TIDMPA.
RNS Number : 1938A
Partnership Assurance Group PLC
25 September 2015
25 September 2015
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES
WITHIN THIS ANNOUNCEMENT.
Partnership Assurance Group plc
Proposed placing of 39,995,997 new ordinary shares in connection
with the recommended all-share merger between Partnership Assurance
Group plc and Just Retirement Group plc
Partnership Assurance Group plc ("Partnership Assurance" or the
"Company") today announces a proposed underwritten placing of
39,995,997 new ordinary shares of 10 pence each in the capital of
the Company ("Ordinary Shares"), (together, the "Placing Shares")
representing approximately 9.99% of the Company's current issued
ordinary share capital (the "Placing").
-- The Placing is being undertaken in conjunction with the
recommended all-share merger (the "Merger") between Partnership
Assurance and Just Retirement Group plc ("Just Retirement") to
create JRP Group plc (the "Combined Group"), which was announced on
11 August 2015 (the "Merger Announcement").
-- Separately today, Just Retirement has announced a proposed
fully underwritten placing and open offer (the "Just Retirement
Placing and Open Offer")
-- It is intended that the two equity capital raisings will raise, in aggregate, net proceeds of approximately GBP150 million, consistent with the intention communicated by Partnership Assurance and Just Retirement in the Merger Announcement. The net proceeds of the two equity capital raisings will allow the Combined Group to:
o cover expected non-recurring integration costs of
approximately GBP60 million and transaction costs of approximately
GBP20 million;
o provide further comfort over the transition to Solvency II;
and
o support future growth initiatives and product development.
-- The Cinven Funds, which together hold approximately 51.9 per
cent. of Partnership Assurance Shares, are supportive of the
Placing and intend to participate in the Placing.
-- The Placing is not conditional on the completion of the
Merger or the Just Retirement Placing and Open Offer.
Overview of the merger
-- The Boards of Just Retirement and Partnership Assurance
announced that they had reached agreement on the terms of a
recommended all-share merger to create JRP Group plc on 11 August
2015.
-- Under the terms of the Merger, Partnership Assurance
Shareholders will be entitled to receive 0.834 New Just Retirement
Shares for each Partnership Assurance Share held.
-- The Merger is expected to result in Just Retirement
Shareholders owning approximately 60 per cent. of the Combined
Group and Partnership Assurance Shareholders owning approximately
40 per cent. of the Combined Group.
-- The Boards of Just Retirement and Partnership Assurance
believe that the Merger will deliver significant strategic and
financial benefits for the Combined Group:
Strategic benefits
o 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.
o 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.
o 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.
o 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.
o 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
o Synergy potential. The combination of the two businesses is
expected to create the potential for significant synergies
supporting meaningful EPS accretion for Just Retirement
Shareholders and Partnership Assurance Shareholders on a fully
phased basis.[1] 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[2]. The
Just Retirement 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.
o 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.
o Enhanced capital position. The Combined Group's stronger
capital position will be enhanced through the two equity capital
raisings announced today of approximately GBP150 million, providing
the financial flexibility to pursue future growth initiatives and
product development.
-- The Combined Group intends to use its outstanding 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:
o The Combined Group will seek to build upon the considerable
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.
o 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.
o 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.
o 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 two equity capital raisings 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 future growth initiatives and product
development.
-- 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 future growth.
-- Whilst the formal change in control applications have now
been made to the PRA and FCA, pre-notification discussions have
already 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 complete, the Partnership
Assurance Board will consider the best uses for the net proceeds,
including accelerating its own standalone growth initiatives and
providing further comfort over the transition to Solvency II.
Current trading
-- Partnership Assurance announced its unaudited interim results
for the six months ended 30 June 2015 on 11 August 2015. Current
trading remains in line with the statements made in Partnership
Assurance's interim results announcement. Whilst it is too early to
be certain, based on current activity levels, individual annuity
volumes are expected to grow in H2 15 relative to H2 14 and H1 15.
In defined benefit annuities, completions remain lumpy, but recent
activity and the current pipeline for new business provides
confidence in the achievement of a targeted level of at least
GBP200m of new business premiums in 2015. As individual annuity
volumes increase and the targeted defined benefit sales are
delivered, both the absolute level of new business profits and the
new business margins are expected to recover.
-- On 17 September 2015, Just Retirement announced its
preliminary results for the year ended 30 June 2015.
Details of the Placing
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
-- J.P. Morgan Securities plc, which carries on its investment
banking activities under the name J.P. Morgan Cazenove ("J.P.
Morgan Cazenove" or "JPMC"), and Morgan Stanley & Co,
International plc ("Morgan Stanley") will commence a bookbuilding
process in respect of the Placing (the "Bookbuild" or the
"Bookbuilding Process"). The Bookbuild will open with immediate
effect following this Announcement.
-- JPMC and Morgan Stanley have entered into an agreement with
Partnership Assurance (the "Placing Agreement") under which,
subject to the conditions set out therein, each of JPMC and Morgan
Stanley has agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares at a price to be determined
following completion of the Bookbuild as set out in the Placing
Agreement.
-- The Placing is being underwritten by JPMC and Morgan Stanley
and is subject to the terms and conditions of the Placing Agreement
and the terms and conditions set out in the appendix to this
Announcement (the "Appendix"). Members of the public are not
entitled to participate in the Placing.
-- The Placing Shares will, when issued, be credited as fully
paid and rank pari passu in all respects with the existing issued
Ordinary Shares. This includes the right to receive all dividends
and other distributions declared or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares.
However, the Placing Shares will not be entitled to the interim
dividend of 0.5 pence per Ordinary Share for the six months ended
30 June 2015, as the existing shares of Partnership Assurance went
ex-dividend on 20 August 2015.
-- The price per Ordinary Share at which the Placing Shares are
to be placed (the "Placing Price") will be determined at the close
of the Bookbuild. Details of the Placing Price will be announced as
soon as practicable after the closing of the Bookbuild. The timing
of the pricing and allocations are at the discretion of JPMC,
Morgan Stanley and Partnership Assurance. The timing of the close
of the Bookbuild is at the discretion of JPMC and Morgan
Stanley.
-- Application will be made for the Placing Shares to be
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the main
market for listed securities of London Stock Exchange plc (the
"London Stock Exchange" and together, "Admission"). It is expected
that Admission will take place at 8.00 a.m. (London time) on 29
September 2015 (or such later date as JPMC and Morgan Stanley may
agree with the Company).
-- The Placing is conditional upon, inter alia, Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms. The Placing is not conditional on the
Merger or on the Just Retirement Placing and Open Offer.
-- This Announcement should be read in its entirety. In
particular, your attention is drawn to the "Important Notices"
section of this Announcement, to the detailed terms and conditions
of the Placing contained in the Appendix and further information
relating to the Bookbuild described in the Appendix to this
Announcement (which forms part of this Announcement).
-- By choosing to participate in the Placing and by making an
oral and legally binding offer to acquire Placing Shares, investors
will be deemed to have read and understood this Announcement in its
entirety (including the Appendix) 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 the Appendix.
-- J.P. Morgan Cazenove is acting as the Sole Global Coordinator
and, together with Morgan Stanley, is acting as Joint Bookrunner,
in connection with the Placing.
-- It should be noted that each Capital Raise has its own
separate terms and conditions and termination rights. In particular
the Placing is not conditional on completion of the Just Retirement
Placing and Open Offer. As such, you should be aware that the
Placing may complete in circumstances where the Just Retirement
Placing and Open Offer does not complete. You should also note that
the Placing is not conditional on completion of the Merger so the
Placing may complete but the Merger may subsequently not do so.
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 October 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 also 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.
-- Subject to approval by the FCA, a prospectus setting out
further details of the Just Retirement Placing and Open Offer
(including certain risk factors) is expected to be published by
Just Retirement on or about 28 September 2015 (the
"Prospectus").
-- 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.
-- For further details on the Merger are contained in the Merger Announcement.
Irrevocable undertakings
-- Avallux S.à r.l. (a company wholly owned by Permira IV Fund),
which holds approximately 52.3 per cent. of Just Retirement Shares,
and the Cinven Funds, which are managed by Cinven and which
together hold approximately 51.9 per cent. of Partnership Assurance
Shares, on the Last Practicable Date are both fully supportive of
the Merger and have provided irrevocable undertakings to vote in
favour of the Merger at the Just Retirement General Meeting and the
Partnership Assurance General Meeting, respectively, and, in the
case of the Cinven Funds, the Court Meeting.
-- 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 on the Last Practicable Date.
-- Just Retirement and Partnership Assurance have received
irrevocable undertakings to vote in favour of the Just Retirement
Resolutions to be proposed at the Just Retirement General Meeting
in respect of 267,428,148 Just Retirement Shares in aggregate,
representing approximately 53.4 per cent. of the issued ordinary
share capital of Just Retirement on the Last Practicable Date.
-- Further details on the irrevocable undertakings are contained
in Section 5 of the Merger Announcement.
Lock-up Agreement
-- On 11 August 2015, Avallux, the Cinven Funds and Barclays
entered into a lock-up agreement (the "Lock-up Agreement") pursuant
to which Avallux and the Cinven Funds each agreed that they will
not, without Barclays' consent, dispose of any Just Retirement
Shares 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 shares issued pursuant to the Capital Raise (provided that
admission is not later than 30 days following the Effective Date).
For the purposes of the merger, the Effective date refers to the
date on which: the Scheme becomes effective in accordance with its
terms; or 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.
Sell-down Agreement
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
-- On 11 August 2015, Avallux and the Cinven Funds entered into
a sell down agreement (the "Sell-down Agreement") pursuant to which
Avallux and the Cinven Funds each agreed that that they will not
dispose of any Just Retirement 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 the Cinven Funds cease to
hold or control, in aggregate, five per cent. or more of the Just
Retirement Shares or votes able to be cast at general meetings of
Just Retirement.
Capitalised terms used but not defined in this Announcement
shall have the meanings set out in the Merger Announcement.
For further information, please contact:
Partnership Assurance Group plc
Investors
Katherine Jones, Director of Investor Relations
Media
Jim Boyd, Director of Corporate Affairs 0207 444 8040
Citigate (Financial PR adviser) 020 7618 2744
Grant Ringshaw 020 7282 2851
Shabnam Bashir 020 7282 2822
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J.P. Morgan Cazenove (Sole Global Coordinator,
Joint Bookrunner, Joint Corporate Broker, Joint
Financial Adviser)
Mike Collar
Ed Squire
Charles Pretzlik 020 7742 4000
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Morgan Stanley (Joint Bookrunner, Joint Corporate
Broker, Joint Financial Adviser)
Matt Cannon
Ben Grindley
Martin Thorneycroft 020 7425 8990
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Evercore (Lead Financial Adviser)
Andrew Sibbald
Nick Chapman 020 7653 6000
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Important Notices
This Announcement and the information contained in it is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia, collectively the
"United States"), Australia, Canada, Japan or South Africa or any
other state or jurisdiction in which the same would be unlawful
restricted, unlawful or unauthorised (each a "Restricted
Territory"). This Announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy, acquire or subscribe for shares in the capital
of the Company in any Restricted Territory or to any person to whom
it is unlawful to make such offer or solicitation. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Subject to certain
exemptions, the securities referred to herein may not be offered or
sold in any Restricted Territory or for the account or benefit of
any national resident or citizen of any Restricted Territory. The
Placing Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended ("Securities Act")
or the securities laws or with any securities regulatory authority
of any state or other jurisdiction of the United States, and may
not be offered, sold or transferred, directly or indirectly, in the
United States absent registration under the Securities Act or
pursuant to an available exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. Any offering of the
Placing Shares to be made in the United States will be made only to
a limited number of "qualified institutional buyers" as defined in
Rule 144A under the Securities Act pursuant to an exemption from
the registration requirements of the Securities Act in a
transaction not involving any public offering and outside the
United States in offshore transactions in accordance with
Regulation S under the Securities Act ("Regulation S"). No public
offering of the shares referred to in this Announcement is being
made in the United Kingdom, any Restricted Territory or
elsewhere.
The distribution of this Announcement and the Placing of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken that would permit an offering of such
shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required to
inform themselves about, and to observe, such restrictions. The
information contained 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 any information contained in this Announcement in
whole or in part is unauthorised. Failure to comply with these
restrictions may constitute a violation of the Securities Act or
the applicable laws of other jurisdictions.
This Announcement is directed only at: (A) persons in member
states of the European Economic Area (the "EEA") who are "qualified
investors" within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU, to the extent implemented in the relevant
member state of the EEA) and includes any relevant implementing
measure in each relevant member state of the EEA) (the "Prospectus
Directive") ("Qualified Investors"); (B) persons in the United
Kingdom who are Qualified Investors and who (i) have professional
experience in matters relating to investments and who fall within
the definition of "investment professionals" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order"); or (ii) are high net worth companies,
unincorporated associations and other persons to whom it may
lawfully be communicated in accordance with Article 49(2)(a) to (d)
of the Order; or (C) other persons to whom it may lawfully be
communicated (all such persons together being referred to as
"relevant persons"). Any investment activity in connection with the
Placing will only be available to, and will only be engaged with,
relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its contents.
This Announcement, including the Appendix, has been issued by,
and is the sole responsibility, of the Company. This Announcement
is for information only and does not constitute an offer or
invitation to underwrite, subscribe for or otherwise acquire or
dispose of any securities or investment advice in any jurisdiction
in which such an offer or solicitation is unlawful, including
without limitation, the United States, Australia, Canada, Japan or
South Africa. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. No prospectus will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with the Prospectus
Directive) to be published. Persons needing advice should consult
an independent financial adviser.
No representation or warranty, express or implied, is or will be
made as to or in relation to, and aside from the responsibilities
and liabilities, if any, which may be imposed by the Financial
Services and Markets Act 2000, as amended or the regulatory regime
established thereunder or any other applicable regulatory regime;
no responsibility or liability is or will be accepted by J.P.
Morgan Cazenove, Morgan Stanley or any of their respective
affiliates, parent undertakings, subsidiary undertakings or
subsidiaries of their parent undertakings or any of their
respective directors, officers, employees, agents or advisers or
any other person as to or in relation to, the accuracy,
completeness or sufficiency of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers in connection with the
Company, the Placing Shares or the Placing (including, without
prejudice to the generality of the foregoing, any such information
or opinions or for any errors or omissions) or the Merger; and any
liability therefor is expressly disclaimed.
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove, and Morgan Stanley
& Co. International plc are both authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and Prudential Regulation Authority in the United
Kingdom, are acting solely for the Company and no one else in
connection with the Placing and Admission and will not regard any
other person (whether or not a recipient of this Announcement) as
their respective clients in relation to the Placing and Admission
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 Admission or
any transaction, arrangement or other matter referred to in this
Announcement.
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
This Announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Partnership Assurance, Just Retirement and the Combined
Group. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "assume", "estimate", "intend", "plan", "goal",
"believe", "hope", "aim", "continue", "positioned", "will", "may",
"would", "could" or "should" or other words of similar meaning. By
their nature, forward looking statements involve risks (known and
unknown) and uncertainties (and other factors that are in many
cases beyond the control of Partnership Assurance or Just
Retirement) because such statements relate to events and depend on
circumstances that may or may not occur in the future. There are
several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking
statements. Forward looking statements are not indicative of future
performance and the actual results of operations and financial
condition of the Partnership Assurance Group or the Just Retirement
Group, and the development of the industry in which the Partnership
Assurance Group or the Just Retirement Group operates, may differ
materially from those made in or suggested by the forward looking
statements contained in this document.
Although it is believed that the expectations reflected in any
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
persons reading this announcement are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this announcement. Partnership
Assurance does not assume any obligation to update or correct the
information contained in this announcement (whether as a result of
new information, future events or otherwise), except as required by
applicable law. The cautionary statements set out above should be
considered in connection with any subsequent written or oral
forward looking statements that Partnership Assurance, or persons
acting on their behalf, may issue.
The information contained in this Announcement is subject to
change without notice and the Company does not undertake any
responsibility or obligation nor does it intend to revise or update
publicly or review any of the forward-looking statements in this
Announcement to reflect events or circumstances after the date of
this Announcement (except to the extent required by the Financial
Conduct Authority, the London Stock Exchange or by applicable law,
the Listing Rules or the Disclosure Rules and Transparency Rules).
Prospective investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement, as a prediction of actual results or otherwise.
No statement in this Announcement is or is intended to be a
profit forecast or profit estimate and no statement in this
Announcement should be interpreted to mean or to imply that the
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical or
published earnings per share of the Company. The price of the
Placing 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 Placing Shares.
The Placing Shares to be issued pursuant to the Placing 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
TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY)
AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED
ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE
2003/71/EC, AS AMENDED FROM TIME TO TIME, INCLUDING DIRECTIVE
2010/73/EC, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS"); AND (B) PERSONS IN THE UNITED KINGDOM WHO
ARE QUALIFIED INVESTORS AND (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR ANY
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO "QUALIFIED
INSTITUTIONAL BUYERS" ("QIBs") AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN MERGER OF PLACING
SHARES.
Persons who are invited to and who choose to participate in the
placing of new ordinary shares (the "Placing") in the capital of
Partnership Assurance Group plc (the "Company") of nominal value of
10 pence (the "Placing Shares"), and who are located outside of the
United States or Canada, including any individuals, funds or others
on whose behalf a commitment to acquire Placing Shares is given
(the "Placees"), by making an oral or written offer to acquire
Placing Shares, will (i) be deemed to have read and understood this
Announcement, including this Appendix, in its entirety; and (ii) be
making such offer on the terms and conditions of the Placing
contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the
basis that they have provided) the representations, warranties,
acknowledgements and undertakings set out herein.
In particular each Placee represents, warrants and acknowledges
that:
a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
b) it is and, at the time the Placing Shares are acquired, will
be outside the United States and is acquiring the Placing Shares in
an "offshore transaction" in accordance with Rule 903 of Regulation
S, and it is acquiring beneficial interests in the Placing Shares
for its own account or, if acquiring the Placing Shares for the
account of one or more other persons, it has full power and
authority to make the representations, warranties, agreements and
acknowledgements herein on behalf of each such account; and
c) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, that any Placing Shares
acquired 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 circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of J.P. Morgan Cazenove
(as defined below) and Morgan Stanley (as defined below) has been
given to each such proposed offer or resale.
Persons who are invited to and who choose to participate in the
placing of new ordinary shares and who are located in the United
States (each such person being a "U.S. Placee") or Canada (each
such person being a "Canadian Placee") shall make specific
representations, warranties and acknowledgements pursuant to a U.S.
investor representation letter or a Canadian investor
representation letter, as the case may be.
The Company, J.P. Morgan Cazenove and Morgan Stanley will rely
upon the truth and accuracy of the foregoing representations,
acknowledgements and agreements.
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commissions
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or South Africa. Accordingly,
the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan, South Africa or any other jurisdiction outside the United
Kingdom.
J.P. Morgan Cazenove and Morgan Stanley do not make any
representation to any Placees regarding an investment in the
securities referred to in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing Agreement and of the Placing Shares
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), is acting as Global Co-ordinator and, together with
Morgan Stanley & Co, International plc ("Morgan Stanley" and
together with J.P. Morgan Cazenove the "Joint Bookrunners"), is
acting as Joint Bookrunner in connection with the Placing, and has
entered into a placing agreement (the "Placing Agreement") with the
Company under which they have agreed to use their respective
reasonable endeavours to procure Placees to take up the Placing
Shares, on the terms and subject to the conditions set out
therein.
J.P. Morgan Cazenove and Morgan Stanley have agreed with the
Company, to the extent that Placees are not procured, to take up
the Placing Shares at a certain price, or in the event of any
default by any Placee in paying the Placing Price (as defined
below) in respect of any Placing Shares allotted to it, to take up
such Placing Shares themselves at the Placing Price pursuant to the
Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of 10 pence per share in the capital of the Company (the
"Ordinary Shares"), including the right to receive all dividends
and other distributions declared, made or paid on or in respect of
the Ordinary Shares after the date of Admission (as defined below),
and will on issue be free of all claims, liens, charges,
encumbrances and equities.
The issue of the Placing Shares is to be effected by way of a
cashbox placing. The Company will allot and issue the Placing
Shares on a non-pre-emptive basis to the Placees in consideration
for J.P. Morgan Cazenove transferring its holdings of redeemable
preference shares and ordinary subscriber shares in a Jersey
incorporated special purpose vehicle to the Company. Accordingly,
instead of receiving cash as consideration for the issue of Placing
Shares, at the conclusion of the Placing the Company will own all
of the issued ordinary shares and redeemable preference shares of
the Jersey incorporated special purpose vehicle whose only asset
will be its cash reserves, which will represent an amount
approximately equal to the net proceeds of the Placing.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to the premium
listing segment of the Official List of the UK Listing Authority
(the "Official List") and to the London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing
Shares on its main market for listed securities (together,
"Admission").
It is expected that Admission of the Placing Shares will become
effective at or around 8.00 a.m. (London time) on 29 September 2015
(or such later time and/or date as the Joint Bookrunners may agree
with the Company) (the "Closing Date") and that dealings in the
Placing Shares will commence at that time.
Bookbuild
J.P. Morgan Cazenove and Morgan Stanley will today commence the
bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be
paid to Placees in respect of any Placing Shares.
J.P. Morgan Cazenove and Morgan Stanley shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, following consultation with
the Company, determine.
It is anticipated that the Placing and Just Retirement Placing
and Open Offer will be conducted with co-ordination between both
the syndicate of banks acting for Just Retirement on one hand and
the Joint Bookrunners acting on behalf of the Company on the other
hand 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.
Participation in, and principal terms of, the Placing
1. J.P. Morgan Cazenove is arranging the Placing as Sole Global
Co-ordinator and together with Morgan Stanley is acting as Joint
Bookrunner and Agent of the Company. Participation in the Placing
will only be available to persons who may lawfully be, and are,
invited to participate by J.P. Morgan Cazenove or Morgan Stanley.
J.P. Morgan Cazenove, Morgan Stanley and their respective
affiliates are entitled to enter bids as principal in the
Bookbuild.
2. The Bookbuild, if successful, will establish a single price
payable in respect of the Placing Shares to the Joint Bookrunners
by all Placees whose bids are successful (the "Placing Price"). The
Placing Price will be determined by J.P. Morgan Cazenove, Morgan
Stanley and the Company following completion of the Bookbuild and
any discount to the market price of the Ordinary Shares will be
determined in accordance with the listing rules of the FCA. The
Placing Price will be announced on a Regulatory Information Service
following completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at J.P. Morgan Cazenove
or Morgan Stanley as applicable. Each bid should state the number
of Placing Shares which the prospective Placee wishes to acquire at
either the Placing Price, which is ultimately established by the
Company, J.P. Morgan Cazenove and Morgan Stanley, or at prices up
to a price limit specified in its bid. Bids may be scaled down by
J.P. Morgan Cazenove and Morgan Stanley on the basis referred to in
paragraph 7 below.
4. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with J.P.
Morgan Cazenove or Morgan Stanley's consent (as the case may be),
will not be capable of variation or revocation after the time at
which it is submitted. Each Placee will also have an immediate,
separate, irrevocable and binding obligation owed to J.P. Morgan
Cazenove or Morgan Stanley (as the case may be), as agents for the
Company, to pay it (or as it may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing
Shares that such Placee has agreed to acquire and the Company has
agreed to allot. Each Placee's obligations will be owed to either
J.P. Morgan Cazenove or Morgan Stanley (as the case may be).
5. The Bookbuild is expected to close no later than 4.00pm
(London time) on 25 September 2015 but may be closed earlier or
later, at the discretion of the Joint Bookrunners. The Joint
Bookrunners may, in agreement with the Company, accept bids that
are received after the Bookbuild has closed.
6. Each prospective Placee's allocation will be determined by
J.P. Morgan Cazenove, Morgan Stanley and the Company and will be
confirmed to Placees orally by JPMC or Morgan Stanley following the
close of the Bookbuild, and a trade confirmation will be dispatched
as soon as possible thereafter. J.P. Morgan Cazenove or Morgan
Stanley's oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of J.P. Morgan Cazenove,
Morgan Stanley and the Company, to acquire the number of Placing
Shares allocated to it and to pay the relevant Placing Price on the
terms and conditions set out in this Appendix and in accordance
with the Company's articles of association. All obligations under
the Bookbuild and 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 below under "Right to terminate under the
Placing Agreement". By participating in the Bookbuild, each 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
Placee.
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
7. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined in
agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. The Joint Bookrunners
may also, notwithstanding paragraphs 3 and 4 above, in agreement
with the Company, (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time
and (ii) allocate Placing Shares after the Bookbuild has closed to
any person submitting a bid after that time. 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,
at its absolute discretion. The acceptance of the bids shall be at
the Joint Bookrunners' absolute discretion, subject to agreement
with the Company.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
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".
9. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
10. By participating in the Bookbuild, each Placee agrees 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 Placee.
11. To the fullest extent permissible by law none of J.P. Morgan
Cazenove, Morgan Stanley nor any of their respective affiliates,
agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of J.P. Morgan Cazenove, Morgan Stanley nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including, to the
fullest extent permissible by law any fiduciary duties) in respect
of J.P. Morgan Cazenove and/or Morgan Stanley's conduct of the
Bookbuild or such alternative method of effecting the Placing as
J.P. Morgan Cazenove, Morgan Stanley and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. J.P. Morgan Cazenove and Morgan Stanley's obligations under
the Placing Agreement are conditional on, inter alia:
a) none of the representations, warranties and undertakings of
the Company contained in the Placing Agreement being untrue,
inaccurate or misleading on and as at the date of the Placing
Agreement and immediately prior to Admission;
b) neither the Company nor Just Retirement having announced that
they do not intend to proceed with the Merger;
c) the Cinven Funds participating in the Placing;
d) Admission taking place by 8:00 a.m. (London time) on the
Closing Date (or such later time and/or date as the Company and the
Joint Bookrunners may otherwise agree in writing); and
e) the Company, allotting subject only to Admission, the Placing
Shares in accordance with the Placing Agreement.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where permitted) waived by the Joint Bookrunners, by the relevant
time or date specified (or such later time or date as the Joint
Bookrunners may agree in writing); or (ii) any of such conditions
become incapable of being satisfied; or (iii) the Placing Agreement
is terminated in the circumstances specified below, the Placing
will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by it in
respect thereof.
The Joint Bookrunners (if they both agree) may in their absolute
discretion and upon such terms as they think fit, waive compliance
by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the above conditions relating, inter alia, to Admission
taking place may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
None of J.P. Morgan Cazenove, Morgan Stanley nor any of their
respective affiliates, agents, directors, officers or employees
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 they 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 they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners.
Lock-up
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 180 days after (but
including) the date of Admission, it will not, without the prior
written consent of the Joint Bookrunners offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant
for the sale of, lend or otherwise transfer or dispose of any
securities of the same class as the Placing Shares or any
securities convertible into or exchangeable for securities of the
same class as the Placing Shares or other instruments representing
interests in securities of the same class as the Placing Shares or
enter into any swap or other agreement or transaction that
transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of Ordinary Shares, subject to
certain customary carve-outs agreed between the Joint Bookrunners
and the Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners and that
they need not make any reference to, or consult with, Placees and
that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant
consent.
Right to terminate under the Placing Agreement
The Joint Bookrunners are entitled at any time before Admission,
to terminate the Placing Agreement in accordance with the terms of
the Placing Agreement in certain circumstances, including a breach
of the warranties given to the Joint Bookrunners in the Placing
Agreement or the occurrence of a force majeure event.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners and that the Joint Bookrunners
need not make any reference to, or consult with, Placees and shall
have no liability to Placees whatsoever in connection with any such
exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing or Admission and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published. Placees' commitments will be made solely on the basis of
the information contained in this Announcement, including this
Appendix, released by the Company today and any information
publicly announced to a Regulatory Information Service by or on
behalf of the Company prior to the date of this Announcement and
subject to the further terms set forth in the contract note to be
provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement, including this Appendix, and
all other publicly available information previously published by
the Company by notification to a Regulatory Information Service or
otherwise filed by the Company is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any other information, representation, warranty, or statement made
by or on behalf of the Company, J.P. Morgan Cazenove or Morgan
Stanley or any other person and none of the Company, J.P. Morgan
Cazenove, Morgan Stanley nor any of their respective affiliates nor
any other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation by that person.
Registration and Settlement
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. J.P. Morgan Cazenove and the Company reserve the right
to require settlement for, and delivery of, the Placing Shares (or
any part thereof) to Placees by such other means that they deem
necessary if delivery or settlement is not possible or practicable
within the CREST system by the expected time for settlement and
delivery set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the closing of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a trade
confirmation in accordance with the standing arrangements in place
with the relevant Joint Bookrunner stating the number of Placing
Shares allocated to it at the Placing Price, 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 the standing CREST instructions in respect of the
Placing Shares that it has in place with the relevant Joint
Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by J.P. Morgan Cazenove as the Company's agent and J.P.
Morgan Cazenove will enter its delivery (DEL) instruction into the
CREST system. The input to CREST by a Placee of a matching or
acceptance instruction with the relevant Joint Bookrunner will then
allow delivery of the relevant Placing Shares to that Placee
against payment.
It is expected that settlement will be on 29 September 2015 on a
T+2 delivery basis in accordance with the instructions set out in
the contract note.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Joint Bookrunners may agree that the
Placing Shares should be issued in certificated form. The Joint
Bookrunners reserve the right to require settlement for the Placing
Shares, and to deliver the Placing 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 LIBOR as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Joint Bookrunners' 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
Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on the Joint Bookrunners all
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which the Joint
Bookrunners lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing 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 Placing Shares should, subject as provided below
and in particular provided there is no agreement for the sale of
the Placing Shares between any such agent and the Placee, be so
registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty
or stamp duty reserve tax (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares), none of J.P. Morgan Cazenove, Morgan
Stanley nor the Company shall be responsible for the payment
thereof.
Placees shall not be entitled to receive any fee or commission
in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with J.P. Morgan Cazenove and Morgan Stanley (in their capacities
as bookrunner and agent of the Company, in each case as a
fundamental term of their application for Placing Shares), the
following:
a) it has read and understood this Announcement, including this
Appendix, in its entirety and that its acquisition of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement and that it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by an
person in connection with the Placing, the Company, the Placing
Shares or otherwise;
b) no offering document or prospectus has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Bookbuild, the Placing or the Placing Shares
and J.P. Morgan Cazenove and Morgan Stanley have not provided and
will not provide to it any other material regarding the Placing
Shares or the Company and it has not requested J.P. Morgan Cazenove
or Morgan Stanley to provide any such information;
c) the Ordinary Shares are listed on the premium listing segment
of the Official List and are admitted to trading on the main market
of the London Stock Exchange and that the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the FCA and it is able
to obtain or access such information, or comparable information
concerning any other publicly traded company, in each case without
undue difficulty;
d) that the Placing is not conditional on completion of the
Merger or the Just Retirement Placing and Open Offer and both the
Merger and the Just Retirement Placing and Open Offer are dependent
upon certain conditions being satisfied or waived and that
accordingly none of the Company, J.P. Morgan Cazenove nor Morgan
Stanley warrant or represent that the Merger or the Just Retirement
Placing and Open Offer will take place. More information on the
conditions to which the Merger is subject can be found in Appendix
II to the Merger Announcement and more information on the Just
Retirement Placing and Open Offer can be found in the separate
announcement in relation to the Just Retirement Placing and Open
Offer issued by Just Retirement today. If the Merger does complete
then Partnership Assurance Shareholders (aside from in respect of
those Partnership Assurance Shares owned by Just Retirement) will
cease to be shareholders in Partnership Assurance and will instead
become shareholders in Just Retirement on the basis of an exchange
ratio of 0.834 Just Retirement Shares for every Partnership
Assurance Share owned by a Partnership Assurance Shareholder on the
date of completion of the Merger;
e) it has read and understood the Merger Announcement, including all Appendices, in its entirety;
f) that Just Retirement is separately raising equity capital in
connection with the Merger as separately announced by Just
Retirement today;
g) it has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing
Shares;
h) none of J.P. Morgan Cazenove, Morgan Stanley, their
respective affiliates or any person acting on behalf of any of them
has or shall have any liability for any information made publicly
available by or in relation to the Company or any representation,
warranty or statement relating to the Company or the Company's
group contained therein or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
i) none of J.P. Morgan Cazenove, Morgan Stanley, the Company,
any of their respective affiliates, agents, directors, officers or
employees nor any person acting on behalf of any of them has
provided, nor will provide, it with any material regarding the
Placing Shares or the Company other than this Announcement; nor has
it requested any of J.P. Morgan Cazenove, Morgan Stanley, the
Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such information;
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
j) unless otherwise specifically agreed with J.P. Morgan
Cazenove or Morgan Stanley (as applicable), it is not and at the
time the Placing Shares are acquired, neither it nor the beneficial
owner of the Placing Shares will be, a resident of the United
States, Australia, Canada, Japan or South Africa and further
acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of the United States,
Australia, Canada, Japan or South Africa and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into those
jurisdictions;
k) the Placing Shares have not been and will not be registered
and that a prospectus will not be cleared in respect of any of the
Placing Shares under the securities laws or legislation of the
United States or any state or jurisdiction thereof, Australia,
Canada, Japan or South Africa and, subject to certain exceptions,
may not be offered, sold, or delivered or transferred, directly or
indirectly, in or into those jurisdictions;
l) the Placing Shares are being subscribed for investment
purposes, and not with a view to, or for resale in connection with,
any distribution of the Placing Shares within the meaning of the
United States securities laws;
m) each of it and the beneficial owner of the Placing Shares is,
and at the time the Placing Shares are acquired will be, located
outside the United States and acquiring the Placing Shares in an
"offshore transaction" as defined in Rule 902, and in accordance
with Rule 903, of Regulation S;
n) the Placing Shares may not be reoffered, resold, pledged or
otherwise transferred by it except outside the United States in an
offshore transaction in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act;
o) it is located outside the United States and it is not
acquiring any of the Placing Shares as a result of any form of
directed selling efforts (as defined in Regulation S under the
Securities Act);
p) where it is acquiring the Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account;
q) if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
r) understands that the Placing Shares are expected to be issued to it through CREST;
s) the content of this Announcement is exclusively the
responsibility of the Company and that none of J.P. Morgan
Cazenove, Morgan Stanley nor their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has or shall have any liability for any information,
representation or statement contained in, or omission from, this
Announcement or any information previously or subsequently
published by or on behalf of the Company including, without
limitation, any information required to be published by the Company
pursuant to applicable laws ("Exchange Information"), and will not
be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire Placing Shares is contained in this Announcement
and any information previously published by the Company including
but not limited to the Merger Announcement by notification to a
Regulatory Information Service, such information being all that
such Placee deems necessary or appropriate and sufficient to make
an investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given, or
representations, warranties or statements made, by any of J.P.
Morgan Cazenove, Morgan Stanley, the Company or any of their
respective affiliates and none of J.P. Morgan Cazenove, Morgan
Stanley nor the Company nor any of their respective affiliates 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. Each Placee further
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
deciding to participate in the Placing. None of J.P. Morgan
Cazenove, Morgan Stanley, the Company nor any of their respective
affiliates has made any representations to it, express or implied,
with respect to the Company, the Placing and the Placing Shares or
the accuracy, completeness or adequacy of the Exchange Information
or any other information, and each of them disclaims any liability
in respect thereof. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
t) the issue to it, or the person specified by it for
registration as holder, of Placing Shares will not give rise to a
liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
Placing Shares into a clearance service;
u) it has complied with its obligations under the Criminal
Justice Act 1993, section 118 of the Financial Services and Markets
Act 2000 (the "FSMA") and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006 and the
Money Laundering Regulations 2007 and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and the Money Laundering Sourcebook of the FCA 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;
v) its commitment to acquire Placing Shares on the terms set out
herein will continue notwithstanding any amendment that may in
future be made to the terms and conditions 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, J.P. Morgan
Cazenove or Morgan Stanley's conduct of the Placing;
w) 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 the acknowledgments,
representations and agreements herein on behalf of each such
person, and (ii) it is and will remain liable to the Company J.P.
Morgan Cazenove and Morgan Stanley 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);
x) if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, the Placing Shares acquired 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 which has
implemented the Prospectus Directive other than Qualified
Investors, or in circumstances in which the prior consent of J.P.
Morgan Cazenove or Morgan Stanley (as applicable) has been given to
the proposed offer or resale;
y) it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, 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
the FSMA;
z) it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA except
in circumstances falling within Article 3(2) of the Prospectus
Directive which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of that
Directive;
aa) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person;
bb) it has complied and will comply with all applicable laws
with respect to anything done by it in relation to the Placing
Shares (including all relevant provisions of the FSMA in respect of
anything done in, from or otherwise involving, the United
Kingdom);
cc) if it has received any inside information about the Company
in advance of the Placing, it has not (i) dealt in the securities
of the Company, (ii) encouraged or required another person to deal
in the securities of the Company, or (iii) disclosed such
information to any person, prior to the information being made
publicly available;
dd) if in a member state of the EEA, unless otherwise
specifically agreed with J.P. Morgan Cazenove or Morgan Stanley (as
applicable) in writing, it is a "qualified investor" within the
meaning of Article 2(1)(e) of the Prospectus Directive;
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
ee) if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order, or (ii) who falls within Article
49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc.") of the Order, or (iii) if not a person meeting
the criteria for an investment professional or otherwise of the
foregoing (or the criteria of qualified investors for the purposes
of section 86(7) of the FSMA), that he or she is a director of the
Company at the time of the Placing, or (iv) to whom this
Announcement may otherwise lawfully be communicated;
ff) no action has been or will be taken by either the Company,
J.P. Morgan Cazenove or Morgan Stanley or any person acting on
behalf of the Company, J.P. Morgan Cazenove or Morgan Stanley that
would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
gg) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions that apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in J.P. Morgan Cazenove, Morgan Stanley,
the Company or any of their respective directors, officers, agents,
employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
hh) it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
ii) it (and any person acting on its behalf) will make payment
in respect of the Placing Shares allocated to it in accordance with
this Appendix on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
acquirers or sold as J.P. Morgan Cazenove or Morgan Stanley (as
applicable) may in their sole respective discretions determine and
without liability to such Placee, who will remain liable for any
amount by which the net proceeds of such sale falls short of the
product of the relevant Placing Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty,
stamp duty reserve tax or other similar taxes (together with any
interest or penalties) which may arise upon the sale of such
Placee's Placing Shares;
jj) its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that J.P. Morgan Cazenove, Morgan Stanley
or the Company may call upon it to acquire a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
kk) the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. None of J.P. Morgan Cazenove, Morgan Stanley or the
Company will 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 ("Indemnified Taxes"). Each
Placee and any person acting on behalf of such Placee agrees to
indemnify the Company, J.P. Morgan Cazenove and Morgan Stanley on
an after-tax basis in respect of any Indemnified Taxes on the basis
that the Placing Shares will be allotted to the CREST account of
J.P. Morgan Cazenove who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
ll) none of J.P. Morgan Cazenove, Morgan Stanley nor any of
their affiliates, nor any person acting on behalf of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that its participation in the Placing is on
the basis that it is not and will not be a client of J.P. Morgan
Cazenove or Morgan Stanley in connection with its participation in
the Placing and that neither J.P. Morgan Cazenove nor Morgan
Stanley has any duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
mm) in making any decision to acquire Placing Shares it (i) has
such knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for or acquiring the Placing
Shares, (ii) will not look to J.P. Morgan Cazenove or Morgan
Stanley for all or part of any such loss it may suffer, (iii) is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of participating in, and is able to sustain
a complete loss in connection with, the Placing and (iv) has no
need for liquidity with respect to its investment in the Placing
Shares. It further confirms that it has relied on its own
examination and due diligence of the Company and its associates
(taken as a whole), the Merger and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of J.P. Morgan
Cazenove and/or Morgan Stanley;
nn) in connection with the Placing, J.P. Morgan Cazenove, Morgan
Stanley and any of their respective affiliates acting as an
investor for its own account may take up Placing Shares in the
Company and in that capacity may retain, purchase or sell for its
own account such Placing Shares in the Company 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. J.P. Morgan Cazenove and Morgan Stanley do not intend
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so;
oo) these terms and conditions of the Placing and any agreements
entered into by it pursuant to these terms and conditions of the
Placing, 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 Placing Shares (together with
any interest chargeable thereon) may be taken by either the
Company, J.P. Morgan Cazenove or Morgan Stanley 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;
pp) it will indemnify on an after tax basis and hold the
Company, J.P. Morgan Cazenove and Morgan Stanley and their
respective affiliates harmless 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 and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
qq) that J.P. Morgan Cazenove and Morgan Stanley reserve the
right (acting together and subject to agreement with the Company)
to waive or alter any of the provisions set out in this
Announcement (including the Appendix). Any such alteration or
waiver will not affect Placees' commitments as set out in this
Announcement; and
rr) that it is anticipated that the Placing and Just Retirement
Placing and Open Offer will be conducted with co-ordination between
both the syndicate of banks acting for Just Retirement on one hand
and the Joint Bookrunners acting on behalf of the Company on the
other hand 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;
and
ss) J.P. Morgan Cazenove, Morgan Stanley, the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings which
are given to J.P. Morgan Cazenove and Morgan Stanley on their
behalf and on behalf of the Company and are irrevocable.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as J.P. Morgan Cazenove and Morgan
Stanley and are irrevocable. Each Placee, and any person acting on
behalf of a Placee, acknowledges that none of the Company, J.P.
Morgan Cazenove or Morgan Stanley owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 02:00 ET (06:00 GMT)
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