JR. Just Retire.

 

TIDMJR. 
 
RNS Number : 9361C 
Just Retirement (Holdings) plc 
23 November 2009 
 

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 THAT JURISDICTION 
 
 
+---------------------------------------+--------------------------------------+ 
| For immediate release                 |                     23 November 2009 | 
+---------------------------------------+--------------------------------------+ 
 
 
Recommended acquisition 
of Just Retirement (Holdings) plc 
 by Avalon 
Acquisitions Limited, 
  a company formed by funds advised by Permira Advisers 
LLP 
 
 
Court sanction of the Scheme 
 
 
On 25 September 2009, the board of Avalon Acquisitions Limited ("Avalon") and 
the Independent Directors of Just Retirement (Holdings) plc ("Just Retirement") 
announced that they had reached agreement on the terms of a recommended 
proposal for Avalon, a newly incorporated company owned by funds advised by 
Permira Advisers LLP ("Permira"), to acquire the entire issued and to be issued 
ordinary share capital of Just Retirement (the "Proposal"). A circular (the 
"Scheme Document") setting out the terms of the Proposal and containing, amongst 
other things, notices of the court meeting (the "Court Meeting") and general 
meeting (the "General Meeting") of Just Retirement shareholders to consider the 
scheme of arrangement under Part 26 of the Companies Act 2006 by which the 
Proposal would be implemented (the "Scheme") and to consider a special 
resolution to approve the Scheme (the "Special Resolution") was posted to Just 
Retirement shareholders on 9 October 2009. 
 
 
On 5 November 2009, Just Retirement announced that the Scheme was duly approved 
at the Court Meeting and that the Special Resolution was duly passed at the 
General Meeting. 
 
 
Just Retirement is pleased to announce that the Court sanctioned the Scheme at 
the First Court Hearing earlier today. In order for the Scheme to become fully 
operative in accordance with its terms, the Court must now confirm the Capital 
Reduction at the Second Court Hearing which is scheduled to take place on 25 
November 2009. 
 
 
Admission of New Shares 
 
 
Just Retirement also announces that application has been made for 2,166,226 
ordinary shares of 0.1 pence each in the Company (the "New Shares") to be 
admitted to trading on the London Stock Exchange's AIM market for listed 
securities ("AIM") ("Admission"). The New Shares are being issued to option 
holders under the Company's Save As You Earn and Company Share Option Schemes 
following Court sanction of the Scheme. 
 
 
Admission of the New Shares is expected to become effective on 24 November 2009. 
 Following Admission, the total issued share capital of the Company will be 
298,883,747 ordinary shares, all of which have voting rights.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 under the FSA's Disclosure and Transparency Rules. 
 
 
Securities Alternative 
 
 
Just Retirement confirms that, upon the Scheme becoming fully operative in 
accordance with its terms, elections under the Securities Alternative will be 
satisfied in accordance with the terms of the Securities Alternative in respect 
of 25,539,910 Just Retirement Shares (which include certain of the New Shares), 
representing approximately 8.5 per cent. of Just Retirement's issued share 
capital (as increased by the issue of the New Shares). 
 
 
Timetable of principal events 
 
 
The last day of dealings in Just Retirement Shares will be 24 November 2009. 
 
 
It is expected that the Scheme will become fully operative in accordance with 
its terms on 26 November 2009 and that trading of Just Retirement Shares on AIM 
will be cancelled with effect from 8.00 a.m. on 26 November 2009. 
 
 
The following timetable sets out the expected dates of the remaining principal 
events required for the implementation of the Proposal. 
 
 
+-------------------------------------------------+-----------------------------+ 
| Event                                           |          Time and / or date | 
+-------------------------------------------------+-----------------------------+ 
|                                                 |                             | 
+-------------------------------------------------+-----------------------------+ 
| Last day of dealings in Just Retirement Shares  |            24 November 2009 | 
+-------------------------------------------------+-----------------------------+ 
| Scheme Record Time                              |    6:00 p.m. on 24 November | 
|                                                 |                        2009 | 
+-------------------------------------------------+-----------------------------+ 
| Second Court Hearing (to confirm the Capital    |   10:30 a.m. on 25 November | 
| Reduction)                                      |                        2009 | 
+-------------------------------------------------+-----------------------------+ 
|                                                 |                             | 
+-------------------------------------------------+-----------------------------+ 
| The following dates are subject to change(1)    |                             | 
+-------------------------------------------------+-----------------------------+ 
| Effective Date of the Scheme                    |            26 November 2009 | 
+-------------------------------------------------+-----------------------------+ 
| Cancellation of trading on AIM of Just          |    8:00 a.m. on 26 November | 
| Retirement Shares                               |                        2009 | 
+-------------------------------------------------+-----------------------------+ 
| Latest date for dispatch of cheques/settlement  | 14 days after the Effective | 
| through Crest and dispatch of Securities        |                        Date | 
| certificates                                    |                             | 
+-------------------------------------------------+-----------------------------+ 
(1) These times and dates are indicative only and will depend on the date on 
which the Court confirms the Capital Reduction. 
 
 
A copy of this announcement will be available on Just Retirement's website at 
www.justretirement.com/InvestorRelations/Home.aspx from 12 noon on 24 November 
2009. 
 
 
Terms defined in the Scheme Document shall have the same meaning in this 
announcement. 
 
 
Enquiries 
 
 
Just Retirement              +44 (0)1737 233396 
Tom Cross Brown, Chairman 
Simon Thomas, Finance Director 
Shayne Deighton, Chief Actuary 
 
 
Deutsche Bank                +44 (0)20 7545 8000 
Michael Lamb / Omar Faruqui 
James Agnew / Toby Clark (Corporate Broking) 
 
 
Citigate Dewe Rogerson+44 (0)20 7638 9571 
Michael Berkeley / Ged Brumby 
 
 
This announcement is not intended to and does not constitute, or form any part 
of, an offer to sell or an invitation to subscribe for or purchase 
any securities or the solicitation of any vote or approval in any jurisdiction 
pursuant to the Proposal or otherwise. The Proposal has been made solely through 
the Scheme Document, which contains the full terms and conditions of the 
Proposal (including details on how to vote in respect of the Proposal). Any 
response in relation to the Proposal should be made only on the basis of the 
information contained in the Scheme Document. 
 
 
Deutsche Bank AG is authorised under German Banking Law (competent authority: 
BaFin - Federal Financial Supervisory Authority) and authorised and subject to 
limited regulation by the FSA. Details about the extent of Deutsche Bank AG's 
authorisation and regulation by the FSA are available on request. Deutsche Bank 
AG, London Branch is acting as financial adviser and corporate broker to Just 
Retirement and no one else in connection with the contents of this announcement 
and will not be responsible to anyone other than Just Retirement for providing 
the protections afforded to the clients of Deutsche Bank AG nor for providing 
advice in relation to any matter referred to herein. 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any 
class of "relevant securities" of Just Retirement, all "dealings" in any 
"relevant securities" of that company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 p.m. (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the scheme becomes effective (or if 
implemented by way of offer, the offer becomes, or is declared, unconditional as 
to acceptances), or otherwise lapses or is withdrawn or on which the "offer 
period" otherwise ends. If two or more persons act together pursuant to an 
agreement or understanding, whether formal or informal, to acquire an "interest" 
in "relevant securities" of Just Retirement, they will be deemed to be a single 
person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in 
"relevant securities" of Just Retirement by Just Retirement or Avalon, or by any 
of their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at 
http://www.thetakeoverpanel.org.uk/. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Takeover Code, which can also be 
found on the Panel's website. If you are in any doubt as to whether or not you 
are required to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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