Partnership Assurance Group PLC Supplementary Scheme Document (0020S)

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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