Posting of Scheme Document
09 Outubro 2009 - 12:54PM
UK Regulatory
TIDMJR.
RNS Number : 5732A
Just Retirement (Holdings) plc
09 October 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
Recommended acquisition
of Just Retirement (Holdings) plc
by Avalon Acquisitions Limited,
a company
formed by funds advised by Permira Advisers LLP
Posting of Scheme Document
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").
Just Retirement is today posting a circular to Just Retirement shareholders (the
"Scheme Document"), containing, amongst other things, the terms of the scheme of
arrangement under Part 26 of the Companies Act 2006 by which the Proposal will
be implemented (the "Scheme"), an explanatory statement pursuant to section 897
of the Companies Act 2006, the details concerning the partial securities
alternative which is being made available to Just Retirement shareholders as an
alternative to the cash consideration to which they would otherwise be entitled
under the Proposal, notices of the court meeting (the "Court Meeting") and
general meeting (the "General Meeting") of Just Retirement shareholders, a
timetable of principal events and details of the action to be taken by Just
Retirement shareholders.
As described in the Scheme Document, to become effective, the Scheme will
require the passing of resolutions at the Court Meeting and the General Meeting.
Both the Court Meeting and the General Meeting will be held at the offices of
Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT on 4 November 2009, with
the Court Meeting due to start at 4.30 p.m. (or as soon thereafter as the Annual
General Meeting of Just Retirement to be held at the same place, on the same
date, at 4.00 p.m., shall have concluded or adjourned).
Timetable
The following indicative timetable sets out the expected dates for the
implementation of the Proposal.
+---------------------------------------+---------------------------------------+
| Event | Time and / or date |
+---------------------------------------+---------------------------------------+
| | |
+---------------------------------------+---------------------------------------+
| Voting Record Time for the Court | 6:00 p.m. on 2 November 2009 |
| Meeting and the General Meeting | |
+---------------------------------------+---------------------------------------+
| Court Meeting | 4:30 p.m. on 4 November 2009(1) |
+---------------------------------------+---------------------------------------+
| General Meeting | 4:35 p.m. on 4 November 2009(2) |
+---------------------------------------+---------------------------------------+
| | |
+---------------------------------------+---------------------------------------+
| The following dates are subject to | |
| change(3) | |
+---------------------------------------+---------------------------------------+
| First Court Hearing (to sanction the | 10:30 a.m. on 23 November 2009 |
| Scheme) | |
+---------------------------------------+---------------------------------------+
| Last day of dealings in Just | 24 November 2009 |
| Retirement Shares | |
+---------------------------------------+---------------------------------------+
| Scheme Record Time | 6:00 p.m. on 24 November 2009 |
+---------------------------------------+---------------------------------------+
| Second Court Hearing (to confirm the | 10:30 a.m. on 25 November 2009 |
| Capital Reduction) | |
+---------------------------------------+---------------------------------------+
| Effective Date of the Scheme | 26 November 2009 |
+---------------------------------------+---------------------------------------+
| Cancellation of trading on AIM of | 8:00 a.m. on 26 November 2009 |
| Just Retirement Shares | |
+---------------------------------------+---------------------------------------+
| Latest date for dispatch of | 14 days after the Effective Date |
| cheques/settlement through Crest and | |
| dispatch of Securities certificates | |
+---------------------------------------+---------------------------------------+
(1) To commence at 4:30 p.m. or, if later, immediately after the conclusion or
adjournment of the AGM.
(2) To commence at 4:35 p.m. or, if later, immediately after the conclusion or
adjournment of the Court Meeting.
(3) These times and dates are indicative only and will depend on, among other
things, whether and when the Conditions are satisfied or (where applicable)
waived and the dates upon which the Court sanctions the Scheme and confirms the
associated Capital Reduction. If the expected dates of the Court Hearings are
changed, Just Retirement will give adequate notice of the changes by issuing an
announcement through a Regulatory Information Service.
The Scheme Document will be available for inspection at the offices of
Macfarlanes LLP, at 20 Cursitor Street, London EC4A 1LT, during normal business
hours on any business day up to and including the date on which the Scheme
becomes fully operative in accordance with its terms.
The Scheme Document will also be available on Just Retirement's website at
www.justretirement.com/InvestorRelations/Home.aspx from 12.00 noon on 12 October
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 will be 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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