partnership Assurance
"Phase 2 CMA Reference" a reference by the CMA to
its chair for the constitution
of a group under Schedule
4 to the Enterprise and
Regulatory Reform Act 2013
"Placees" the persons outside the
United States who conditionally
agree to subscribe for New
Ordinary Shares in the Placing
not taken up under the Open
Offer by Qualifying Shareholders
"Placing" the placing by the Company
of the Conditional Placed
Shares on the terms and
subject to the conditions
contained in the Placing
and Open Offer Agreement
"Placing and Open a placing and open offer
Offer Agreement" agreement entered into by
Company, the Joint Bookrunners
and BCSL on the date of
this Announcement
"Placing Letter" a letter to be completed
and signed by Placees in
connection with the Placing
"Placing and Open means the Placing and the
Offer" Open Offer collectively
"PRA" Prudential Regulation Authority
"Prospectus" the prospectus issued in
connection with the Merger
and the Placing and Open
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September 25, 2015 02:00 ET (06:00 GMT)
Offer
"Prospectus Directive" Directive 2003/71/EC (as
amended, including by Directive
2010/73/EU) and any relevant
implementing measure in
each Relevant Member State
"Prospectus Rules" the prospectus rules of
the FCA made for the purposes
of Part VI of the FSMA in
relation to offers of transferable
securities to the public
and admission of transferable
securities to trading on
a regulated market and brought
into effect on 1 July 2005
pursuant to Commission Regulation
(EC) No.809/2004
"Provisional Placing the provisional placing
Participation" participation as set out
in the Placing Letters entered
into with Placees
"Qualified Investors" persons who are "qualified
investors" within the meaning
of Article 2(1)(e) of the
Prospectus Directive
"Qualifying CREST Qualifying Shareholders
Shareholders" whose Existing Ordinary
Shares are in uncertificated
form
"Qualifying Non-CREST Qualifying Shareholders
Shareholders" whose Existing Ordinary
Shares are in certificated
form
"Qualifying Shareholders" holders of Existing Ordinary
Shares on the register of
members of the Company on
the Record Date who are
not person who are located
in the United States, have
registered addresses in
the United States or are
holding Ordinary Shares
on behalf of, or for the
account or benefit of, persons
within the United States
"Record Date" 6.00 p.m. on 24 September
2015
"Regulation S" Regulation S under the Securities
Act
"Relevant Member a member state of the European
State" Economic Area which has
implemented the Prospectus
Directive
"RIS" Regulatory Information Service
"Scheme" the proposed scheme of arrangement
under Part 26 of the Companies
Act 2006 between Partnership
Assurance and Partnership
Assurance Shareholders to
implement the Merger
"Scheme Document" the document to be dispatched
to Partnership Assurance
Shareholders setting out
the terms and conditions
of the Merger including
the particulars required
by section 897 of the Companies
Act 2006
"Scheme Record Time" the time and date specified
in the Scheme Document as
the record time for the
Scheme
"Scheme Shareholders" holders of Scheme Shares
"Scheme Shares"
* Partnership Assurance Shares in issue at the date of
the Scheme Document;
* any Partnership Assurance Shares issued after the
date of the Scheme Document and prior to the Voting
Record Time; and
* any Partnership Assurance Shares issued at or after
the Voting Record Time and before the Scheme Record
Time in respect of which the original or any
subsequent holders thereof are, or shall have agreed
in writing to be, bound by the Scheme,
in each case, save for any
Partnership Assurance Shares
legally or beneficially
held by any member of the
Just Retirement Group
"Securities Act" United States Securities
Act of 1933, as amended
"Sell-down Agreement" the sell-down agreement
dated 11 August 2015 between
Avallux and the Cinven Funds
"Solvency II" the Solvency II Directive
and any additional measures
adopted to give effect to
the Solvency II Directive
(for the avoidance of doubt,
whether implemented by way
of a regulation, a directive
or otherwise)
"Takeover Offer" should the Merger be implemented
by way of a takeover offer
as defined in Chapter 3
of Part 28 of the Companies
Act, the takeover offer
to be made by or on behalf
of Just Retirement to acquire
the entire issued and to
be issued share capital
of Partnership Assurance
and, where the context admits,
any subsequent revision,
variation, extension or
renewal of such offer
"United States" the United States (including
its territories and possessions,
any State of the United
States and District of Columbia)
"Voting Record Time" 6.00 p.m. (London time)
on the day prior to the
day immediately before the
Court Meeting or any adjournment
thereof (as the case may
be)
APPENDIX II
TERMS AND CONDITIONS OF THE PLACING
THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE APPENDICES AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND (1)
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii)
OR (iii) OF DIRECTIVE 2003/71/EC AS AMENDED (INCLUDING BY DIRECTIVE
2010/73/EC) AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE") AND (2) IN
THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") OR FALL WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE
ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE APPENDICES AND THE TERMS AND
CONDITIONS SET OUT HEREIN (AND THE ANNOUNCEMENT OF WHICH IT FORMS
PART) MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT AND THE APPENDICES AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
PERSONS DISTRIBUTING THESE APPENDICES (AND THE ANNOUNCEMENT OF
WHICH IT FORMS PART) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO
DO SO. THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART)
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN JUST RETIREMENT GROUP PLC.
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September 25, 2015 02:00 ET (06:00 GMT)
THIS ANNOUNCEMENT AND THE APPENDICES DOES NOT CONSTITUTE OR FORM
A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THERE IS NO PUBLIC OFFERING OF
SECURITIES OF JUST RETIREMENT GROUP PLC IN THE UNITED STATES. THE
ORDINARY SHARES OF JUST RETIREMENT GROUP PLC HAVE NOT BEEN, AND
WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND MAY, SUBJECT TO CERTAIN LIMITED
EXCEPTIONS, NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF NEW ORDINARY
SHARES.
Capitalised terms used in this Appendix II and not otherwise
defined herein shall have the same meaning as given to them in this
Announcement.
Terms of the Placing
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) will (i) be deemed to have read and
understood this Announcement (including this Appendix II) in its
entirety (the "Announcement"), the press announcement released by
the Company on 11 August 2015 containing details of the Merger (the
"Merger Announcement"), the press announcement released by the
Company on 17 September 2015 containing, inter alia, the audited
consolidated financial statements for the Just Retirement Group for
the year ended 30 June 2015 (the "Results Announcement"), the
placing proof expected to be dated 25 September 2015 of a
prospectus prepared in accordance with the Prospectus Rules
relating to the Company, the Merger, the Placing and Open Offer and
the New Ordinary Shares (the "Placing Proof") and made available to
Placees and the pricing information expected to be published in a
placing results announcement on or about 25 September 2015 (the
"Pricing Information") and made available to Placees, in their
entirety (together, the "Placing Documents"), and (ii) to be
participating, and making an offer and acquiring New Ordinary
Shares on the terms and conditions and to be providing the
representations, warranties, indemnities, acknowledgements,
agreements and undertakings, contained in this Appendix II, the
Placing Proof, the Pricing Information and the Placing Letter.
In particular each such Placee (and any person acting on such
Placee's behalf) represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any New Ordinary Shares that are
allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each a "Relevant
Member State") who acquires any New Ordinary Shares pursuant to the
Placing:
(a) it is a Qualified Investor; and
(b) in the case of any New Ordinary Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
(i) the New Ordinary Shares acquired by it in the Placing have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Relevant Member
State other than Qualified Investors or in circumstances in which
the prior consent of the Banks has been given to the offer or
resale; or
(ii) where New Ordinary Shares have been acquired by it on
behalf of persons in any member state of the EEA other than
Qualified Investors, the offer of those New Ordinary Shares to it
is not treated under the Prospectus Directive as having been made
to such persons; and
3. it is acquiring the New Ordinary Shares for its own account
or is acquiring the New Ordinary Shares for an account with respect
to which it exercises sole investment discretion and has the
authority to make and does make the acknowledgements,
representations and agreements contained in this Appendix II, and
that it (and any such account) is outside the United States, or it
is a dealer or other professional fiduciary in the United States
holding an account on a discretionary basis for non-US beneficial
owners (other than an estate or trust), in reliance on Regulation S
under the Securities Act and is acquiring the New Ordinary Shares
in an "offshore transaction" as defined in Regulation S.
The distribution of this Announcement (including this Appendix
II) and the Placing or issue of the New Ordinary Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, the Banks or any of their respective affiliates that
would permit an offer of the New Ordinary Shares or possession or
distribution of this Announcement (including this Appendix II) or
any other offering or publicity material relating to such New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this Announcement
(including this Appendix II) comes are required by the Company and
the Banks to inform themselves about and to observe any such
restrictions.
In this Appendix II, unless the context otherwise requires,
"Placee" means a person (including individuals, funds or others) by
whom or on whose behalf a commitment to acquire New Ordinary Shares
has been given pursuant to the Placing.
Prospectus
The full terms and conditions of the Placing and Open Offer will
be contained in the Prospectus which is expected to be published by
the Company on or about 28 September 2015 following approval by the
FCA in accordance with the Prospectus Rules and, in respect of
Qualifying Shareholders who hold their Existing Ordinary Shares in
certified form, in the Application Form.
Details of the Placing and the New Ordinary Shares
The Company, the Joint Bookrunners and BCSL have entered into
the Placing and Open Offer Agreement on the date of this
Announcement. Pursuant to the Placing and Open Offer Agreement, the
Joint Bookrunners have undertaken severally (and not jointly or
jointly and severally), to use reasonable endeavours as agents of
the Company to procure Placees for the New Ordinary Shares, on the
basis that the obligations of the Placees to subscribe for New
Ordinary Shares shall be conditional upon the relevant New Ordinary
Shares not being subscribed for by Qualifying Shareholders pursuant
to the Open Offer. The Company has given certain representations,
warranties and undertakings to the Banks and has given an indemnity
to the Banks on customary terms.
The commitments of the Placees procured by the Joint Bookrunners
are subject to clawback to satisfy valid applications by Qualifying
Shareholders under the Open Offer. Subject to fulfilment or (where
applicable) waiver of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the Placing ",
any New Ordinary Shares which are not applied for in respect of the
Open Offer will be issued to Placees procured by the Joint
Bookrunners.
Each of the Joint Bookrunners has severally (and not jointly or
jointly and severally) agreed with the Company, to the extent that
Placees are not procured for New Ordinary Shares which are not
validly taken up by Qualifying Shareholders under the Open Offer,
or in the event of any default by any Placee in paying in respect
of any New Ordinary Shares allocated to it, to take up such New
Ordinary Shares in each case in their agreed proportions as set out
in the Placing and Open Offer Agreement.
The New Ordinary Shares to be issued pursuant to the Placing and
Open Offer will when issued and fully paid rank pari passu in all
respects with the Existing Ordinary Shares and will be free from
all liens, charges, encumbrances and equitable interests.
Application for admission to listing and trading
Application will be made to the FCA for admission of the New
Ordinary Shares to the premium listing segment of the official list
maintained by the FCA (the "Official List") and to the London Stock
Exchange plc (the "London Stock Exchange") for admission to trading
of the New Ordinary Shares on the London Stock Exchange's main
market for listed securities (together, "Admission").
It is expected that Admission will become effective at 8.00 a.m.
on 16 October 2015 and that dealings in the New Ordinary Shares on
the London Stock Exchange's main market for listed securities will
commence at the same time.
Bookbuild
The Joint Bookrunners will today commence the Bookbuild to
determine demand for participation in the Placing by Placees. This
Appendix II gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Participation in, and Principal Terms of, the Placing
1. Barclays, Deutsche Bank and Nomura are arranging the Placing
each as Joint Bookrunners and agents of the Company. BCSL is
arranging the Placing in its capacity as settlement bank and agent
of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners.
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3. The Bookbuild, if successful, will establish a single price
payable in respect of the New Ordinary Shares (the "Offer Price")
to the Joint Bookrunners by all Placees whose bids are successful.
The Offer Price and the number of New Ordinary Shares to be issued
under the Open Offer and to be conditionally placed (subject to
clawback to satisfy valid applications by Qualifying Shareholders
under the Open Offer) will be agreed between the Joint Bookrunners
and the Company following completion of the Bookbuild and any
discount to the market price of the Ordinary Shares will be
determined within the limits specified by the Listing Rules, as
published pursuant to Part 6 of FSMA. The Offer Price and the
number of New Ordinary Shares to be issued pursuant to the Placing
and Open Offer will be set out in the Pricing Information published
through an RIS following the completion of the Bookbuild.
4. By participating in the Bookbuild and the Placing,
prospective Placees will be deemed to have read and understood this
Announcement (including Appendix II) and the other Placing
Documents in their entirety and to be participating and making an
offer for and acquiring New Ordinary Shares on the terms and
conditions, and to be providing the representations, warranties,
indemnities, acknowledgments, agreements and undertakings contained
in this Appendix II, the Placing Letter, the Placing Proof and the
Pricing Information.
5. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales or equity
capital markets contact at the Joint Bookrunners. Each bid should
state the number of New Ordinary Shares which the prospective
Placee wishes to acquire either at the Offer Price, which is
ultimately established by the Company and the Joint Bookrunners, or
at prices up to a price limit specified in its bid. Bids may be
scaled down by the Joint Bookrunners on the basis referred to in
paragraph 11 below. Each of the Joint Bookrunners reserves the
right not to accept bids or accept bids in part, rather than in
whole. Each of the Joint Bookrunners is arranging the Placing
severally (and not jointly, or jointly and severally), as agent of
the Company.
6. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix
II), the Placing Letter, the Placing Proof and the Pricing
Information, and will be legally binding on the prospective Placee
on behalf of which it is made and, except with the relevant Joint
Bookrunners' consent, will not be capable of variation or
revocation after the time at which it is submitted.
7. Each prospective Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint
Bookrunner, as an agent of the Company to pay to it (or as it may
direct) in cleared funds an amount equal to the product of the
Offer Price and the number of New Ordinary Shares such prospective
Placee has agreed to acquire and the Company has agreed to allot
and issue to that prospective Placee (subject to clawback to
satisfy valid applications by Qualifying Shareholders under the
Open Offer) on the basis explained below under "Placing Procedure"
and in the Placing Letter. Each prospective Placee's obligation
will be owed to the Company and to the relevant Joint
Bookrunner.
8. The Bookbuild is expected to close by no later than 5.00 p.m.
(London time) on 25 September 2015 but may be closed earlier or
later at the discretion of the Joint Bookrunners and the Company.
The Joint Bookrunners may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed.
9. Each prospective Placee's allocation will be agreed between
the Joint Bookrunners and the Company and will be confirmed to
prospective Placee's orally by the relevant Joint Bookrunner, as
agent of the Company, following the close of the Bookbuild and the
Placing Letter will be dispatched as soon as possible thereafter.
The relevant Joint Bookrunner's oral confirmation to such
prospective Placee will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) in favour of the relevant Joint Bookrunner and the Company
to acquire the number of New Ordinary Shares allocated to it
(subject to clawback to satisfy valid applications by Qualifying
Shareholders under the Open Offer) and to pay the relevant price on
the terms and conditions of this Appendix II, the Placing Letter,
the Placing Proof and the Pricing Information and in accordance
with the Company's memorandum and articles of association.
10. Each Placee will confirm such irrevocable and legally
binding commitment by completing, signing and returning the form of
acceptance contained in the Placing Letter in accordance with the
instructions therein, and should a Placee fail to do so, the Joint
Bookrunners will retain the right to cancel their allocation or
terminate such irrevocable and legally binding commitment.
11. The Joint Bookrunners may choose to accept offers, either in
whole or in part, on the basis of allocations determined (in
agreement with the Company) and may scale down any offers for this
purpose on such basis as they and the Company may determine. The
Joint Bookrunners may also, notwithstanding paragraphs 5 and 8
above, subject to the prior consent of the Company: (i) allocate
New Ordinary Shares after the time of any initial allocation to any
person submitting a bid after that time; and (ii) allocate New
Ordinary Shares after the Bookbuild has closed to any person
submitting a bid after that time. The acceptance of such offers
shall be at the absolute discretion of the Joint Bookrunner and the
Company. The Company reserves the right (upon agreement with the
Joint Bookrunners) to reduce or seek to increase the amount to be
raised pursuant to the Placing, in its absolute discretion.
12. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all New
Ordinary Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement" and in the Placing Letter.
13. All obligations under the Bookbuild and the Placing will be
subject to fulfilment, or where applicable, waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to under
"Termination of the Placing".
14. By participating in the Bookbuild, each prospective Placee
will agree that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the
prospective Placee.
15. To the fullest extent permissible by law, none of the Banks
nor any of their respective affiliates or agents shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of the Joint
Bookrunners nor any of their respective affiliates or agents shall
have any responsibility or liability (including, to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Joint Bookrunners and the Company
may agree.
16. It is anticipated that the Bookbuild will be conducted with
co-ordination between both the Company's and Partnership
Assurance's syndicate banks pursuant to which the two syndicates
will share high level non investor specific feedback although, for
the avoidance of doubt, the respective syndicates will not exchange
any information regarding individual orders and prices in their
respective books.
Conditions of the Placing
The Placing is conditional upon the Placing and Open Offer
Agreement becoming unconditional and not having been terminated in
accordance with its terms.
The obligations of the Banks under the Placing and Open Offer
Agreement are, and the Placing is, conditional on, amongst other
things:
(a) the announcement containing the Pricing Information being
published through an RIS by 5.00 p.m. today (or such later time
and/or date as the Company and the Joint Bookrunners may agree in
writing);
(b) the compliance by the Company with its obligations under the
Placing and Open Offer Agreement, in so far as the same are
required to be performed or satisfied on or prior to Admission
other than, in any case, where failure to comply with such
obligations, in the good faith opinion of the Joint Bookrunners
(acting jointly), is not material in the context of the
underwriting of the Open Offer Shares, the Placing and Open Offer
or Admission;
(c) the Prospectus having been filed, published and made
available in the manner specified in the Prospectus Rules, or in
such other manner as the Banks may approve by no later than 7.00
p.m. on 28 September 2015 (or such later time and/or date as the
Joint Bookrunners may agree with the Company);
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(d) the warranties and the undertakings on the part of the
Company in the Placing and Open Offer Agreement being true and
accurate and not misleading in any respect on the date of the
Placing and Open Offer Agreement, on the date of the Prospectus,
each time a supplementary prospectus is issued, at the time of
entry into the Placing Letter and immediately before Admission in
each case, as though they had been given and made at such time by
reference to the facts and circumstances then subsisting other
than, in any case, (i) where the effect of such warranties ceasing
to be true, accurate and not misleading, in the good faith opinion
of the Joint Bookrunners (acting jointly), is not material in the
context of the underwriting of the Open Offer Shares, the Placing
and Open Offer or Admission, and/or (ii) where failure to comply
with such undertakings, in the good faith opinion of the Joint
Bookrunners (acting jointly), is not material in the context of the
underwriting of the Open Offer Shares, the Placing and Open Offer
or Admission; and
(e) Admission occurring by no later than 8.00 a.m. on 16 October
2015 (or such later time or date as the Company and the Joint
Bookrunners may agree in writing), being not later than 30 October
2015.
If any of the conditions set out in the Placing and Open Offer
Agreement are not fulfilled or, where permitted, waived by each
Joint Bookrunner by the time and date specified or referred to
therein (or such later time and/or date as the Company and the
Joint Bookrunners may agree in writing), the obligations of the
parties under the Placing and Open Offer Agreement shall cease and
terminate provided that where practicable the Joint Bookrunners
(acting jointly, reasonably and in good faith) have consulted with
the Company prior to doing so. Any Open Offer Entitlements admitted
to CREST will thereafter be disabled and application monies under
the Open Offer will be refunded to the applicants, by cheque (at
the applicant's risk) in the case of Qualifying Non-CREST
Shareholders and by way of a CREST payment in the case of
Qualifying CREST Shareholders, without interest, as soon as
practicable thereafter.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
The Joint Bookrunners may, at their discretion and upon such
terms as they think fit, waive fulfilment of certain of the
conditions in the Placing and Open Offer Agreement or extend the
time provided for fulfilment of certain conditions in respect of
all or any part of the performance thereof, save that certain
conditions may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix II.
None of the Banks nor any of their affiliates, nor the Company
shall have any responsibility or liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision any of them may make as to whether or not
to waive or to extend the time and/or date for the satisfaction of
any condition to the Placing nor for any decision any of them may
make as to the satisfaction of any condition or in respect of the
Placing generally.
Termination of the Placing
At any time prior to Admission, the Joint Bookrunners, acting
jointly and on behalf of the Banks, may, by notice to the Company,
terminate the Placing and Open Offer Agreement if one or more of
the following events occur:
(a) the Joint Bookrunners become aware that the Company has
breached any of its obligations under the Placing and Open Offer
Agreement other than, in any case, where failure to comply with
such obligations, in the good faith opinion of the Joint
Bookrunners (acting jointly), is not material in the context of the
underwriting of the Open Offer Shares, the Placing and Open Offer
or Admission; or
(b) the Joint Bookrunners become aware that any of the
warranties on the part of the Company in the Placing and Open Offer
Agreement is, or if repeated at any time prior to Admission (by
reference to the facts then existing) would be, untrue, inaccurate
or misleading other than, in any case, where the effect of such
warranties ceasing to be true, accurate and not misleading, in the
good faith opinion of the Joint Bookrunners (acting jointly), is
not material in the context of the underwriting of the Open Offer
Shares, the Placing and Open Offer or Admission; or
(c) written notice being given by them at any time, and with
immediate effect, to the Company if any Condition has not been
satisfied or waived by the time and date it is required to have
been satisfied or waived (if capable of waiver), or has become
incapable of being satisfied and has not been waived; or
(d) in the good faith opinion of the Joint Bookrunners (acting
jointly) there shall have been any material adverse change in, or
any development reasonably likely to involve a prospective material
adverse change in or affecting, the condition (financial,
operational, legal or otherwise), earnings, liquidity, business,
management, properties, assets, share capital, rights, operations
or prospects of the Company, the Group or the Combined Group
whether or not arising in the ordinary course of business since the
date of this Announcement (whether or not foreseeable at the date
of this Announcement); or
(e) in the good faith opinion of the Joint Bookrunners (acting
jointly), there has occurred any of the following: (i) a suspension
or material limitation in trading in securities generally on the
London Stock Exchange, EEA regulated markets, NASDAQ or the New
York Stock Exchange; (ii) a suspension or material limitation in
trading in the Company's securities on the London Stock Exchange;
(iii) a general moratorium on commercial banking activities in
London, any EEA member state or New York declared by the relevant
authorities, or a material disruption in commercial banking or
securities settlement or clearance services in the United Kingdom,
any EEA member state or the United States; (iv) the outbreak or
escalation of hostilities or an act of terrorism involving the
United Kingdom, any EEA member state or the United States or the
declaration by the United Kingdom, any EEA member state or the
United States of a national emergency or war or (v) the occurrence
of any other calamity or crisis or any change in financial,
political or economic conditions or currency exchange rates or
controls in the United Kingdom, any EEA member state or the United
States or elsewhere, if the effect of any such event specified
herein in the judgement of the Joint Bookrunners (acting jointly
and in good faith) makes it impracticable or inadvisable to proceed
with Admission and/or the Placing and Open Offer and/or the
distribution of the Open Offer Shares thereunder or will be to
prejudice dealings in the Ordinary Shares in the secondary market;
or
(f) it shall come to the notice of the Joint Bookrunners that a
matter referred to in section 87G of the FSMA has occurred between
the publication of the Prospectus and Admission that in the good
faith opinion of the Joint Bookrunners (acting jointly) would make
it impracticable or inadvisable to market the Open Offer Shares or
to proceed with Admission or the Placing and Open Offer; or
(g) it shall come to the notice of the Joint Bookrunners that
any statement contained in the Prospectus is or has become untrue
or incorrect in any material respect, or misleading in any respect,
or any matter has arisen, which would, if the Placing and Open
Offer was made at that time, constitute a material omission from
the Prospectus and which, in any such case, the Joint Bookrunners
consider (acting jointly, reasonably and in good faith) to be
adverse and material in the context of the Placing and Open Offer
or Admission.
Where practicable the Joint Bookrunners (acting reasonably and
in good faith) will consult with the Company prior to giving any
such notice of termination.
Upon such termination, the parties to the Placing and Open Offer
Agreement shall be released and discharged (except for any rights
or obligations of any party under the Placing and Open Offer
Agreement accrued prior to termination) from their respective
obligations under or pursuant to the Placing and Open Offer
Agreement, subject to certain exceptions. Further, the rights and
obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no
claim may be made by any Placee in respect thereof.
By participating in the Placing, Placees agree that the exercise
by any Joint Bookrunner of any right of termination or any right or
other discretion under the Placing and Open Offer Agreement shall
be within the absolute discretion of that Joint Bookrunner and that
it need not make any reference to such Placees in this regard and
that, to the fullest extent permitted by law, the Joint Bookrunners
shall have no responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise or failure to
exercise.
Withdrawal rights
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Placees will be deemed to acknowledge that their respective
agreement so to subscribe for the number of New Ordinary Shares
comprised in their Final Placing Participations is not by way of
acceptance of a public offer made or to be made in the Prospectus
but is by way of a collateral contract and, accordingly, section
87Q of FSMA does not entitle Placees to withdraw your acceptance in
the event that the Company publishes a supplementary prospectus in
connection with the Placing and Open Offer and/or Admission.
Without prejudice to such acknowledgement, if Placees are so
entitled to withdraw, by accepting the offer of their respective
Final Placing Participations contained in the Placing Letter, they
will irrevocably agree (if applicable) in the Placing Letter not to
exercise any such rights and to confirm their acceptance of the
offer on the same terms immediately after any such right to
withdraw arises.
Clear market
The Company has undertaken to the Banks that from the date of
the Placing and Open Offer Agreement to the date falling 180 days
from the receipt by the Company of the net proceeds of the Placing,
neither it nor any of its subsidiaries or other affiliates over
which it exercises management or voting control, nor any person
acting on its or their behalf will, without the prior written
consent of the Joint Bookrunners, directly or indirectly, issue,
offer, sell, contract to sell, pledge or otherwise dispose of (or
publicly announce any such issuance, offer, sale or disposal of)
any shares in the Company or securities convertible or exchangeable
into or exercisable for shares in the Company or warrants or other
rights to purchase shares in the Company or any security or
financial product whose value is determined directly or indirectly
by reference to the price of the underlying securities, including
equity swaps, forward sales and options, except: (i) the issue of
the Open Offer Shares pursuant to the Placing and Open Offer; (ii)
issuances of shares pursuant to the conversion or exchange of
convertible or exchangeable securities or the exercise of warrants
or options, in each case outstanding on the date of the Placing and
Open Offer Agreement and disclosed in any document published or
made available pursuant to its obligations under the Disclosure and
Transparency Rules, the Listing Rules or the Prospectus Rules;
(iii) the issue of consideration shares in connection with the
Merger; and (iv) the issue of shares pursuant to any capital
raising required by the PRA.
Offset
If a Placee is entitled to participate in the Open Offer by
virtue of being a Qualifying Shareholder it will be able to apply
to subscribe for New Ordinary Shares under the terms and conditions
of the Open Offer.
In circumstances where the Placee validly takes up and pays for
New Ordinary Shares under the Open Offer to which it is entitled as
a Qualifying Shareholder it may request that its Provisional
Placing Participation be reduced by up to the number of New
Ordinary Shares validly taken up and paid for under the Open Offer
(up to a maximum of the number of New Ordinary Shares in its Open
Offer Entitlement), provided always that the Joint Bookrunners are
satisfied that the Placee has validly taken up and paid for the New
Ordinary Shares under the Open Offer. Further details of Placees'
rights to request off-set in this way is set out in the Placing
Letter.
Placing procedure
Following the closing of the Bookbuild, each Placee
conditionally allocated New Ordinary Shares in the Placing will be
sent the Placing Letter confirming the contract concluded upon
acceptance by the Joint Bookrunners of such Placee's earlier oral
commitment to subscribe for New Ordinary Shares and also confirming
the number of New Ordinary Shares conditionally allocated to it
(subject to clawback to satisfy valid applications by Qualifying
Shareholders under the Open Offer) at the Offer Price, the
aggregate amount owed by such Placee to the Joint Bookrunner and
settlement instructions.
The commitments of Placees to acquire the New Ordinary Shares
pursuant to the Placing are subject to clawback to satisfy valid
applications by Qualifying Shareholders under the Open Offer. The
Joint Bookrunners have discretion with regard to the manner and
extent of any scaling back of a Placee's conditional allocation,
and such scaling back may not be pro rata to conditional
allocations.
The Joint Bookrunners will notify Placees if any of the dates in
this Announcement should change, including as a result of delay in
the posting of the Prospectus, the Application Forms or the
crediting of the Open Offer Entitlements in CREST or the production
of a supplementary prospectus or otherwise.
Registration and Settlement
Upon closing of the Open Offer (and following clawback to
satisfy valid applications by Qualifying Shareholders under the
Open Offer), the Joint Bookrunners will confirm the final
allocations of New Ordinary Shares to be issued to Placees (each, a
"Final Placing Participation") pursuant to the Placing orally or in
writing to Placees and will issue a contract note or trade
confirmation in respect of such Final Placing Participations. The
contract note or trade confirmation will include the payment and
settlement procedures to be followed by Placees in connection with
their subscriptions for the New Ordinary Shares comprised in their
Final Placing Participations.
Settlement of transactions in the New Ordinary Shares (ISIN:
GB00BCRX1J15) following Admission will take place within the CREST
system. Subject to certain exceptions, the Banks and the Company
reserve the right to require settlement of, and delivery of, the
New Ordinary Shares (or a portion thereof) to Placees by such other
means that they deem necessary if delivery or settlement is not
possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
If a Placee is allocated any New Ordinary Shares in the Placing
it will be sent a contract note or trade confirmation which will
confirm the number of New Ordinary Shares to be allocated to it at
the Offer Price and the aggregate amount owed by such Placee to the
relevant Joint Bookrunner and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing
CREST or certificated settlement instructions which they have in
place with the relevant Joint Bookrunner. Payment in full for any
New Ordinary Shares so allocated at the Offer Price must be made by
no later than 8.00 a.m. on 16 October 2015. Settlement of
transactions in the New Ordinary Shares following Admission will
take place within the CREST system.
It is expected that settlement will be on 16 October 2015 on a
T+2 basis. Settlement will be on a delivery versus payment basis in
accordance with the instructions set out in the trade confirmation.
In the event of any difficulties or delays in the admission of the
New Ordinary Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Banks may agree that the New Ordinary
Shares should be issued in certificated form. The Banks reserve the
right to require settlement for the New Ordinary Shares, and to
deliver the New Ordinary Shares to Placees, by such other means as
they deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with
regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above prevailing LIBOR
as determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with
its obligations, the relevant Joint Bookrunner may sell any or all
of the New Ordinary Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for their own account
and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and may be required to bear any stamp duty or stamp duty reserve
tax (together with any interest or penalties) or other similar
taxes imposed in any jurisdiction which may arise upon the sale of
such New Ordinary Shares on such Placee's behalf. By communicating
a bid for New Ordinary Shares, each Placee confers on the Joint
Bookrunners all such authorities and powers necessary to carry out
such sale and agrees to ratify and confirm all actions which the
Joint Bookrunners lawfully take in pursuance of such sale.
If New Ordinary Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
contract note or trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as New Ordinary Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
New Ordinary Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax (together with any interest or
penalties) is payable in respect of the issue of the New Ordinary
Shares, none of the Banks nor the Company nor any of their
affiliates shall be responsible for the payment thereof. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
Representations and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
acknowledges, undertakes and agrees (as the case may be) with each
Bank and the Company as a fundamental term of their application
that:
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1. it has read and understood the Placing Documents in their
entirety and any other information necessary to make an investment
decision in relation to the New Ordinary Shares and that its
acquisition of the New Ordinary Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained in this Appendix II, the Placing Letter, the Placing
Proof and the Pricing Information and undertakes not to
redistribute or duplicate any Placing Document;
2. it irrevocably agrees to subscribe for, and purchase the
number of, New Ordinary Shares comprised in its Final Placing
Participation at the Offer Price and on the terms set out in the
Placing Documents, that it has funds available to do so, and that
it will pay for your Final Placing Participation in full;
3. none of the Banks nor the Company nor any of their affiliates
nor any person acting on behalf of any of them has provided, and
will not provide, it with any material regarding the New Ordinary
Shares or the Company or any other person other than the Placing
Documents, which are exclusively the responsibility of the Company,
nor has it requested any of the Banks, the Company, any of their
affiliates or any person acting on behalf of any of them to provide
it with any such information;
4. the Company's Ordinary Shares are listed on the premium
listing segment of the Official List of the FCA, and that the
Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
the FCA, which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and that it is able to obtain or access
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded company, without undue difficulty;
5. it has received and read a copy of the Placing Documents and
all such other information as it deems necessary to make an
investment decision in relation to the New Ordinary Shares;
6. (i) it has made its own assessment of the Company, the New
Ordinary Shares and the terms of the Placing based on its own
investigation of the business, financial or other position of the
Company; (ii) none of the Banks, their respective affiliates or the
Company has made any representation to it, express or implied, with
respect to the Company, the Placing or the New Ordinary Shares or
the accuracy, completeness or adequacy of the Placing Documents;
and (iii) it has conducted its own investigation of the Company,
the Placing and the New Ordinary Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing;
7. the content of the Placing Documents, the Placing Letter and
the Prospectus (including any supplement thereto) are exclusively
the responsibility of the Company and that none of the Banks nor
any person acting on behalf of them nor any of the affiliates or
agents of any such person is responsible for or has or shall have
any liability for any information or representation relating to the
Company contained in the Placing Documents, the Placing Letter and
the Prospectus (including any supplement thereto) nor will it have
any responsibility or liability for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in the Placing
Documents, the Placing Letter and the Prospectus (including any
supplement thereto) or otherwise. Nothing in the Placing Documents,
the Placing Letter and the Prospectus (including any supplement
thereto) shall exclude any liability of any person for fraudulent
misrepresentation;
8. the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to acquire New
Ordinary Shares is contained in this Announcement and in the
Placing Documents, such information being all that such Placee
deems necessary or appropriate and sufficient to make an investment
decision in respect of the New Ordinary Shares and that it has
neither received nor relied on any other information given, or
representations, warranties or statements made, by either Banks or
the Company nor any of their respective affiliates and none of the
Banks nor the Company will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement, provided
that nothing in the Placing Documents shall exclude any liability
of any person for fraudulent misrepresentation;
9. it has neither received nor relied on any inside information
concerning the Company prior to or in connection with accepting
this invitation to participate in the Placing and is not purchasing
New Ordinary Shares on the basis of material non-public
information;
10. it is not, and at the time the New Ordinary Shares are
acquired will not be, located in, or a resident of Canada,
Australia, Japan or South Africa or any other jurisdiction where to
do so may constitute a violation of the securities laws of such
jurisdiction;
11. each of it and the beneficial owner of the New Ordinary
Shares is, and at the time the New Ordinary Shares are acquired
will be, outside the United States and acquiring the New Ordinary
Shares in an "offshore transaction" in accordance with Rule 903 or
Rule 904 of Regulation S under the Securities Act;
12. the New Ordinary Shares have not been registered or
otherwise qualified, and will not be registered or otherwise
qualified, for offer and sale nor will a prospectus be cleared in
respect of any of the New Ordinary Shares under the securities laws
of the Excluded Territories and, subject to certain exceptions, may
not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within or into the Excluded
Territories;
13. it and, if relevant, each person on whose behalf it is
participating: (i) is entitled to acquire New Ordinary Shares
pursuant to the Placing under the laws and regulations of all
relevant jurisdictions; (ii) has fully observed such laws and
regulations; (iii) has capacity and authority and is entitled to
enter into and perform its obligations as an acquirer of New
Ordinary Shares and will honour such obligations; and (iv) has
obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee,
all necessary consents and authorities to agree to the terms set
out or referred to the Placing Documents) to enable it to enter
into the transactions contemplated hereby and to perform its
obligations in relation thereto;
14. the Banks: (i) have absolute discretion: (A) acting jointly,
as to whether to enforce, waive, vary or extend the time for the
exercise of any conditions, obligations, undertakings,
representations or warranties in the Placing and Open Offer
Agreement; and (B) acting separately and in good faith, as to
whether to terminate their respective obligations under the Placing
and Open Offer Agreement; (ii) shall, in connection with the
Placees, have no obligation to: (A) consult with it; or (B) act in
furtherance of or otherwise take its interests into account; or (C)
seek its consent in each case regarding any determination whether
to take any of the steps necessary in sub-clause (i) above or to
exercise any other right or discretion given to them or which they
are entitled to exercise whether under the Placing and Open Offer
Agreement or otherwise. For the avoidance of doubt, but without
limiting the generality of the foregoing, (i) the Banks are
entitled to act in furtherance of and otherwise take into account
their own interests when determining whether to take or taking any
of the steps set out in sub-clause (i) above or deciding whether to
exercise or exercising any other right or discretion given to them
or which they are entitled to exercise whether under the Placing
and Open Offer Agreement or otherwise; and (ii) the Banks (A) are
not acting in a fiduciary or advisory capacity with respect to it
or its interests and, as such, owe it no obligations of any nature
whatsoever, other, in connection with the Placees, than those
expressly set out in this Announcement (including Appendix II); and
(B) shall have no responsibility or liability to it in relation to
the taking of any of the steps set out in sub-clause (i) above or
the exercise of any other right or discretion given to them or
which they are entitled to exercise whether under the Placing and
Open Offer Agreement or otherwise (other than liability arising out
of the fraud or wilful default of the Banks);
15. the New Ordinary Shares have not been, and will not be,
registered under 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;
16. if it is a pension fund or investment company, its
acquisition of New Ordinary Shares is in full compliance with
applicable laws and regulations;
17. it will not distribute, forward, transfer or otherwise
transmit the Placing Proof, this Appendix II, the Prospectus or any
other presentational or other materials concerning the Placing in
or into the Excluded Territories (including electronic copies
thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any
person;
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
18. none of the Banks, nor any of their affiliates, nor any
person acting on behalf of any such person, is making any
recommendations to it, advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that
it is not and will not be a client of the Banks and that the Banks
have no duties or responsibilities to a Placee for providing
protections afforded to their respective clients or for providing
protections afforded to their clients under the rules of the FCA or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Documents and/or the Placing and Open
Offer Agreement nor for the exercise or performance of any of their
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
19. it (and any person acting on its behalf) will make payment
to the Banks in accordance with the terms and conditions of the
Placing Documents and the Placing Letter on the due time and date
set out in this Appendix II and the Placing Letter failing which
the relevant New Ordinary Shares may be placed with others on such
terms as the Banks and the Company may in their discretion
determine without responsibility or liability to the Placee and it
will remain liable for any shortfall below the net proceeds of such
sale and the placing proceeds of such New Ordinary Shares and may
be required to bear any stamp duty or stamp duty reserve tax or
other similar taxes (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement
(including this Appendix II)) which may arise upon the sale of such
Placee's New Ordinary Shares on its behalf;
20. its allocation (if any) of New Ordinary Shares will
represent a maximum number of New Ordinary Shares which it will be
entitled, and required, to acquire, and that the Company and the
Banks (in their absolute discretion) may call upon it to acquire a
lower number of New Ordinary Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
21. no action has been or will be taken by any of the Company,
the Banks or any person acting on behalf of the Company or the
Banks that would, or is intended to, permit a public offer of the
New Ordinary Shares in any country or jurisdiction where any such
action for that purpose is required;
22. the person who it specifies for registration as holder of
the New Ordinary Shares will be (i) itself or (ii) its nominee, as
the case may be. The Banks and the Company will not be responsible
for any liability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe this requirement.
It (and any person acting on its behalf) agrees to acquire New
Ordinary Shares pursuant to the Placing and to indemnify the
Company and the Banks on the basis that the New Ordinary Shares
will be allotted to a CREST stock account of one of the Banks who
will hold them as nominee on behalf of the Placee until settlement
in accordance with its standing settlement instructions with
it;
23. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of New Ordinary
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it, and the person specified by it for
registration as holder of New Ordinary Shares (if relevant), is not
participating in the Placing as nominee or agent for any person or
persons to whom the allocation, allotment, issue or delivery of New
Ordinary Shares would give rise to such a liability;
24. (i) if in the United Kingdom, it and any person acting on
its behalf falls within Article 19(5) and/or 49(2)(a) - (d) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended, and undertakes that it will acquire, hold, manage
and (if applicable) dispose of any New Ordinary Shares that are
allocated to it for the purposes of its business only and (ii) it
and any person acting on its behalf is entitled to acquire New
Ordinary Shares comprised in its allocation under the laws of all
relevant jurisdictions which apply to it and that it has fully
observed such laws and obtained all governmental and other consents
which may be required thereunder and complied with all necessary
formalities;
25. it has not offered or sold and will not offer or sell any
New Ordinary Shares to persons in the United Kingdom prior to
Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of FSMA;
26. if in a Member State of the EEA, it is a qualified investor
as defined in section 86(7) of FSMA, being a person falling within
Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
27. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make, and does make, the
acknowledgements, representations and agreements herein on behalf
of each such person; and (ii) it is and will remain liable to the
Joint Bookrunners and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person);
28. if it is acting as a financial intermediary, as that term is
used in Article 3(2) of the Prospectus Directive, that the New
Ordinary Shares subscribed by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
member state of the EEA other than qualified investors, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to the proposed offer or resale;
29. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to New Ordinary Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that the Placing Proof and the Prospectus
are not being issued by the Joint Bookrunners in their respective
capacities as an authorised person under section 21 of the FSMA and
they may not therefore be subject to the controls which would apply
if they were made or approved as financial promotion by an
authorised person;
30. it has complied and it will comply with all applicable
provisions of FSMA with respect to anything done by it or on its
behalf in relation to the New Ordinary Shares in, from or otherwise
involving, the United Kingdom;
31. it has not offered or sold and will not offer or sell any
New Ordinary Shares to persons in the EEA prior to Admission except
to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purpose of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive;
32. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, and the Money Laundering
Regulations 2007 (the "Regulations") (each as amended) and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
33. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring for the New Ordinary Shares. It
further acknowledges that it is experienced in investing in
securities of this nature and (i) is aware that it may be required
to bear, and is able to bear, the economic risk of, and is able to
sustain a complete loss in connection with the Placing, (ii) will
not look to the Banks for all or any part of any such loss it may
suffer, and (iii) has no need for liquidity with respect to its
investment in the New Ordinary Shares. It has relied upon its own
examination and due diligence of the Company and its associates
taken as a whole, and the terms of the Placing, including the
merits and risks involved;
34. its commitment to acquire New Ordinary Shares on the terms
set out in this Appendix II, the Placing Proof, the Pricing
Information and the Placing Letter will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's conduct of the Placing;
35. the Company, the Banks and others will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are irrevocable;
36. the New Ordinary Shares will be issued to Placees subject to
the terms and conditions of this Appendix II, the Placing Proof,
the Pricing Information and the Placing Letter; and
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
37. any agreements entered into by it pursuant to the terms and
conditions set out in this Appendix II, the Placing Proof, the
Pricing Information and the Placing Letter, and all non-contractual
or other obligations arising out of or in connection with them,
shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf
of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract (including any dispute
regarding the existence, validity or termination of such contract
or relating to any non-contractual or other obligation arising out
of or in connection with such contract), except that enforcement
proceedings in respect of the obligation to make payment for the
New Ordinary Shares (together with any interest chargeable thereon)
may be taken by either the Company or any Bank in any jurisdiction
in which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after-tax
basis and hold harmless the Company and the Banks from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix II and the Placing Letter and further
agrees that the provisions of this Appendix II and the Placing
Letter shall survive after completion of the Placing.
The Company agrees to allot and issue New Ordinary Shares to
Placees (or the persons for whom Placees are contracting as
nominee) free of stamp duty and stamp duty reserve tax in the UK.
Such agreement relates only to the allotment and issue of New
Ordinary Shares to Placees, or such persons as they nominate,
direct from the Company. Such agreement assumes that the New
Ordinary Shares are not being acquired in connection with
arrangements to issue depositary receipts or to transfer the New
Ordinary Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealings in the
New Ordinary Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor the
Banks would be responsible and the Placees shall indemnify the
Company and the Banks on an after-tax basis for any stamp duty or
stamp duty reserve tax paid by them in respect of any such
arrangements or dealings. If this is the case, it would be sensible
for Placees to take their own advice and they should notify the
relevant Bank accordingly. In addition, Placees should note that
they will be liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the UK by them or any other
person on the acquisition by them of any New Ordinary Shares or the
agreement by them to acquire any New Ordinary Shares and each
Placee, or the Placee's nominee, in respect of whom (or in respect
of the person for whom it is participating in the Placing as
nominee) the allocation, allotment, issue or delivery of New
Ordinary Shares has given rise to such non-UK stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and the Banks in the event that any of
the Company and/or the Banks has incurred any such liability to
such taxes or duties.
The foregoing acknowledgements, confirmations, undertakings,
representations, warranties and agreements are given for the
benefit of the Company as well as each of the Joint Bookrunners and
are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that neither the Company nor any of the Joint
Bookrunners owes any fiduciary or other duties or responsibilities
to it for providing the protections afforded to their clients nor
for providing advice in relation to the Placing and Open Offer to
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing and Open Offer Agreement
or the contents of the terms and conditions contained in this
Announcement (including this Appendix II), the Placing Proof and
the Placing Letter.
Each Placee and any person acting on behalf of a Placee
acknowledges and agrees that each of the Banks may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the New
Ordinary Shares or by nominating any connected or associated person
to do so.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that each Bank or any of their respective
affiliates (acting as an investor for its own account) may, in its
absolute discretion, subscribe for New Ordinary Shares and in that
capacity may retain, purchase or sell for its own account such New
Ordinary Shares and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to any of the
Banks or any of their affiliates acting in such capacity. In
addition each of the Banks may enter into financing arrangements
and swaps with investors in connection with which the Banks may
from time to time acquire, hold or dispose of such securities of
the Company, including the New Ordinary Shares. Neither the Banks
nor any of their affiliates intends to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so.
When a Placee or any person acting on behalf of a Placee is
dealing with any Bank, any money held in an account with such Bank
on behalf of that Placee and/or any person acting on behalf of that
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under FSMA. Each
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from such Bank's money in
accordance with the client money rules and will be used by such
Bank in the course of its own business and the Placee will rank
only as a general creditor of such Bank.
All times and dates in this Announcement may be subject to
amendment. The Banks will notify Placees and any persons acting on
behalf of the Placees of any changes.
APPENDIX III
QUANTIFIED FINANCIAL BENEFITS STATEMENT
Just Retirement made the following quantified financial benefits
statement (the "Quantified Financial Benefits Statement") in the
Merger Announcement:
"The Just Retirement Board expects the Merger to result in
pre-tax cost savings of at least GBP40 million per annum. These
synergies are expected to be implemented following completion of
the Merger with the full run-rate being achieved in 2018 (the third
year following completion) and are expected to require one-off
integration costs of approximately GBP60 million over two
years.
The cost savings represent approximately one third of the
combined addressable cost base and are expected to be derived from
the following key areas:
-- approximately one third from the streamlining of sales and
pricing functions through the removal of duplicate quotes, sales
and pricing activity for annuities and defined benefit
de-risking;
-- approximately one third from the removal of duplicated
corporate functions within the Combined Group;
-- approximately one quarter from the removal of overlapping IT
systems and associated costs as well as from the streamlining of
customer services and operations functions; and
-- the balance from the reduction in office space utilised by the Combined Group.
The identified synergies will accrue as a direct result of the
Merger and would not be achieved on a standalone basis."
In addition to the targeted cost savings, the Just Retirement
Board believes there is the potential for additional financial
benefits to be achieved over time.
These synergy estimates consider only costs and exclude any
potential benefits from increasing operational gearing, improved
commercial terms with business partners or access to financial
markets.
Further information on the bases of belief supporting the
Quantified Financial Benefits Statement, including the principal
assumptions and sources of information, is set out below:
Bases of Belief
In determining the quantum and timing of expected cost savings
and integration costs, the following steps have been
undertaken:
-- a synergy development team, which comprises senior strategy
and financial personnel from both Just Retirement and Partnership
Assurance, has worked collaboratively to develop synergy estimates
based on:
-- publicly available information (e.g. report and accounts,
regulatory returns, IPO prospectuses); and
-- a series of face to face meetings between key management,
supported by financial and legal advisers, with verbal Q&A and
prepared Q&A lists.
The process and meetings have been open and co-operative
although commercially sensitive material was not discussed or
shared (e.g. pricing; underwriting).
-- The cost bases of both organisations have been mapped to
identify areas of overlap and duplication and where benefits of
scale would enable removal of costs from the combined base.
-- Where possible, data assumptions have been linked back to public sources.
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
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