TIDMPA. TIDMJRG
RNS Number : 6218E
Partnership Assurance Group PLC
05 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
5 November 2015
RECOMMENDED ALL SHARE MERGER BY WAY OF AN ACQUISITION
by
JUST RETIREMENT GROUP PLC ("Just Retirement")
of
PARTNERSHIP ASSURANCE GROUP PLC ("Partnership Assurance")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document
On 11 August 2015, the boards of Partnership Assurance and Just
Retirement announced that they had reached agreement regarding the
terms of a recommended all share merger to create JRP Group plc
(the "Merger"), to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 through which the entire
issued and to be issued ordinary share capital of Partnership
Assurance will be acquired by Just Retirement (the "Scheme").
Partnership Assurance announces that the scheme document
relating to the Merger, containing, among other things, the full
terms of, and conditions to, the Scheme and the Merger and an
explanatory statement, together with the actions to be taken by
Partnership Assurance Shareholders (the "Scheme Document"), is
today being sent to Partnership Assurance Shareholders, together
with the Forms of Proxy for the Court Meeting and the General
Meeting and the prospectus of Just Retirement.
Subject to the approval of the eligible Partnership Assurance
Shareholders, the sanction of the Court and the satisfaction or
waiver of the other Conditions, it is currently expected that the
Scheme will become effective around the end of December 2015. The
current expected timetable of principal events for the
implementation of the Scheme is attached as an appendix to this
announcement.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
Notices of the Court Meeting and General Meeting
Notices of both the Court Meeting and the General Meeting are
set out in the Scheme Document. The Court Meeting will start at
12.00 p.m. on 26 November 2015 at Andaz Hotel, 40 Liverpool Street,
London EC2M 7QN. Implementation of the Scheme also requires
approval of Partnership Assurance Shareholders at the General
Meeting to be held at the same venue at 12.15 p.m. on 26 November
2015 (or as soon thereafter as the Court Meeting has concluded or
been adjourned).
Timetable
The current expected timetable of principal events for the
implementation of the Scheme is set out below. If any of the key
dates set out in the timetable change, Partnership Assurance will
give notice of this change by issuing an announcement via a
Regulatory Information Service.
Event Time and/or date
---------------------------------------------------------- ----------------------------------------------------------
Just Retirement Annual General Meeting 12.00 p.m. on 23 November 2015
Just Retirement General Meeting 12.30 p.m. on 23 November 2015 (Or as soon thereafter as
the Just Retirement Annual General
Meeting shall have concluded or been adjourned)
Latest time for receipt of blue Forms of Proxy / CREST 12.00 p.m. on 24 November 2015(1)
Proxy Instructions for the Court Meeting
Latest time for receipt of white Forms of Proxy / CREST 12.15 p.m. on 24 November 2015(2)
Proxy Instructions for the General
Meeting
Voting Record Time for the Court Meeting and General 6.00 pm on 24 November 2015(3)
Meeting
Court Meeting 12.00 p.m. on 26 November 2015
General Meeting 12.15 p.m. on 26 November 2015(4)
The following dates are subject to change(5)
Scheme Court Hearing (to sanction the Scheme) 18 December 2015(6) (the Court Sanction Date)
Last day of dealings in, and for registrations of Court Sanction Date
transfers of and disablement in CREST of,
Partnership Assurance Shares
Dealings in Partnership Assurance Shares suspended 5.00 p.m. on the Court Sanction Date
Scheme Record Time 6.00 p.m. on the Court Sanction Date
Effective Date of the Scheme 2-5 Business Days following the Court Sanction Date(7)
Cancellation of admission of and dealings in Partnership By 8.00 a.m. on the Business Day following the Effective
Assurance Shares Date
Admission and commencement of dealings in the New Just By 8.00 a.m. on the Business Day following the Effective
Retirement Shares Date
CREST accounts credited with New Just Retirement shares As soon as possible after 8.00 a.m. on the Business Day
following the Effective Date
Despatch of definitive share certificate for the New Just Within 14 days of the Effective Date
Retirement Shares, where applicable
Despatch of cheques, or CREST accounts credited in Within 14 days of the Effective Date
respect of fractional entitlements to New
Just Retirement Shares
Long Stop Date 30 April 2016(8)
Current Trading and Prospects
Paragraph 9 of Part I of the Scheme Document sets out summary
information regarding Partnership Assurance's current trading and
prospects. Partnership Assurance Shareholders should also refer to
Partnership Assurance's unaudited 2015 Q3 interim management
statements for the quarter ended 30 September 2015, which are
incorporated into the Scheme Document by reference in Part V
(Financial information) of the Scheme Document.
Other
A copy of this announcement and the Scheme Document will be
available free of charge (subject to any applicable restrictions
with respect to persons resident in certain jurisdictions) on
Partnership Assurance's website.
Enquiries:
Barclays (Lead financial adviser to Just Retirement)
+44 (0) 20
Michael Lamb 7623 2323
+44 (0) 20
Derek Shakespeare 7623 2323
+44 (0) 20
Barry Meyers 7623 2323
+44 (0) 20
Stuart Ord 7623 2323
Partnership Assurance (Investors)
Katherine +44 (0) 20
Jones 7444 8040
Partnership Assurance (Media)
+44 (0) 20
Jim Boyd 7618 2744
Evercore (Lead financial adviser to Partnership Assurance)
+44 (0) 20
Andrew Sibbald 7653 6000
+44 (0) 20
Nick Chapman 7653 6000
Citigate (Financial PR adviser to Partnership
Assurance)
+44 (0) 20
Grant Ringshaw 7282 2851
+44 (0) 20
Shabham Bashir 7282 2822
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting for Partnership Assurance and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Partnership Assurance for providing the protections afforded to
clients of Evercore, or for giving advice in connection with the
matter referred to in this announcement or any matter referred to
herein.
Barclays Bank PLC, acting through its investment bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting
for Just Retirement and no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than Just Retirement for providing the protections
afforded to clients of Barclays, or for giving advice in connection
with the matters referred to in this announcement or any matter
referred to herein.
This announcement is for information purposes only and is not
intended to and does not constitute an offer or an invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful.
Overseas jurisdictions
Partnership Assurance Shareholders who are not resident in
and/or citizens of the United Kingdom or the United States may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom or the United States should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions.
(MORE TO FOLLOW) Dow Jones Newswires
November 05, 2015 02:00 ET (07:00 GMT)
Unless otherwise determined by Just Retirement or required by
the Code and permitted by applicable law and regulation, the Merger
will not be made in or into and will not be capable of acceptance
in or from any jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the Scheme
if to do so would constitute a violation of the laws in that
jurisdiction. Accordingly, unless otherwise determined by Just
Retirement or required by the Code and permitted by applicable law
and regulation, copies of this announcement and formal
documentation relating to the Merger will not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from
any jurisdiction where to do so would violate the laws of that
jurisdiction.
The New Just Retirement Shares have not been, and will not be,
listed on any stock exchange other than the London Stock Exchange
and have not been, and will not be, registered under the US
Securities Act or under any laws of any state, district or other
jurisdiction, of the United States, nor have clearances been, nor
will they be, obtained from the securities commission or similar
authority of any province or territory of Canada and no prospectus
has been, or will be, filed, or registration made, under any
securities law of any province or territory of Canada, nor has a
prospectus in relation to the New Just Retirement Shares been, nor
will one be, lodged with, or registered by, the Australian
Securities and Investments Commission, nor have any steps been
taken, nor will any steps be taken, to enable the New Just
Retirement Shares to be offered in compliance with applicable
securities laws of Japan and no regulatory clearances in respect of
the New Just Retirement Shares have been, or will be, applied for
in any other jurisdiction.
Overseas Shareholders should consult their own legal and tax
advisers with respect to the legal and tax consequences of the
Scheme and their particular circumstances. It is the responsibility
of any person into whose possession this announcement comes to
satisfy themselves as to the full observance of the laws of the
relevant jurisdiction in connection with the Merger including the
obtaining of any governmental, exchange control or other consents
which may be required and/or compliance with other necessary
formalities which are required to be observed and the payment of
any issue, transfer or other taxes or levies due in such
jurisdiction.
Note to US Shareholders
The Merger relates to the securities of an English company with
a listing on the London Stock Exchange and is proposed to be
implemented under a scheme of arrangement provided for under the
laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme is subject to the procedural and disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of US
tender offer or proxy solicitation rules. The financial information
with respect to Partnership Assurance and Just Retirement included
or referred to in this announcement has been or will have been
prepared in accordance with IFRS and thus may not be comparable to
financial information of United States companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States. If Just
Retirement exercises its right to implement the acquisition of the
Partnership Assurance Shares by way of a Takeover Offer in lieu of
the Scheme, such offer will be made in compliance with applicable
US tender offer laws and regulations, including Section 14(e) of
the US Exchange Act and Regulation 14E thereunder. Such an offer
would be made in the United States by Just Retirement and no one
else. In addition to any such Takeover Offer, Just Retirement,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in Partnership Assurance outside such Takeover
Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase
were made they would be made outside the United States and would
comply with applicable laws and regulations, including the US
Exchange Act. Any information about such purchases will be
disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service of the UK Listing Authority and will
be available on the London Stock Exchange website:
www.londonstockexchange.com.
The New Just Retirement Shares have not been and will not be
registered under the US Securities Act or under the securities laws
of any state or other jurisdiction of the United States. The New
Just Retirement Shares may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly, in or
into the United States absent registration under the US Securities
Act or an exemption therefrom.
The New Just Retirement Shares are expected to be issued in
reliance upon the exemption from the registration requirements of
the US Securities Act provided by Section 3(a)(10) thereof. For the
purposes of qualifying for such exemption, Partnership Assurance
will advise the Court that its sanctioning of the Scheme will be
relied upon by Just Retirement as an approval of the Scheme
following a hearing on its fairness to Partnership Assurance
Shareholders, at which hearing all such shareholders are entitled
to attend in person or through counsel to support or oppose the
sanctioning of the Scheme, and with respect to which notification
has been given to all such shareholders. Partnership Assurance
Shareholders who are or will be deemed to be "affiliates" (as such
term is defined in Rule 144 under the US Securities Act) of Just
Retirement after the Effective Date will be subject to certain
United States transfer restrictions relating to the New Just
Retirement Shares received pursuant to the Merger.
The receipt of New Just Retirement Shares pursuant to the Scheme
by a US Partnership Assurance Shareholder will be a taxable
transaction for United States federal income tax purposes, and may
also be a taxable transaction under applicable state and local tax
laws, as well as foreign and other tax laws. Each Partnership
Assurance Shareholder is urged to consult his independent
professional advisor immediately regarding the tax consequences of
the Merger.
It may be difficult for US Partnership Assurance Shareholders to
enforce their rights and claims arising out of the US federal
securities laws, since Just Retirement and Partnership Assurance
are located in countries other than the United States, and some or
all of their officers and directors may be residents of countries
other than the United States. US Partnership Assurance Shareholders
may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.
Neither the SEC nor any securities commission of any state of
the United States has approved the Merger, passed upon the fairness
of the Merger or passed upon the adequacy or accuracy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Merger and other information published by Partnership Assurance and
Just Retirement contain statements that are or may be
forward-looking statements. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the respective
management of Partnership Assurance and Just Retirement about
future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking
statements. Actual results may differ materially from those
expressed in the forward-looking statements depending on a number
of factors, including the satisfaction of the Conditions, future
market conditions, the behaviour of other market participants, an
adverse change in the economic climate, and the extent to which
Partnership Assurance's business is successfully integrated within
Just Retirement, among others. Risks relating to Partnership
Assurance and Just Retirement are included in their respective
annual reports. Many of these risks and uncertainties relate to
factors that are beyond the relevant company's ability to control
or estimate precisely, such as future market conditions and the
behaviours of other market participants and, therefore, undue
reliance should not be placed on such statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the Merger,
the expected timing and scope of the Merger and other statements
other than historical facts. All statements other than statements
of historical facts included in this announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "will", "may",
"should", "could", "would", "continue", "believes", "expects",
"intends", "estimates", "anticipates", "aims", "targets", "plans",
"forecasts", "synergy", "cost-saving", "projects", "goal",
"strategy", "budget", "might" or, words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the
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