Partnership Assurance Group PLC Supplementary Scheme Document (0020S)
March 14 2016 - 8:21AM
UK Regulatory
TIDMPA. TIDMJRG
RNS Number : 0020S
Partnership Assurance Group PLC
14 March 2016
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW JUST RETIREMENT SHARES
EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED ON
28 SEPTEMBER 2015 (AS SUPPLEMENTED BY THE SUPPLEMENTARY PROSPECTUS
PUBLISHED ON 14 MARCH 2016), THE JUST RETIREMENT CIRCULAR PUBLISHED
ON 14 MARCH 2016 OR THE PARTNERSHIP ASSURANCE SCHEME DOCUMENT
PUBLISHED ON 5 NOVEMBER 2015 (AS SUPPLEMENTED BY THE PARTNERSHIP
ASSURANCE SUPPLEMENTARY SCHEME DOCUMENT PUBLISHED ON 14 MARCH
2016)
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
FOR IMMEDIATE RELEASE
14 March 2016
Just Retirement Group plc ("Just Retirement")
Partnership Assurance Group plc ("Partnership Assurance")
Update re Merger and Publication of Circular, Supplementary
Prospectus and Supplementary Scheme Document
Just Retirement and Partnership Assurance announce an update to
their recommended all-share merger (the "Merger") to create JRP
Group plc.
Just Retirement Circular
Just Retirement confirms that the UK Listing Authority has today
approved its shareholder circular in relation to the Merger (the
"Circular"). Accordingly, Just Retirement Shareholders will shortly
receive a copy of the Circular, together with certain other
ancillary document(s). The Circular includes the notice of the Just
Retirement General Meeting and details of the action to be taken by
the Just Retirement Shareholders to vote on the resolutions
required to approve and implement the Merger and related matters. A
form of proxy for use in respect of the Just Retirement General
Meeting will be sent to Just Retirement Shareholders together with
the Circular.
The Just Retirement General Meeting will be held at 10.00 a.m.
on 30 March 2016 at Reigate Town Hall, Castlefield Road, Reigate,
Surrey, RH2 0SH.
Partnership Assurance Supplementary Scheme Document and the
Partnership Assurance Court Meeting and General Meeting
The Partnership Assurance Scheme Document was posted to the
Partnership Assurance Shareholders on 5 November 2015 (the "Scheme
Document"), together with, amongst other document(s), a copy of the
Prospectus published by Just Retirement on 28 September 2015 (the
"Prospectus"). Partnership Assurance Shareholders will shortly
receive a copy of a supplementary scheme document (the
"Supplementary Scheme Document"), which updates certain matters
detailed in the Scheme Document and includes the notice of the
reconvened Partnership Assurance Court Meeting and the reconvened
Partnership Assurance General Meeting and details of the action to
be taken by the Partnership Assurance Shareholders to vote on the
resolutions required to approve and implement the Merger and
related matters. The Partnership Assurance Shareholders will also
receive a copy of the Supplementary Prospectus (as detailed
below).
The Partnership Assurance Court Meeting will take place at 12.00
p.m. on 30 March 2016 and the Partnership Assurance General Meeting
will take place at 12.15 p.m. on 30 March 2016 (or shortly after
the conclusion of the adjourned Partnership Assurance Court
Meeting), at the Andaz Hotel, 40 Liverpool Street, London EC2M
7QN.
Just Retirement Supplementary Prospectus
The Prospectus was published by Just Retirement on 28 September
2015. Following the publication of the unaudited interim results of
Just Retirement for the six months ended 31 December 2015 and the
audited results of Partnership Assurance for the year ended 31
December 2015 on 11 March 2016, Just Retirement confirms that the
UK Listing Authority has today approved its supplementary
prospectus in relation to the Merger (the "Supplementary
Prospectus"). The Supplementary Prospectus will shortly be
available for inspection on the National Storage Mechanism at:
www.morningstar.co.uk/uk/NSM and on the Company's website at:
www.justretirementgroup.com/investors.
Expected timetable for the Merger
The Merger remains subject to the satisfaction of the remaining
conditions to the Merger. The Merger is expected to complete on 4
April 2016.
The expected timetable and principal events is as follows:
Event Time and Date
----------------------------------- --------------------------
Publication of Just Retirement 14 March 2016
Circular, Partnership Assurance
Supplementary Scheme Document
and Just Retirement Supplementary
Prospectus
Latest time for receipt of 10.00 a.m. on 24
Just Retirement Forms of March 2016
Proxy/ CREST Proxy Instructions
for the Just Retirement General
Meeting
Voting Record Time for the 6 p.m. on 24 March
Just Retirement General Meeting 2016
Latest time for receipt of 12:00 p.m. on 24
white Forms of Proxy/CREST March 2016
Proxy Instructions for the
Partnership Assurance Court
Meeting
Latest time for receipt of 12:15 p.m. on 24
blue Forms of Proxy/CREST March 2016
Proxy Instructions for the
Partnership Assurance General
Meeting
Just Retirement General Meeting 10.00 a.m. on 30
March 2016
Partnership Assurance Court 12.00 p.m. on 30
Meeting March 2016
Partnership Assurance General 12.15 p.m. on 30
Meeting March 2016
The following dates are subject
to change
Scheme Court Hearing (to 1 April 2016
sanction the Scheme)
Last day of dealings in, 1 April 2016
and for registration of transfers
of, and disablement in CREST
of, Partnership Assurance
Shares
Dealings in Partnership Assurance 5.00 p.m. on 1
Shares suspended April 2016
Scheme Record Time 6.00 p.m. on 1
April 2016
Effective Date of the Scheme 4 April 2016
Cancellation of admission By 8.00 a.m. on
of and dealings in Partnership 4 April 2016
Assurance Shares
Issue of New Just Retirement By 8.00 a.m. on
Shares 4 April 2016
Admission and commencement 8.00 a.m. on 4
of dealings in the New Just April 2016
Retirement Shares
CREST accounts credited with As soon as possible
New Just Retirement Shares after 8.00 a.m.
on 4 April 2016
Despatch of definitive share Within 14 days
certificates for the New of the Effective
Just Retirement Shares, where Date
applicable
Despatch of cheques, or CREST Within 14 days
accounts credited in respect of the Effective
of fractional entitlements Date
to New Just Retirement Shares
Long Stop Date 30 April 2016 (or
later as Just Retirement
and Partnership
Assurance may agree,
with the consent
of the Panel and
(if required) the
Court)
All times listed above are London times. The dates and times
given are indicative only and are based on current expectations and
may be subject to change. If any of the times and/or dates above
change, the revised times and/or dates will be announced via a
Regulatory Information Service and published on Just Retirement's
website at www.justretirementgroup.com and on Partnership
Assurance's website at www.partnership-group.com.
Copies of the Prospectus and the Scheme Document, and the
Circular, the Supplementary Prospectus and the Supplementary Scheme
Document will shortly be, available on Just Retirement's website at
www.justretirementgroup.com and on Partnership Assurance's website
at www.partnership-group.com until the Scheme becomes
Effective.
Capitalised terms not otherwise defined in this announcement
shall have the meaning given to them in the Circular.
Enquiries:
Just Retirement
Investors: Media:
James Pearce Stephen Lowe Temple Bar Advisory
Group Director Group Communications Alex Child Villiers
of Strategy & Investor Director +44 (0) 7795
Relations +44 (0) 1737 827 425580
+44 (0) 7715 085 301 William Barker
099 +44 (0) 7827
960151
Financial Advisors:
Barclays (Lead financial adviser and, for the
purposes of the Merger, corporate broker to Just
Retirement)
Michael Lamb +44 (0) 20 7623 2323
Derek Shakespeare +44 (0) 20 7623 2323
Barry Meyers +44 (0) 20 7623 2323
Fenchurch (Financial adviser to Just Retirement)
Malik Karim +44 (0) 20 7382 2210
Chris Deville +44 (0) 20 7382 2221
Deutsche Bank (Corporate broker to Just Retirement)
Claire Brooksby +44(0) 207 545 8000
William Nourse +44(0) 207 545 8000
Nomura (Corporate broker to Just Retirement)
Andrew Forrester +44 (0) 20 7102 1000
Ed Skilton +44 (0) 20 7102 1000
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