Statement re Irrevocable Undertaking Signed
08 Outubro 2009 - 3:02AM
UK Regulatory
TIDMJR.
RNS Number : 4315A
Avalon Acquisitions Limited
08 October 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF THAT JURISDICTION.
IRREVOCABLE UNDERTAKING
On 25 September 2009, Avalon Acquisitions Limited ("Avalon"), a company formed
by funds advised by Permira Advisers LLP ("Permira"), announced (the "Rule 2.5
Announcement") a recommended proposal (the "Proposal") for Just Retirement
(Holdings) plc ("Just Retirement").
Avalon has now obtained an irrevocable undertaking in respect of 6,277,273 Just
Retirement shares from Invesco Asset Management Limited ("Invesco") representing
approximately 2.1 per cent. of Just Retirement's existing issued share capital
at the date of this announcement. In addition, Avalon announced earlier today,
that it had also acquired a further 29,375,000 Just Retirement shares from
Invesco representing approximately 9.9 per cent. of Just Retirement's existing
issued share capital.
Under the irrevocable undertaking Invesco has committed to vote in favour of the
resolutions relating to the Proposal at the Meetings. Together with the
irrevocable undertakings already received from Langholm, the independent
directors who hold Just Retirement shares and certain senior managers of Just
Retirement, Avalon has now received irrevocable undertakings in respect of
170,356,571 ordinary shares representing approximately 70 per cent. of the
existing issued share capital of Just Retirement (excluding those shares held by
Michael Fuller and the shares acquired from Invesco).
The Invesco irrevocable undertaking will cease to be binding in the following
circumstances: (i) a competing bidder announces a firm intention to make a
general offer which in Invesco's reasonable opinion assures them of a cash price
in excess of 76 pence per Just Retirement share, (ii) the terms of the Scheme
include a cash price of less than 76 pence per Just Retirement share or if the
other terms of the Scheme are, in Invesco's reasonable opinion, detrimental to
them by comparison to other Just Retirement shareholders, (iii) the Scheme
lapses or is withdrawn in accordance with its terms, or in the case of an Offer,
the Offer lapses or is withdrawn, (iv) if the Scheme has not become effective by
6.00 p.m. on the date falling 130 days after the publication of the Scheme
Document, or (v) the date upon which Avalon announces it does not intend to
proceed with the Proposal.
All times referred to are London time. Defined terms are as defined in the Rule
2.5 Announcement.
7 October 2009
For further information please contact:
Credit Suisse 020 7888 8888
Financial adviser to Avalon and Permira
Zachary Brech
Jim Rushton
This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
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.
"No Offer" Statement
This announcement is not intended to, and does not, constitute or form part of
any offer or invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any vote or approval
in any jurisdiction pursuant to the Proposal or otherwise. The Proposal will be
made solely through the Scheme Circular, which will contain the full terms and
conditions of the Proposal, including details of how to vote in respect of the
Proposal. Any acceptance or other response to the Proposal should be made only
on the basis of the information in the Scheme Circular.
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised
and regulated by the FSA, is acting for Permira and Avalon and for no one else
in connection with the matters referred to in this announcement and will not be
responsible to anyone other than Permira and Avalon for providing the
protections afforded to clients of Credit Suisse or for providing advice in
relation to this matter, the content of this announcement or any matter referred
to herein. Neither Credit Suisse nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in connection with
this announcement, any statement contained herein or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRCKOKKFBDDAKK
Just Retire. (LSE:JR.)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Just Retire. (LSE:JR.)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024