TIDMPA.
RNS Number : 2298A
Partnership Assurance Group PLC
25 September 2015
25 September 2015
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, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
STATE OR JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE
SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.
Partnership Assurance Group plc
Results of Placing
Partnership Assurance Group plc ("Partnership Assurance" or the
"Company") is pleased to announce the successful completion of the
placing announced earlier today (the "Placing"). The Placing was
undertaken in connection 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").
A total of 39,995,997 new ordinary shares of 10 pence each in
the capital of the Company (the "Placing Shares") have been placed
by J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), and Morgan Stanley & Co, International plc ("Morgan
Stanley") at a price of 135 pence per Placing Share, (the "Placing
Price") raising proceeds of GBP54.0 million (before expenses).
The placing price of 135 pence per Placing Share represents a
discount of 3.2 per cent. to the intra-day price at 09:05 a.m.
(being the time the placing price was agreed). The net placing
price of approximately 133 pence per Placing Share to be received
by the Company after expenses directly attributable to the Placing
represents a discount of approximately 4.9 per cent. to that
intra-day price.
The Placing Shares represent approximately 9.99% of Partnership
Assurance's issued ordinary share capital prior to the Placing.
Applications have been made for the Placing Shares to be
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the main market of
the London Stock Exchange plc (together "Admission"). It is
expected that Admission will take place at 8.00 a.m. on 29
September 2015 at which time dealings in the Placing Shares will
commence. The Placing is conditional, inter alia, upon Admission
becoming effective not later than 8.00 a.m. on 29 September 2015
(or such later date as the Company, J.P. Morgan Cazenove and Morgan
Stanley may otherwise agree) and upon the Placing Agreement
becoming unconditional and 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.
The Placing Shares, when issued, will be credited as fully paid
and rank pari passu in all respects with the existing issued
ordinary shares of ten pence each in the capital of the Company
(the "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 went
ex-dividend on 20 August 2015.
The Cinven Funds subscribed for 11,206,585 Placing Shares for a
total consideration of GBP15.1 million. Following Admission, the
Cinven Funds will hold 218.8 million Ordinary Shares representing a
shareholding of 49.7 per cent. The placing of shares with the
Cinven Funds is a smaller related party transaction under Listing
Rule 11.1.10R.
In accordance with DTR 5.6.1AR, the Company announces that,
following Admission, it will have 439,995,968 Partnership Assurance
Shares in issue and admitted to trading on the main market for
listed securities of the London Stock Exchange. The total number of
voting rights of the Company will be 439,995,968. This figure may
be used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company. The
Company has no Partnership Assurance Shares held in treasury.
In accordance with Rule 2.10 of the Takeover Code, Partnership
Assurance announces that, as at the date of this announcement, it
has 439,995,968 Partnership Assurance Shares in issue. The
International Securities Identification Number for the Partnership
Assurance Shares is GB00B9QN7S21.
In accordance with Rule 2.11 of the Takeover Code, Partnership
Assurance announces that the 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 (UBTI) Limited
Partnership, Fourth Cinven Fund Co-Investment Partnership and the
Fourth Cinven Fund (MACIF) Limited Partnership subscribed for
11,206,585 Placing Shares, and that such Placing Shares shall be
subject to the irrevocable undertaking dated 11 August 2015 from
the 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 (UBTI) Limited Partnership, Fourth
Cinven Fund Co-Investment Partnership, Fourth Cinven Fund (MACIF)
Limited Partnership and Fourth Cinven Fund FCPR to Just Retirement
Group plc and Partnership Assurance as if such Placing Shares were
deemed to be Shares for all purposes under the terms of such
irrevocable undertaking. No other terms of such irrevocable
undertaking have been amended.
Disclosure requirement under the Takeover Code
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of Partnership Assurance or Just Retirement must make a
public Dealing Disclosure if the person deals in any relevant
securities of Partnership Assurance or Just Retirement.
Public Dealing Disclosures must also be made by any persons
acting in concert with, and Exempt Principal Traders connected with
Partnership Assurance or Just Retirement (see Rules 8.1, 8.2, 8.4
and 8.5). In addition, certain private Dealing Disclosures may be
required to be made by persons acting in concert with, or Exempt
Principal Traders connected with, Partnership Assurance or Just
Retirement under Rules 8.6 and 8.7.
The placing of the Placing Shares is a "dealing" as defined
under the Takeover Code, therefore a Dealing Disclosure shall be
made by the relevant placees under Rule 8 of the Takeover Code as
set out above.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on 28 September
2015. A Dealing Disclosure by a person to whom Rules 8.1, 8.2, 8.4,
8.5, 8.6 or 8.7 apply must be made by no later than 12 noon (London
time) on 28 September 2015.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make a Dealing Disclosure."
Enquiries
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 NOTICE
This announcement (the "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
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