TIDMJR.
RNS Number : 6604Z
Avalon Acquisitions Limited
25 September 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
25 September 2009
RECOMMENDED ACQUISITION OF JUST RETIREMENT (HOLDINGS) PLC BY AVALON ACQUISITIONS
LIMITED, A COMPANY OWNED BY FUNDS ADVISED BY PERMIRA ADVISERS LLP
Summary
* The board of Avalon Acquisitions Limited ("Avalon") and the Independent
Directors of Just Retirement (Holdings) plc ("Just Retirement") are pleased to
announce that they have 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").
* Under the terms of the Proposal each Just Retirement Shareholder holding Just
Retirement Shares at the Scheme Record Time will receive 76 pence in cash for
each Just Retirement Share.
* The Proposal values the existing issued share capital of Just Retirement at
approximately GBP225.5 million and the entire issued and to be issued share
capital of Just Retirement at approximately GBP229.6 million.
* The Proposal represents a premium of:
* approximately 56.7 per cent. to the Closing Price of 48.5 pence per Just
Retirement Share on 7 November 2008 (being the last Business Day prior to the
commencement of the Offer Period);
* approximately 45.8 per cent. to the average Closing Price for the one month
period ended on 7 November 2008, being 52.1 pence per Just Retirement Share; and
* approximately 9.4 per cent. to the Closing Price of 69.5 pence per Just
Retirement Share on 24 September 2009 (being the last Business Day prior to the
date of this announcement).
* The Proposal will also include a Securities Alternative under which Just
Retirement Shareholders may elect to receive one Unit for every ten Just
Retirement Shares in lieu of some or all of the Cash Consideration which they
would otherwise have received.
* Avalon has committed to making a GBP25 million capital injection into Just
Retirement promptly following the Scheme becoming Effective (the "Capital
Increase").
* If the maximum number of Units available under the Securities Alternative is
taken up by Just Retirement Shareholders, the Just Retirement Shareholders who
elect for the Securities Alternative will together hold approximately 31.3 per
cent. of the entire issued ordinary share capital of Avalon (prior to the
Capital Increase) and the balance will be held by or on behalf of the Permira
Funds.
* It is intended that the Proposal will be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the 2006 Act. The Scheme
Circular will be posted to Just Retirement Shareholders as soon as reasonably
practicable. It is currently expected that, subject to the satisfaction (or,
where relevant, waiver) of the Conditions, the Proposal will become Effective in
late 2009.
* Michael Fuller, chief executive officer of Just Retirement, will comprise a
separate class of shareholder for the purposes of the Scheme unless the Court
determines otherwise. Avalon has received an irrevocable undertaking from Mr.
Fuller pursuant to which if he does form a separate class, he will vote in
favour of the Scheme at the Court Meeting, and he will (whether or not he forms
a separate class) vote in favour of and consent to the Special Resolutions.
* Avalon has also received irrevocable undertakings to vote in favour of the
resolutions relating to the Proposal at the Meetings (including from those Just
Retirement Directors who hold Just Retirement Shares and from certain other Just
Retirement Shareholders (being Langholm and certain senior managers of Just
Retirement)) in respect of aggregate holdings of 164,079,298 ordinary shares
representing approximately 59.8 per cent. of Just Retirement's existing issued
ordinary share capital excluding those Just Retirement Shares held by Mr.
Fuller.
* The irrevocable undertakings from Mr. Fuller, certain of the Just Retirement
Directors and certain senior managers of Just Retirement include an undertaking
to elect to participate in the Securities Alternative in respect of, in
aggregate, at least 22,227,010 Just Retirement Shares, representing
approximately 7.5 per cent. of Just Retirement's existing issued ordinary share
capital. The Langholm Undertakings also include a commitment not to elect to
participate in the Securities Alternative.
* All of the undertakings, including those of Mr. Fuller and Langholm, include a
commitment to vote against and not accept any Competing Offer.
* The Independent Directors, who have been so advised by Deutsche Bank, consider
the Proposal to be fair and reasonable. In providing its advice to the
Independent Directors, Deutsche Bank has taken into account the commercial
assessments of the Independent Directors. Accordingly, the Independent Directors
intend unanimously to recommend that Just Retirement Shareholders vote in favour
of the resolutions relating to the Proposal at the Meetings, as the Independent
Directors have irrevocably undertaken to do in respect of their own beneficial
holdings totalling 881,029 Just Retirement Shares (representing approximately
0.3 per cent. of Just Retirement's existing issued ordinary share capital).
Commenting on the Proposal, Tom Cross Brown, Chairman of Just Retirement, said:
"Avalon's Proposal represents the culmination of a long process. The Proposal
offers shareholders the opportunity either to sell their shares for cash, or to
retain an economic interest in Just Retirement if they wish to do so. Further,
Avalon's commitment to inject GBP25 million of capital into the company post
completion demonstrates its willingness to support Just Retirement in its future
growth. Therefore, the Independent Committee is pleased to recommend Avalon's
Proposal."
Credit Suisse is acting as financial adviser to Avalon and Permira. Deutsche
Bank is acting as financial adviser to Just Retirement and also as adviser to
Just Retirement for the purposes of Rule 3 of the Takeover Code.
Enquiries:
+------------------------------------------------+----------------------+
| Permira Advisers LLP | +44 (0)20 7632 1000 |
| Chris Davison | |
| | |
+------------------------------------------------+----------------------+
| Credit Suisse (financial adviser to Avalon and | +44 (0)20 7888 8888 |
| Permira) | |
| Zachary Brech, Jim Rushton | |
| | |
+------------------------------------------------+----------------------+
| Just Retirement | +44 (0)1737 233396 |
| Tom Cross Brown, Chairman | |
| Simon Thomas, Finance Director | |
| Shayne Deighton, Chief Actuary | |
| | |
+------------------------------------------------+----------------------+
| Deutsche Bank (financial adviser and corporate | +44 (0)20 7545 8000 |
| broker to Just Retirement) | |
| Michael Lamb, Omar Faruqui | |
| James Agnew, Toby Clark (Corporate Broking) | |
| | |
+------------------------------------------------+----------------------+
| Citigate Dewe Rogerson (Public relations | +44 (0)20 7638 9571 |
| adviser to Just Retirement) | |
| Michael Berkeley, Ged Brumby | |
+------------------------------------------------+----------------------+
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.
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.
This summary should be read in conjunction with the following announcement and
the Appendices.
The conditions to, and certain further terms of, the Proposal are set out in
Appendix 1. The bases and sources for certain financial information contained in
this announcement are set out in Appendix 2. Details of undertakings received by
Avalon are set out in Appendix 3. A description of the key rights and
restrictions attaching to the securities comprising the Units is set out in
Appendix 4. Certain definitions and terms used in this announcement are set out
in Appendix 5.
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.
Restricted Jurisdictions
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
This announcement has been prepared in accordance with English law and the
Takeover Code, and information disclosed may not be the same as that which would
have been prepared in accordance with the laws of jurisdictions outside England.
Copies of this announcement and any formal documentation relating to the
Proposal are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from the United States of
America or any other Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from the United States or
any other Restricted Jurisdiction. If the Proposal is implemented by way of an
Offer (unless otherwise determined by Avalon and permitted by applicable law and
regulation), the Offer may not be made, directly or indirectly, in or into or by
the use of the mails of, or by any other means or instrumentality (including,
without limitation, electronic mail, facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or any facility of a national state or securities exchange of the
United States or any other Restricted Jurisdiction and the Offer may not be
capable of acceptance by any such use, means, instrumentality or facility.
"No profit forecast"
Nothing in this announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings per Just Retirement share
for the current or future financial years will necessarily match or exceed the
historical published earnings per Just Retirement share.
Forward-looking statements
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward?looking statements" concerning Just
Retirement and Avalon. Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar expressions identify
forward?looking statements. The forward?looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
suggested by them. Many of these risks and uncertainties relate to factors that
are beyond the companies' abilities to control or estimate precisely, such as
future market conditions and the behaviours of other market participants, and
therefore undue reliance should not be placed on such statements, which speak
only as at the date of this announcement. Avalon and Just Retirement assume no
obligation and do not intend to update these forward?looking statements, except
as required pursuant to applicable law.
Takeover Offer
Avalon reserves the right to elect (with the consent of the Panel (where
necessary)) to implement the acquisition of the entire issued and to be issued
ordinary share capital of Just Retirement by way of a takeover offer (as such
term is defined in section 974 of the 2006 Act).
This announcement will be available on Just Retirement's website at
www.justretirement.com by no later than 12 noon on 28 September 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
25 September 2009
RECOMMENDED ACQUISITION OF JUST RETIREMENT (HOLDINGS) PLC BY AVALON ACQUISITIONS
LIMITED, A COMPANY OWNED BY FUNDS ADVISED BY PERMIRA ADVISERS LLP
1.Introduction
The board of Avalon Acquisitions Limited ("Avalon") and the Independent
Directors of Just Retirement (Holdings) plc ("Just Retirement") are pleased to
announce that they have reached agreement on the terms of a recommended proposal
for Avalon to acquire the entire issued and to be issued ordinary share capital
of Just Retirement.
Avalon is a newly incorporated company owned by funds advised by Permira.
It is currently envisaged that the Proposal will be implemented by way of a
court?sanctioned scheme of arrangement of Just Retirement under Part 26 of the
2006 Act (although Avalon reserves the right to effect the Proposal by way of a
takeover offer).
The Conditions to the Proposal are set out in full in Appendix 1 to this
announcement.
2.The Proposal
The Proposal will be subject to the Conditions and further terms set out below
and in Appendix 1, and the further terms and conditions to be set out in the
Scheme Circular. Just Retirement Shareholders holding Just Retirement Shares at
the Scheme Record Time will receive
for each Just Retirement Share 76 pence in cash
The Proposal values the existing issued share capital of Just Retirement at
approximately GBP225.5 million and the entire issued and to be issued share
capital of Just Retirement at approximately GBP229.6 million.
The Proposal represents a premium of:
* approximately 56.7 per cent. to the Closing Price of 48.5 pence per Just
Retirement Share on 7 November 2008 (being the last Business Day prior to the
commencement of the Offer Period);
* approximately 45.8 per cent. to the average Closing Price for the one month
period ended on 7 November 2008, being 52.1 pence per Just Retirement Share; and
* approximately 9.4 per cent. to the Closing Price of 69.5 pence per Just
Retirement Share on 24 September 2009 (being the last Business Day prior to the
date of this announcement).
The Proposal will also include a Securities Alternative described below under
which Just Retirement Shareholders may elect to receive 1 Unit for every 10 Just
Retirement Shares in lieu of some or all of the Cash Consideration which they
would otherwise have received.
3.The Securities Alternative
As an alternative to the cash consideration of 76 pence per Just Retirement
Share to which they would otherwise be entitled under the Proposal, Just
Retirement Shareholders will be able to elect to participate in the Securities
Alternative. The Securities Alternative is available to all Just Retirement
Shareholders and comprises Units, each of which will comprise 20 Class A
Ordinary Shares, 12 Class A Preference Shares and 44 Class A Notes in Avalon.
The Securities Alternative is equivalent to a co-investment alongside the
Permira Funds in Just Retirement, the Class A Ordinary Shares, Class A
Preference Shares and Class A Notes being issued in the same proportions as the
Class B Ordinary Shares, Class B Preference Shares and Class B Notes, and as
such rank pari passu in terms of economic rights with the Permira Funds. There
are no plans to seek a public quotation on any recognised investment exchange or
other market for any of these shares or loan notes, or for the Units.
To the extent that their elections are satisfied under the terms of the
Securities Alternative, Just Retirement Shareholders who elect to participate in
the Securities Alternative will receive
for every 10 Just Retirement Shares1 Unit
The Securities Alternative is available in respect of up to 98,806,930 Just
Retirement Shares, representing approximately 33.3 per cent. of Just
Retirement's existing issued ordinary share capital (prior to the Capital
Increase). The maximum number of Units available under the Securities
Alternative is therefore 9,880,693. If elections for the Securities Alternative
are received for, in aggregate, in excess of 9,880,693 Units, the elections will
be scaled down pro rata by the same proportion (or as nearly as practicable pro
rata) to all such valid elections received. Just Retirement Shareholders whose
elections for the Securities Alternative are scaled down will receive Cash
Consideration in lieu of the Units which they would otherwise have received if
their elections had not been scaled down.
If the maximum number of Units available under the Securities Alternative is
taken up by Just Retirement Shareholders, the Just Retirement Shareholders who
elect for the Securities Alternative will together hold approximately 31.3 per
cent. of the entire issued capital of Avalon (prior to the Capital Increase) and
the balance will be held by or on behalf of the Permira Funds.
Langholm, in its capacity as a Just Retirement Shareholder, has undertaken
not to elect to participate in the Securities Alternative. Mr. Fuller and
certain other Just Retirement Directors and certain senior managers of Just
Retirement, each in their capacity as Just Retirement Shareholders, have
undertaken to elect to participate in the Securities Alternative in respect of,
in aggregate, at least 22,227,010 Just Retirement Shares, representing
approximately 7.5 per cent. of Just Retirement's existing issued ordinary share
capital. If all other Just Retirement Shareholders elect for the Securities
Alternative in respect of their entire holdings of Just Retirement Shares, they
will be scaled back to receive the Securities Alternative in respect of 69.8 per
cent of their Just Retirement Shares.
The Class A Ordinary Shares comprised in each Unit will be issued credited as
fully paid and will have the same economic rights as the Class B Ordinary Shares
to be held on behalf of the Permira Funds, save that the Class A Ordinary
Shareholders will not be entitled to vote at any general meeting of Avalon. The
Class A Preference Shares comprised in each Unit will be issued credited as
fully paid and will rank pari passu in all respects with the Class B Preference
Shares to be held on behalf of the Permira Funds. The Class A Notes comprised in
each Unit will be identical to the Class B Notes to be held on behalf of the
Permira Funds. The Class A Ordinary Shares and Class A Preference Shares
comprised in the Units are also subject to certain transfer restrictions and
obligations, including drag-along and tag-along rights. The Class A Ordinary
Shares and Class A Preference Shares will also be subject to the rights and
restrictions set out in the Avalon Articles. The key rights and restrictions
attaching to the securities comprising the Units are set out in Appendix 4 and
detailed information on the terms of the share capital and loan notes comprising
the Units will be set out in the Scheme Circular.
4.Background to and reasons for the Proposal
Permira believes that the Proposal will provide an opportunity to build upon
Just Retirement's existing position as the market leader in enhanced annuities
with a strong presence in equity release mortgages while expanding further and
supporting its customers, independent financial advisers and distribution
partners. Permira intends to support and work with Just Retirement's existing
management team to provide additional investment in the business to ensure that
the long-term prospects for Just Retirement under private ownership are strong.
5.Financing of the Proposal
Avalon will fund the aggregate consideration payable under the Proposal from its
own resources.
Credit Suisse is satisfied that sufficient financial resources are available to
Avalon to satisfy in full the cash consideration payable to Just Retirement
Shareholders under the terms of the Proposal.
6.Capital increase
Avalon has committed to making the Capital Increase promptly following the
Scheme becoming Effective. The Class B Shares and Class B Notes issued by
Avalon in respect of the Capital Increase will be on the same terms as those
issued by Avalon in respect of the Proposal. The Unitholders will not
participate in the Capital Increase. If the maximum number of Units available
under the Securities Alternative is taken up by Just Retirement Shareholders,
following the Capital Increase the Unitholders will together hold approximately
28.4 per cent. of the entire issued capital of Avalon (after the Capital
Increase), with the balance being held by or on behalf of the Permira Funds.
Further details of the Capital Increase will be set out in the Scheme Circular.
7.Information on Just Retirement, including current trading and prospects
Just Retirement is a specialist UK life assurance group focusing on the
provision of financial services to those at or in retirement. Just Retirement's
main products are enhanced annuities and equity release mortgages. Since
launching in August 2004, Just Retirement has developed a leading position in
the market for enhanced annuities and has a strong presence in equity release.
The Just Retirement Group issued its preliminary results for the financial year
ended 30 June 2009 on 25 September 2009. In its preliminary results, the Just
Retirement Group reported total sales of GBP753.7 million for the financial year
ended 30 June 2009, of which approximately GBP590.8 million comprised enhanced
annuity sales and the balance equity release sales.
In sales terms, Just Retirement's current trading remains positive for both
enhanced annuities and equity release. However, the split between the two
products is likely to change as sales of enhanced annuities continue to grow
strongly while equity release mortgage advances are more stable. Accordingly,
the Just Retirement Group estimates that sales for the six month period ending
31 December 2009 are likely to show growth on the comparable period in 2008.
8.Background to and reasons for the recommendation
On 10 November 2008, the Just Retirement Board announced that it had received
expressions of interest which could ultimately result in an offer for Just
Retirement. Following this announcement, Just Retirement received expressions of
interest from certain other parties. Just Retirement's largest shareholder,
Langholm, had indicated to the Board that it would be supportive of a sale of
Just Retirement. After preliminary discussions with a wide range of potential
bidders, a small number were allowed to conduct limited due diligence on Just
Retirement.
By April 2009, Permira was the only party which continued to be in discussions
with Just Retirement regarding an offer. On 26 June 2009, the Just Retirement
Board confirmed that it was in discussions with Avalon with regard to a possible
offer for Just Retirement, the terms of which would enable Just Retirement
Shareholders to elect to receive either 76 pence in cash, or an unquoted partial
securities alternative which would enable Just Retirement shareholders to retain
economic exposure to Just Retirement. Just Retirement also confirmed that it had
committed to pay approximately GBP2.3 million to Avalon if Avalon delivered a
firm proposal to the Board on an agreed set of terms by 20 August, and among
other things, the Board did not recommend the offer within 3 business days, or
if a competing third party made an offer for Just Retirement and that offer was
successfully implemented. In addition, Avalon announced that it had obtained
irrevocable undertakings from certain Langholm entities in respect of
approximately 52.3 per cent. of Just Retirement's existing issued share capital.
Under the irrevocable undertakings these Langholm entities had committed to
accept an offer from Avalon (if announced) at 76 pence or more per Just
Retirement Share in cash and to vote against and not accept any Competing Offer.
On 10 August 2009, the Independent Directors announced that their discussions
with Avalon were continuing and that, following careful consideration, it had
agreed with Avalon, for the purpose of the fee commitment, to extend the date by
which Avalon would need to submit a firm proposal to the Board to 25 September
2009. The Board also announced that it had given permission for the chief
executive officer of Just Retirement, Michael Fuller, to discuss his continued
involvement in the business with Avalon and that accordingly all matters
relating to the possible offer for Just Retirement would be considered by the
Independent Directors.
The Independent Directors have considered the Proposal very carefully. The
Proposal reflects the culmination of an extensive process to seek potential
buyers for Just Retirement. Although the offer price is below the price at which
Just Retirement was admitted to trading on AIM in 2006, the Independent
Directors believe that this should be considered in the context of the
performance of equity markets over a period which has seen a rapid deterioration
in global macroeconomic conditions and a financial crisis which has had, and
continues to have, far reaching ramifications for the financial sector -
increased volatility, reduced appetite for risk and a regulatory focus on
capital. Against this backdrop, the Proposal enables shareholders who wish to
sell their stake in Just Retirement to exit at a significant premium to the
share price prior to the start of the Offer Period.
As part of the Proposal, Avalon has committed to inject GBP25 million into the
business promptly following the Effective Date through the Capital Increase.
Whilst the Independent Directors believe that Just Retirement currently enjoys a
sound capital position, the injection of this capital should enhance Just
Retirement's prospects and support its growth potential. Further, the
Independent Directors recognise that the eventual introduction of the EU's
Solvency II Directive in 2012 may have implications for Just Retirement's future
capital position. The Independent Directors also believe that, in the event the
Proposal does not become effective, Langholm (which owns approximately 52.6 per
cent. of Just Retirement's existing share capital) would be unlikely to be able
to participate in any future equity raising by Just Retirement.
Further, as a partial alternative to the cash offer, the Proposal also allows
those Just Retirement Shareholders who wish to retain an economic interest in
the business to do so. The securities being issued to the Permira Funds (or
their nominee) and those Just Retirement Shareholders will carry the same
economic rights. The irrevocable undertakings from Michael Fuller and certain of
the other Just Retirement Directors as well as certain senior managers of Just
Retirement include an undertaking to elect to participate in the Securities
Alternative in respect of at least 22,227,010 Just Retirement Shares,
representing approximately 7.5 per cent. of Just Retirement's existing issued
ordinary share capital. The Langholm Undertakings include a commitment not to
elect to participate in the Securities Alternative. Therefore, if all Just
Retirement Shareholders (other than Langholm) elect to receive the Securities
Alternative in consideration for their entire holdings of Just Retirement
Shares, they will receive approximately 69.8 per cent. of the consideration in
Units of the Securities Alternative and approximately 30.2 per cent. in cash.
9.Recommendation
The Independent Directors, who have been so advised by Deutsche Bank, consider
the Proposal to be fair and reasonable. In providing advice to the Independent
Directors, Deutsche Bank has taken into account the commercial assessments of
the Independent Directors.
Accordingly, the Independent Directors intend unanimously to recommend that Just
Retirement Shareholders vote in favour of the resolutions relating to the
Proposal at the Meetings (or in the event that the Proposal is implemented by
takeover offer, to accept or procure acceptance of such offer), as the
Independent Directors have irrevocably undertaken to do in respect of their own
beneficial holdings totalling 881,029 Just Retirement Shares (representing
approximately 0.3 per cent. of Just Retirement's existing issued ordinary share
capital).
The Independent Directors make no recommendation in relation to the decision to
be taken by Just Retirement Shareholders as to whether they should elect to
participate in the Securities Alternative. Just Retirement Shareholders should
consult an appropriate independent professional adviser if they are in any doubt
as to whether to make an election for the Securities Alternative.
10.Information relating to Permira
Permira is a European private equity firm with a global reach. The funds, raised
from pension funds and other institutions, make long-term investments in
companies with the ambition of transforming their performance and driving
sustainable growth.
The firm's teams are based in Frankfurt, Guernsey, Hong Kong, London,
Luxembourg, Madrid, Milan, New York, Paris, Menlo Park, Stockholm and Tokyo,
advising funds with a total committed capital of approximately EUR20 billion
(US$28 billion). Since 1985, the Permira funds have completed over 190 private
equity transactions.
11.Information relating to Avalon
Avalon is a newly incorporated company formed in the UK at the direction of
funds advised by Permira for the purpose of the Proposal. The registered
address of Avalon is Pellipar House, 1st Floor, 9 Cloak Lane, London EC4R 2RU.
Permira reserves the right to alter the legal and/or beneficial ownership of
Avalon after the date of this announcement, save that the ultimate beneficial
owner of Avalon between the date of this announcement and the Effective Date
will remain as the Permira Funds.
Avalon has not traded since incorporation, nor has it entered into any
obligations, other than in connection with the Proposal and the financing of the
Proposal.
The current directors of Avalon are Ian Sellars, James Fraser and Paul
Armstrong. Further details in relation to Avalon will be contained in the Scheme
Circular.
12.Irrevocable undertakings
Avalon has procured an irrevocable undertaking from Mr. Fuller pursuant to which
if he forms a separate class of shareholder for the purposes of the Scheme, he
will vote in favour of the Scheme at the Court Meeting, and he will (whether or
not he forms a separate class) vote in favour of and consent to the Special
Resolutions. Avalon has also procured irrevocable undertakings to vote in
favour of the resolutions relating to the Proposal at the Meetings (including
from certain Just Retirement Directors who hold Just Retirement Shares and from
certain other Just Retirement Shareholders (being Langholm and certain senior
managers of Just Retirement)) in respect of aggregate holdings of 164,079,298
ordinary shares representing approximately 59.8 per cent. of Just Retirement's
existing issued ordinary share capital excluding those Just Retirement Shares
held by Mr. Fuller.The irrevocable undertakings from Mr. Fuller, certain of the
other Just Retirement Directors and certain senior managers of Just Retirement
include an undertaking to elect to participate in the Securities Alternative in
respect of, in aggregate, at least 22,227,010 Just Retirement Shares,
representing approximately 7.5 per cent. of Just Retirement's existing issued
ordinary share capital.
All of the undertakings, including those of Mr. Fuller and Langholm, include a
commitment to vote against and not accept any Competing Offer. The Langholm
Undertakings also include a commitment not to elect to participate in the
Securities Alternative.
Further details of these irrevocable undertakings to vote in favour of the
resolutions relating to the Proposal at the Meetings are set out in Appendix 3
of this announcement.
13.Implementation agreement
Avalon and Just Retirement have entered into the Implementation Agreement in
relation to the implementation of the Proposal and related matters. Pursuant to
the Implementation Agreement, Avalon and Just Retirement have agreed, inter
alia, subject to the fiduciary duties of the directors of each of the parties,
to take all such steps and actions and prepare all such documents necessary for
the implementation of the Proposal (including the Scheme) in accordance with an
agreed timetable and in accordance with the terms of the Implementation
Agreement and the requirements of the Takeover Code, the Court and applicable
law and regulations. Further information regarding the Implementation Agreement
will be set out in the Scheme Circular.
14.Cost cover arrangements
Just Retirement has agreed to pay a break fee of approximately GBP2.3 million to
Avalon if:
* the Independent Directors fail to provide an unqualified recommendation of the
Proposal or, having given the recommendation, the Independent Directors fail to
repeat it as necessary or the Independent Directors withdraw, qualify or
adversely modify their recommendation; or
* a Competing Offer is announced or increased and becomes wholly unconditional or
otherwise completes prior to the Langholm Undertakings lapsing or the Proposal
lapsing or being withdrawn.
15.Interests
As at the close of business on 23 September 2009 (the last practicable Business
Day prior to the date of this announcement):
* Saga Personal Finance Limited, a company in which a fund advised by Permira
(other than the Permira Funds) has an interest, indirectly holds 168,920
ordinary shares in Just Retirement representing approximately 0.1 per cent. of
the existing issued share capital of Just Retirement; and
* save as disclosed above, neither Avalon, nor any directors of Avalon, nor so far
as Avalon is aware, any person acting in concert with Avalon has any interest in
or right to subscribe for any relevant securities of Just Retirement.
16.Management, employees and locations
Avalon attaches great importance to the skills and experience of the existing
management and employees of Just Retirement. Avalon has given assurances to the
Just Retirement Directors that, on the Proposal becoming Effective, the existing
employment rights, including pension rights, of all Just Retirement Group
employees will be observed at least to the extent required by applicable law.
Avalon's plans for Just Retirement do not involve any material change in the
conditions of employment of Just Retirement Group employees. Following the
Effective Date, the employee resource of the Just Retirement Group will be
considered as part of Avalon's overall strategy for Just Retirement and will be
reviewed from time to time in light of the on-going requirements of the Just
Retirement Group. Avalon has no current intention to change the location of
the Just Retirement Group's places of business.
Tom Cross Brown, Peter Hales, Clifton Melvin, Ralph Peters and Albert Wiegman
have agreed to resign on the Effective Date if so requested by Avalon. It is
intended that the existing Actuarial Function Holder will remain in place.
Avalon will appoint to the Avalon Board one of the directors of Just Retirement
(Holdings) plc who is considered by the FSA as being independent, subject to
such individual's agreement to being appointed to the Avalon Board.
17.Just Retirement Share Incentive Plans
The Proposal will extend to any Just Retirement Shares unconditionally allotted
or issued prior to the Scheme Record Time including shares issued pursuant to
the exercise of options granted under the Just Retirement Share Incentive Plans.
An appropriate proposal will be made in due course to participants in the Just
Retirement Share Incentive Plans.
18.Scheme process
It is intended that the Proposal will be implemented by means of a
court-sanctioned scheme of arrangement between Just Retirement and the Just
Retirement Shareholders under Part 26 of the 2006 Act. It is proposed that Mr.
Fuller will comprise a separate class for the purposes of the Scheme.
The Proposal will involve the cancellation of all of the Just Retirement Shares
other than those for which Class A Notes will be issued under the Securities
Alternative (the "Cancelled Shares"). The reserve arising from the cancellation
of the Cancelled Shares will be applied in paying up in full such number of new
shares in the share capital of Just Retirement as is equal to the Cancelled
Shares and issuing the same to Avalon and/or its nominees, in consideration for
which and in consideration for the transfer of those Just Retirement Shares for
which Class A Notes will be issued under the Securities Alternative, Just
Retirement Shareholders will receive consideration on the basis set out in
paragraph 2 of this announcement.
For those Just Retirement Shareholders who validly elect to receive the
Securities Alternative, the Class A Ordinary Shares, Class A Preference Shares
and Class A Notes (comprised in the Securities Alternative) will be issued paid
up in full.
The Scheme is subject to the Conditions and certain further terms set out in
Appendix 1 to this announcement and to the further terms and conditions to be
set out in the Scheme Circular. In particular, the Scheme requires the approval
of Just Retirement Shareholders by the passing of a resolution at the Court
Meeting expected to be held in October or November 2009. That resolution must be
approved by a majority in number of the Just Retirement Shareholders present and
voting (and entitled to vote) at the Court Meeting, either in person or by
proxy, and representing not less than three-fourths in value of all Just
Retirement Shares which are voted at the Court Meeting (or at any adjournment
thereof).
The Proposal is also conditional, in general terms, upon the European Commission
indicating in terms reasonably satisfactory to Avalon that it does not intend to
initiate an in-depth investigation under the relevant European anti-trust
legislation and also upon the FSA having notified Avalon of its unconditional
approval in respect of each person who will acquire control or any additional or
increased control over any UK authorised person (for the purposes of the FSMA)
which is a member of the Wider Just Retirement Group in connection with the
Proposal (or the FSA being treated as having approved the acquisition for the
purposes of the FSMA), and such approval remaining in full force and effect and
the FSA not having cancelled or varied, and not having notified any proposal to
cancel or vary the Part IV permission (within the meaning of section 40(4) of
the FSMA) of any of the authorised entities within the Just Retirement Group as
they are at the date of this announcement.
Implementation of the Scheme, which must occur by the Long Stop Date unless
Avalon and Just Retirement agree (with the consent of the Panel) to a later
date, will also require the passing of the Special Resolutions, requiring the
approval of Just Retirement Shareholders representing at least three-fourths of
the votes cast at the Just Retirement General Meeting, which will be held
immediately after the Court Meeting.
Following the Meetings, the Scheme must be sanctioned and the Capital Reduction
confirmed by the Court, and will only become effective on delivery to the
Registrar of Companies of:
(a)a copy of the First Court Order sanctioning the Scheme; and
(b)a copy of the Second Court Order,
and, in the case of the Second Court Order, it being delivered to the Registrar
of Companies together with the Statement of Capital and, in relation to the
Capital Reduction, if so ordered by the Court in order to take effect, the
registration of the Second Court Order and Statement of Capital by the Registrar
of Companies.
Upon the Scheme becoming effective, it will be binding on all Just Retirement
Shareholders, irrespective of whether or not they attended or voted at the Court
Meeting or the Just Retirement General Meeting.
Further details of the Scheme will be contained in the Scheme Circular, which
will be posted to Just Retirement Shareholders as soon as reasonably
practicable. It is currently anticipated that the Scheme will become effective
in late 2009, subject to satisfaction of the Conditions set out in Appendix 1 to
this announcement. Further details on the timetable for the implementation of
the Scheme will be set out in the Scheme Circular.
19.Delisting and re-registration
Prior to the Scheme becoming effective, Just Retirement will make an application
to the London Stock Exchange to cancel trading in Just Retirement's ordinary
shares on AIM, such cancellation becoming effective on the second Business Day
following the Effective Date.
Share certificates in respect of Just Retirement ordinary shares will cease to
be valid and should be destroyed on the Effective Date. In addition,
entitlements within the CREST system will be cancelled on the Effective Date.
It is intended that Just Retirement be re-registered as a private limited
company as part of the Scheme and for this to take effect on the Effective Date.
20.General
The Proposal will be on the terms and subject to the conditions set out herein
and in Appendix 1, and to be set out in the Scheme Circular. The formal Scheme
Circular will be sent to Just Retirement Shareholders as soon as reasonably
practicable.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
Avalon reserves the right to elect to implement the Proposal by way of a
takeover offer (as defined in section 974 of the 2006 Act) as an alternative to
the Scheme. Any such election by Avalon will require the consent of the Panel.
In such event, the takeover offer will be implemented on the same terms (subject
to appropriate amendments), so far as applicable, as those which would apply to
the Proposal as set out in this announcement. In addition, any such takeover
offer which relates to Just Retirement Shares will be subject to a 75 per cent.
acceptance condition (or such lower percentage as Avalon may, subject to the
rules of the Takeover Code and with the consent of the Panel, decide). Under the
Langholm Undertakings, Avalon would also require the prior written consent of
Langholm to an acceptance condition set at a lower percentage than 75 per
cent. and, under the Implementation Agreement, the prior written consent of Just
Retirement unless the Independent Directors have withdrawn or modified their
recommendation of the Proposal in any respect.
The implications of the Proposal for persons resident in, or citizens of,
jurisdictions outside the United Kingdom may be affected by the laws of the
relevant jurisdictions. Such persons should inform themselves about and observe
any applicable requirements.
Neither the securities comprised in the Units to be issued pursuant to the
Securities Alternative nor the Units have been, nor will be, listed on any stock
exchange and have not been, and will not be, registered under the US Securities
Act or under any laws of any state, district or other jurisdiction, of the
United States of America, nor have clearances been, nor will they be, obtained
from the securities commission or similar authority of any province or territory
of Canada and no prospectus has been, or will be, filed, or registration made,
under any securities law of any province or territory of Canada, nor has a
prospectus in relation to the Units been, nor will one be, lodged with, or
registered by, the Australian Securities and Investments Commission, nor have
any steps been taken, nor will any steps be taken, to enable the Units to be
offered in compliance with applicable securities laws of Japan and no regulatory
clearances in respect of the Units have been, or will be, applied for in any
other jurisdiction. Accordingly, unless an exemption under relevant securities
laws is available, the Units are not being, and may not be, offered, sold,
resold, delivered or distributed, directly or indirectly, in, into or from the
United States of America or any other Securities Alternative Restricted
Jurisdiction or to, or for the account or benefit of, any US Person or resident
of any other Securities Alternative Restricted Jurisdiction. The Proposal does
not constitute an offer of Units in the United States.
Enquiries:
+------------------------------------------------+----------------------+
| Permira Advisers LLP | +44 (0)20 7632 1000 |
| Chris Davison | |
| | |
+------------------------------------------------+----------------------+
| Credit Suisse (financial adviser to Avalon and | +44 (0)20 7888 8888 |
| Permira) | |
| Zachary Brech, Jim Rushton | |
| | |
+------------------------------------------------+----------------------+
| Just Retirement | +44 (0)1737 233396 |
| Tom Cross Brown, Chairman | |
| Simon Thomas, Finance Director | |
| Shayne Deighton, Chief Actuary | |
| | |
+------------------------------------------------+----------------------+
| Deutsche Bank (financial adviser and corporate | +44 (0)20 7545 8000 |
| broker to Just Retirement) | |
| Michael Lamb, Omar Faruqui | |
| James Agnew, Toby Clark (Corporate Broking) | |
| | |
+------------------------------------------------+----------------------+
| Citigate Dewe Rogerson (Public relations | +44 (0)20 7638 9571 |
| adviser to Just Retirement) | |
| Michael Berkeley, Ged Brumby | |
+------------------------------------------------+----------------------+
APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE PROPOSAL
The Proposal and the Scheme will comply with the applicable rules and
regulations of the FSA, AIM and the Takeover Code, will be governed by English
law and will be subject to the jurisdiction of the courts of England. In
addition the Proposal and the Scheme will be subject to the terms and conditions
set out below and to be set out in the Scheme Circular.
The Proposal will be conditional upon the Scheme becoming Effective by not later
than 6pm on the Long Stop Date or such later date (if any) as Avalon and Just
Retirement may, with the consent of the Panel, agree and (if required) the Court
may approve.
Conditions of the Scheme
1.The Scheme will be subject to the following Conditions:
(a)approval of the Scheme by a majority in number representing not less than 75
per cent. in value of Just Retirement Shareholders who are on the register of
members of Just Retirement at the Voting Record Time, present and voting,
whether in person or by proxy, at the Court Meeting (or any adjournment
thereof);
(b)the resolutions required to implement the Scheme being passed at the Just
Retirement General Meeting (or any adjournment thereof); and
(c)the sanction of the Scheme and the confirmation of the Capital Reduction
(with or without modification), and the delivery of office copies of the Court
Orders and of the Statement of Capital being delivered to the Registrar of
Companies and, in relation to the Capital Reduction, if so ordered by the Court
in order to take effect, the registration of the Second Court Order and
Statement of Capital by the Registrar of Companies.
2.Just Retirement and Avalon have agreed that, subject to the provisions of
paragraph 0 below and the requirements of the Panel in accordance with the
Takeover Code, the Scheme will also be conditional upon, and accordingly the
necessary actions to make the Proposal Effective will only be taken on, the
satisfaction or, where relevant, waiver of the following Conditions:
(a)(i)the European Commission making a decision, in terms satisfactory
to Avalon, that in connection with the proposed acquisition of Just Retirement
by Avalon, or any matter arising therefrom, it will not initiate proceedings
under Article 6(1)(c) of Council Regulation (EC) 139/2004 (the "Regulation");
(ii)the European Commission indicating, in terms reasonably satisfactory to
Avalon, that it does not intend to refer the proposed acquisition, or any aspect
of the proposed acquisition, to a competent national authority in accordance
with Article 9(1) of the Regulation;
(iii)in the event of a referral of the proposed acquisition, or any aspect of
the proposed acquisition, to a competent authority in accordance with Article
9(1) of the Regulation, and in the event that Avalon waives, in whole or in
part, Condition 2(a)(ii) in relation to such referral, such competent authority
adopting a decision or providing such other indication of its position as shall
be satisfactory to Avalon; and
(iv)no indication having been made that a European Union or EFTA state may take
appropriate measures to protect legitimate interests pursuant to Article 21(4)
of the Regulation in relation to the proposed acquisition or any aspect of the
proposed acquisition;
(b)except as Fairly Disclosed in writing, no central bank, government or
governmental, quasi-governmental, supranational, statutory, regulatory,
environmental, administrative, fiscal or investigative body, court, trade
agency, association, institution, environmental body, employee representative
body or any other body or person whatsoever in any jurisdiction (each a "Third
Party") having, without the written consent of Avalon, prior to the Effective
Date, taken, instituted, implemented or threatened any action, proceeding, suit,
investigation, enquiry or reference, or having required any action to be taken
or otherwise having done anything or having enacted, made or proposed any
statute, regulation, decision, order or change to published practice and there
not continuing to be outstanding any statute, regulation, decision or order, in
each case which would or might reasonably be expected to:
(i)make the Proposal, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control of, Just Retirement
by any member of the Wider Avalon Group void, illegal and/or unenforceable under
the laws of any relevant jurisdiction, or otherwise directly or indirectly
prevent, prohibit, or materially restrain, restrict, delay or otherwise
interfere with the implementation of, or impose material additional conditions
or obligations with respect to, or otherwise materially impede, challenge,
interfere with or require amendment of the Scheme or the acquisition of any such
shares or securities by any member of the Wider Avalon Group;
(ii)require, prevent or materially delay the divestiture or materially alter the
terms envisaged for such divestiture by any member of the Wider Avalon Group or
by any member of the Wider Just Retirement Group of all or any part of its
businesses, assets or property or impose any limitation on the ability of any of
them to conduct their businesses (or any part thereof) or to own any of their
assets or properties (or any part thereof) to an extent which is material in the
context of the Just Retirement Group taken as a whole;
(iii)impose any limitation on, or result in a delay in, the ability of any
member of the Avalon Group directly or indirectly to acquire or hold or to
exercise effectively all or any rights of ownership in respect of shares or
other securities in Just Retirement or on the ability of any member of the Wider
Just Retirement Group or any member of the Avalon Group directly or indirectly
to hold or exercise effectively any rights of ownership in respect of shares or
other securities (or the equivalent) in, or to exercise management control over,
any member of the Wider Just Retirement Group to an extent which is material in
the context of the Just Retirement Group taken as a whole;
(iv)except pursuant to Chapter 3 of Part 28 of the 2006 Act, require any member
of the Avalon Group or the Wider Just Retirement Group to acquire or offer to
acquire any shares, other securities (or the equivalent) or interest in any
member of the Wider Just Retirement Group owned by any third party (other than
in the implementation of the Scheme);
(v)require, prevent or materially delay a divestiture by any member of the
Avalon Group of any shares or other securities (or the equivalent) in Just
Retirement;
(vi)result in any member of the Wider Just Retirement Group ceasing to be able
to carry on business under any name under which it presently carries on business
to an extent which is material in the context of the Just Retirement Group taken
as a whole;
(vii)impose any limitation on the ability of any member of the Wider Avalon
Group or any member of the Wider Just Retirement Group to integrate or
co-ordinate all or any part of its business with all or any part of the business
of any other member of the Wider Avalon Group and/or the Wider Just Retirement
Group which is adverse to and material in the context of the Wider Just
Retirement Group taken as a whole; or
(viii)otherwise affect any or all of the business, assets, profits or prospects
of any member of the Wider Just Retirement Group or any member of the Wider
Avalon Group, in each case in a manner which is adverse to and material in the
context of the Wider Just Retirement Group taken as a whole or of the
obligations of any members of the Wider Avalon Group taken as a whole in
connection with the Proposal,
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference having expired, lapsed, or
been terminated;
(c)no undertakings or assurances being sought from Avalon, any member of the
Wider Avalon Group or any member of the Wider Just Retirement Group by the
Secretary of State for Trade and Industry or any other third party, except on
terms reasonably satisfactory to Avalon;
(d)without limitation to Conditions 2(e) and 2(f), the FSA having notified its
approval in writing to Avalon, either unconditionally or subject to conditions
satisfactory to Avalon, in respect of each person (whether or not a member of
the Wider Avalon Group) who will acquire control or any additional or increased
control (for the purposes of the FSMA) over any UK authorised person (within the
meaning of that Act) which is a member of the Wider Just Retirement Group in
connection with the Proposal or the acquisition or proposed acquisition of any
shares or other securities in, or control or management of Just Retirement or
any other member of the Wider Just Retirement Group by any member of the Wider
Avalon Group, or the FSA having been treated as having given such approval by
reason of section 189(6) of the FSMA, and such approval remaining in full force
and effect; and in respect of each member of the Just Retirement Group which
holds a Part IV permission (within the meaning of section 40(4) of the FSMA) at
the date of this announcement, neither Just Retirement nor any member of the
Just Retirement Group having received notice from the FSA either withdrawing
such permission, or varying such permission to an extent which is material in
the context of the Just Retirement Group taken as a whole;
(e)all necessary notifications and filings having been made in connection with
the Scheme and all necessary waiting periods (including any extensions thereof)
under any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all statutory and
regulatory obligations in any relevant jurisdiction having been complied with
and all Authorisations necessary or appropriate in any jurisdiction for or in
respect of the Proposal or the proposed acquisition of any shares or other
securities in, or control of, Just Retirement by any member of the Avalon Group
having been obtained in terms and in a form reasonably satisfactory to Avalon
from all appropriate Third Parties or (without prejudice to the generality of
the foregoing) from any person or bodies with whom any member of the Wider Just
Retirement Group has entered into contractual arrangements and all such
Authorisations necessary or appropriate to carry on the business of any member
of the Wider Just Retirement Group in any relevant jurisdiction having been
obtained, in each case where the direct consequence of a failure to make such
notification or filing or to wait for the expiry, lapse or termination of any
such waiting period or to comply with such obligation or obtain such
Authorisation would be unlawful in any Restricted Jurisdiction or have a
material adverse effect on the Wider Just Retirement Group, any member of the
Avalon Group or the ability of Avalon to implement the Scheme and all such
Authorisations remaining in full force and effect at the time at which the
Scheme becomes otherwise unconditional and there being no notice or intimation
of an intention to revoke, suspend, restrict, modify or not to renew such
Authorisations;
(f)except as Fairly Disclosed, there being no provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Just Retirement Group is a party or by or to which any such
member or any of its assets is bound or subject which, as a consequence of the
Proposal or the proposed acquisition by any member of the Avalon Group of any
shares or other securities in Just Retirement or because of a change in the
control or management of Just Retirement or otherwise, would or might reasonably
be expected to result in, in each case to an extent which is material in the
context of the Just Retirement Group taken as a whole or to the obligations of
any members of the Avalon Group in connection with the Proposal:
(i)any monies borrowed by, or any other indebtedness, actual or contingent, or
any grant available to any member of the Wider Just Retirement Group being or
becoming repayable, or capable of being declared repayable, immediately or prior
to its or their stated maturity date or repayment date, or the ability of any
such member to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or inhibited;
(ii)the rights, liabilities, obligations, interests or business of any member of
the Wider Just Retirement Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any member of the
Wider Just Retirement Group in or with any other firm or company or body or
person (or any agreement or arrangement relating to any such business or
interests) being terminated or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken thereunder;
(iii)any member of the Wider Just Retirement Group ceasing to be able to carry
on business under any name under which it presently carries on business to an
extent which is material in the context of the Just Retirement Group taken as a
whole;
(iv)any assets or interests of any member of the Wider Just Retirement Group
being or falling to be disposed of or charged or any right arising under which
any such asset or interest could be required to be disposed of or charged
otherwise than in the ordinary course of business;
(v)the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider Just Retirement Group;
(vi)the value of, or the financial or trading position or prospects of, any
member of the Wider Just Retirement Group being prejudiced or adversely
affected;
(vii)the creation or acceleration of any liability (actual or contingent) by any
member of the Wider Just Retirement Group; or
(viii)any liability of any member of the Wider Just Retirement Group to make any
severance, termination, bonus or other payment to any of its directors or other
officers;
(g)since 30 June 2009, except as Fairly Disclosed, no member of the Wider Just
Retirement Group having:
(i)issued or agreed to issue or authorised or proposed the issue of additional
shares of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities (save, where relevant, as between Just
Retirement and wholly-owned subsidiaries of Just Retirement and save for the
issue of Just Retirement Shares on the exercise of options granted before the
date of this announcement in the ordinary course and save for the issue of
33,784 Just Retirement Shares to Saga Personal Finance Limited on or around 28
July 2009);
(ii)recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution (whether payable in cash or
otherwise) other than to Just Retirement or one of its wholly-owned
subsidiaries;
(iii)save for transactions between Just Retirement and its wholly-owned
subsidiaries, merged with or demerged from or acquired any body corporate,
partnership or business or, other than in the ordinary course of business,
acquired or disposed of or transferred, mortgaged or charged or created any
security interest over, any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised, proposed or announced
any intention to do so which, in each case, is material in the context of the
Just Retirement Group taken as a whole;
(iv)save as between Just Retirement and its wholly-owned subsidiaries or between
such wholly?owned subsidiaries, made, authorised, proposed or announced an
intention to propose any change in its loan capital which is material in the
context of the Just Retirement Group taken as a whole;
(v)issued, authorised or proposed the issue of any debentures or (save as
between Just Retirement and its wholly-owned subsidiaries or between such
wholly-owned subsidiaries) incurred or increased any indebtedness or become
subject to any contingent liability to an extent which is material in the
context of the Just Retirement Group taken as a whole;
(vi)entered into or varied or authorised, proposed or announced its intention to
enter into or vary any contract, transaction, arrangement or commitment (whether
in respect of capital expenditure or otherwise) (otherwise than in the ordinary
course of business) which is or is likely to be restrictive on the business of
any member of the Wider Just Retirement Group, which is of a long term, unusual
or onerous nature or which involves or could reasonably be expected to involve
an obligation of a long term, unusual or onerous nature or magnitude and which
is, in any such case, material in the context of the Just Retirement Group taken
as a whole;
(vii)entered into or varied the terms of any service agreement with any director
or senior employee (meaning any employee whose basic salary exceeds GBP100,000
gross per annum) of the Wider Just Retirement Group;
(viii)proposed, agreed to provide or modified in any material respect the terms
of any share option scheme, incentive scheme, or other benefit relating to the
employment or termination of employment of any employee of the Wider Just
Retirement Group which is material in the context of the Just Retirement Group
taken as a whole;
(ix)the trustees of the relevant pension scheme having made or agreed or
consented to any significant change to the terms of the trust deeds constituting
the pension schemes established for its directors, employees or their dependants
or the benefits which accrue, or to the pensions which are payable, thereunder,
or to the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined or to the basis on which the
liabilities (including pensions) of such pension schemes are funded or valued,
or agreed or consented to any change to the trustees or trustee directors, or
proposed, or agreed or entered into, any significant change in the manner in
which the assets of any such pension scheme are invested, or to enter into one
or more specific bulk annuity contracts in relation to any such pension scheme,
or carried out any act which may lead to the commencement of the winding up of
the scheme or which could give rise directly or indirectly to a liability
arising out of the operation of sections 38 to 56 inclusive of the Pensions Act
2004 in relation to the scheme;
(x)implemented or effected, or authorised, proposed or announced its intention
to implement or effect, any composition, assignment, reconstruction,
amalgamation, commitment, scheme or other transaction or arrangement (other than
the Scheme) (otherwise than in the ordinary course of business);
(xi)purchased, redeemed or repaid or announced any proposal to purchase, redeem
or repay any of its own shares or other securities or reduced (save in
connection with the Scheme) or, save in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its share capital
to an extent which (other than in the case of Just Retirement) is material in
the context of the Just Retirement Group;
(xii)waived or compromised any claim otherwise than in the ordinary course of
business;
(xiii)made any material alteration to its memorandum or articles of association
or other incorporation documents which is material in the context of the Just
Retirement Group taken as a whole;
(xiv)(other than in respect of a member which is dormant and was solvent at the
relevant time) taken or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the suspension of
payments, a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of any
administrator, receiver, manager, administrative receiver, trustee or similar
officer of all or any of its assets or revenues or any analogous proceedings in
any jurisdiction or appointed any analogous person in any jurisdiction or had
any such person appointed;
(xv)been unable, or admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business; or
(xvi)entered into any contract, commitment, agreement or arrangement otherwise
than in the ordinary course of business or passed any resolution or made any
offer (which remains open for acceptance) with respect to or announced an
intention to, or to propose to, effect any of the transactions, matters or
events referred to in this condition;
(h)since 30 June 2009, and except as Fairly Disclosed:
(i)there having been no adverse change in the business, assets, financial or
trading position or profits or prospects or operational performance of any
member of the Wider Just Retirement Group to an extent which is material to the
Just Retirement Group taken as a whole or which is material to the obligations
of any member of the Avalon Group in connection with the Proposal;
(ii)no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or against or
remaining outstanding against any member of the Wider Just Retirement Group or
to which any member of the Wider Just Retirement Group is or may become a party
(whether as claimant or defendant or otherwise) and no enquiry or investigation
by, or complaint or reference to, any Third Party against or in respect of any
member of the Wider Just Retirement Group having been threatened, announced or
instituted by or against, or remaining outstanding in respect of, any member of
the Wider Just Retirement Group which, in each case, might reasonably be
expected materially and adversely to affect the Just Retirement Group taken as a
whole;
(iii)no contingent or other liability having arisen or become known to Avalon
which might be likely adversely to affect the business, assets, financial or
trading position or profits or prospects of any member of the Wider Just
Retirement Group to an extent which is material to the Just Retirement Group
taken as a whole; and
(iv)no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Wider Just Retirement Group, which is
necessary for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which is material and likely
adversely to affect the Just Retirement Group taken as a whole;
(i)since 30 June 2009, except as Fairly Disclosed, Avalon not having discovered:
(i)that any financial, business or other information concerning the Wider Just
Retirement Group publicly disclosed at any time by or on behalf of any member of
the Wider Just Retirement Group, which is material in the context of the
acquisition of Just Retirement by any member of the Avalon Group, is materially
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not misleading to a material extent;
(ii)that any member of the Wider Just Retirement Group is subject to any
liability, contingent or otherwise which is material in the context of the Just
Retirement Group taken as a whole; or
(iii)any information which affects the import of any information disclosed to
Avalon at any time by or on behalf of any member of the Wider Just Retirement
Group, and which is material in the context of the Just Retirement Group taken
as a whole; and
(j)in relation to any release, emission, accumulation, discharge, disposal or
other fact or circumstance which has impaired or is likely to impair the
environment (including property) or harmed or is likely to harm human health, no
past or present member of the Wider Just Retirement Group, in a manner or to an
extent which is material in the context of the Just Retirement Group taken as a
whole, (i) having committed any violation of any applicable laws, statutes,
regulations, notices or other requirements of any Third Party and/or (ii) having
incurred any liability (whether actual or contingent) to any Third Party; and/or
(iii) being likely to incur any liability (whether actual or contingent), or
being required, to make good, remediate, repair, re-instate or clean up the
environment (including any property).
3.Subject to the requirements of the Panel in accordance with the Takeover Code,
Avalon reserves the right to waive, in whole or in part, all or any of the above
Conditions, except Conditions 1 and 2(a).
4.If Avalon is required by the Panel to make an offer for Just Retirement Shares
under the provisions of Rule 9 of the Takeover Code, Avalon may make such
alterations to any of the above Conditions as are necessary to comply with the
provisions of that Rule.
5.Avalon reserves the right to elect to implement the Proposal by way of a
takeover offer (as defined in section 974 of the 2006 Act) as an alternative to
the Scheme. In such event, the Proposal will be implemented on the same terms
(subject to appropriate amendments including (without limitation) the inclusion
of an acceptance condition set at 75 per cent. (or such lower percentage as
Avalon may, subject to the rules of the Takeover Code and with the consent of
the Panel, decide) of the shares to which the Proposal relates and those
required under applicable law, so far as applicable) as those which would apply
to the Scheme. Further, if sufficient acceptances of such offer are received
and/or sufficient Just Retirement Shares are otherwise acquired, it is the
intention of Avalon to apply the provisions of the 2006 Act to require
compulsorily any outstanding Just Retirement Shares to which such offer relates.
6.The Proposal will lapse if it is referred to the UK Competition Commission
before 1.00 p.m. (London time) on or before the later of the date of the Court
Meeting and the date of the Just Retirement General Meeting. In such event, Just
Retirement will not be bound by the terms of the Scheme.
7.The Proposal will lapse if the European Commission either initiates
proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004 or makes a
referral to a competent authority of the United Kingdom under Article 9(3)(b) of
that Regulation and there is a subsequent reference to the UK Competition
Commission, in either case before 1.00 p.m. (London time) on or before the later
of the date of the Court Meeting and the date of the Just Retirement General
Meeting. In such event, Just Retirement will not be bound by the terms of the
Scheme.
APPENDIX 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this announcement:
1.the value of the Proposal is calculated on the basis of the fully diluted
number of Just Retirement Shares referred to in paragraph 2 below;
2.the fully diluted share capital of Just Retirement (being 302,134,000 Just
Retirement Shares) is calculated on the basis of:
2.1the number of Just Retirement Shares in issue on 24 September 2009, being the
Business Day prior to the date of this announcement, being 296,717,521 Just
Retirement Shares; and
2.2any further Just Retirement Shares which may be issued on or after the date
of this announcement on the exercise of options or vesting of awards under the
Just Retirement Share Incentive Plans, amounting in aggregate to a maximum
of 5,416,479 Just Retirement Shares.
For the purposes of this announcement, it is assumed that all options and awards
which are "in the money" under the Just Retirement Share Incentive Plans will be
exercised in full over all Just Retirement ordinary shares which are subject to
such awards and options and assuming full exercise of all options and awards
under the Just Retirement (Holdings) plc Sharesave Scheme;
3.unless otherwise stated, the financial information relating to Just
Retirement is extracted from the Financial Statements; and
4.unless otherwise stated, all prices for Just Retirement Shares have been
derived from the AIM appendix of the Daily Official List and represent Closing
Prices on the relevant date(s).
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1.Just Retirement Directors and senior managers
The Just Retirement Directors and senior managers of Just Retirement whose names
are set out in column 1 below have given irrevocable undertakings to vote in
favour of the resolutions relating to the Proposal at the Meetings in respect of
their own beneficial holdings of Just Retirement Shares (or those Just
Retirement Shares over which they have control), being the number of Just
Retirement Shares set out in column 2 below against their name. In addition, in
those irrevocable undertakings, Just Retirement Directors (other than Tom Cross
Brown, Peter Hales, Clifton Melvin and Ralph Peters) and senior managers have
undertaken to elect for the Securities Alternative in respect of at least the
percentage of their Just Retirement Shares set out in column 4 below against
their name, including in respect of any Just Retirement Shares acquired on the
exercise of options under the Just Retirement Share Incentive Plans. In
addition, Shayne Deighton has undertaken to elect for the Securities Alternative
in respect of 60 per cent. of any Just Retirement Shares acquired on the
exercise of options under the Just Retirement Share Incentive Plans.
+----------+------------+--------------+-------------+-------------+
| 1 | 2 | 3 | 4 | 5 |
+----------+------------+--------------+-------------+-------------+
| Name | Number | Percentage | Minimum | Minimum |
| | of | of Just | percentage | number |
| | Just |Retirement's | of Just | of Just |
| |Retirement | existing | Retirement | Retirement |
| | Shares |issued share | Shares | Shares |
| | | capital | held, and | held in |
| | | | of any | respect of |
| | | | Just | which an |
| | | | Retirement | election |
| | | | Shares | for the |
| | | | acquired | Securities |
| | | | on the |Alternative |
| | | | exercise | will be |
| | | | of options | made |
| | | | under the | |
| | | | Just | |
| | | | Retirement | |
| | | | Share | |
| | | | Incentive | |
| | | | Plans, in | |
| | | | respect of | |
| | | | which an | |
| | | | election | |
| | | | for the | |
| | | | Securities | |
| | | |Alternative | |
| | | | will be | |
| | | | made | |
+----------+------------+--------------+-------------+-------------+
| Tom | 33,783 | 0.011 | N/A | N/A |
| Cross | | | | |
| Brown | | | | |
+----------+------------+--------------+-------------+-------------+
| Simon | 320,000 | 0.108 | 60 | 192,000 |
| Thomas | | | | |
+----------+------------+--------------+-------------+-------------+
| Peter | 12,000 | 0.004 | N/A | N/A |
| Hales | | | | |
+----------+------------+--------------+-------------+-------------+
| Clifton | 240,874 | 0.081 | N/A | N/A |
| Melvin | | | | |
+----------+------------+--------------+-------------+-------------+
| Ralph | 274,372 | 0.092 | N/A | N/A |
| Peters | | | | |
+----------+------------+--------------+-------------+-------------+
| Chris | 3,760,589 | 1.267 | 61 | 2,293,960 |
| Berryman | | | | |
+----------+------------+--------------+-------------+-------------+
| Steven | 3,760,589 | 1.267 | 60 | 2,256,360 |
| Kyle | | | | |
+----------+------------+--------------+-------------+-------------+
| David | 405,328 | 0.137 | 75 | 304,000 |
| Cooper | | | | |
+----------+------------+--------------+-------------+-------------+
| Bernard | 143,590 | 0.048 | 65 | 93,340 |
| Brown | | | | |
+----------+------------+--------------+-------------+-------------+
| TOTAL | 8,951,125 | 3.017 | N/A | 5,139,660 |
+----------+------------+--------------+-------------+-------------+
2.Michael Fuller
Michael Fuller has given an irrevocable undertaking pursuant to which if he does
form a separate class, he will vote in favour of the Proposal at the Court
Meeting, and he will (whether or not he forms a separate class) vote in favour
of and consent to the Special Resolutions in respect of his beneficial holding
of Just Retirement Shares. In addition, this irrevocable undertaking includes an
undertaking to elect for the Securities Alternative in respect of at least the
percentage of his Just Retirement Shares set out in column 5 below, including in
respect of any Just Retirement Shares acquired on the exercise of any options
under the Just Retirement Share Incentive Plans.
The details of the irrevocable undertaking are as follows:
+-------------+------------+--------------+---------------+---------------+
| Name | Number of | Percentage | Minimum | Minimum |
| | Just | of Just |percentage of | number of |
| |Retirement |Retirement's | Just | Just |
| | Shares | existing | Retirement | Retirement |
| | |issued share | Shares held, | Shares held, |
| | | capital | and of any | and of Just |
| | | | Just | Retirement |
| | | | Retirement | Shares |
| | | | Shares | acquired on |
| | | | acquired on | the exercise |
| | | | the exercise | of options |
| | | | of options | under the |
| | | | under the | Just |
| | | | Just | Retirement |
| | | | Retirement | Share |
| | | | Share | Incentive |
| | | | Incentive | Plans, in |
| | | | Plans, in | respect of |
| | | | respect of | which an |
| | | | which an | election for |
| | | | election for | the |
| | | | the | Securities |
| | | | Securities | Alternative |
| | | | Alternative | will be made |
| | | | will be made | |
+-------------+------------+--------------+---------------+---------------+
| Michael |22,563,539 | 7.604 | 75 | 17,087,350 |
| Fuller | | | | |
+-------------+------------+--------------+---------------+---------------+
The irrevocable undertaking from Mr. Fuller includes an undertaking to exercise
the voting rights attaching to his Just Retirement Shares on a resolution which
would assist implementation of the Scheme if it were passed at a general, class
or other meeting of the Just Retirement Shareholders, other than a resolution of
all Just Retirement Shareholders voting as a single class under section 899(1)
of the 2006 Act.
3.Other Just Retirement Shareholders
The following Just Retirement Shareholders have given irrevocable undertakings
to vote in favour of the resolutions relating to the Proposal at the Meetings in
respect of their own beneficial holdings of Just Retirement Shares. The Langholm
Undertaking also includes an undertaking not to elect to participate in the
Securities Alternative.
+------------------------+------------------------+------------------------+
| Name | Number of Just | Percentage of Just |
| | Retirement Shares | Retirement's existing |
| | | issued share capital |
+------------------------+------------------------+------------------------+
| Langholm Capital | 150,399,870 | 50.688 |
| Partners L.P. | | |
+------------------------+------------------------+------------------------+
| LCP (Guernsey) L.P. | 3,177,021 | 1.071 |
+------------------------+------------------------+------------------------+
| Langholm Capital LLP | 1,551,282 | 0.523 |
| on behalf of Langholm | | |
| Capital LLP | | |
| Co-Investment Plan | | |
+------------------------+------------------------+------------------------+
| TOTAL | 155,128,173 | 52.281 |
+------------------------+------------------------+------------------------+
These irrevocable undertakings referred to in paragraphs 1-3 of this Appendix 3
all cease to be binding in the following circumstances:
(a)the Scheme Circular not being posted to Just Retirement Shareholders within
28 days (or such longer period as the Panel may agree being not more than six
weeks) after the date of this announcement; or
(b)the date falling two Business Days after the Scheme lapsing or being
withdrawn in accordance with its terms unless before the end of that two
Business Day period, Avalon makes a public announcement that it intends to
implement the Proposal by way of a takeover offer (as such term is defined in
section 974 of the 2006 Act) or otherwise publicly confirming that it does not
intend to implement the Proposal by way of a takeover offer or otherwise; or
(c)the Scheme not becoming effective by 6.00 p.m. on the date falling 130 days
from the date of this announcement (or such later time or date as agreed between
Avalon and Just Retirement, with the approval of the Court and/or the Panel if
required); or
(d)in the case of the irrevocable undertakings given by the Independent
Directors, upon termination of the Implementation Agreement in certain specified
circumstances; or
(e)the date on which Avalon announces that it does not intend to proceed with
the Proposal.
In addition, all of the irrevocable undertakings include a commitment to vote
against and not accept any Competing Offer.
4.General
All the irrevocable undertakings of which details are set out in this Appendix 3
are given in favour of both Avalon and Just Retirement.
APPENDIX 4
DESCRIPTION OF RIGHTS ATTACHING TO THE UNITS
The Securities Alternative comprises Class A Ordinary Shares, Class A Preference
Shares and Class A Notes. Each Unit will comprise of 20 Class A Ordinary Shares,
12 Class A Preference Shares and 44 Class A Notes. The rights of the Class A
Ordinary Shares and Class A Preference Shares shall be set out in the Avalon
Articles. The rights of the Class A Notes shall be set out in the Class A Note
Instrument.
THE CLASS A ORDINARY SHARES AND CLASS A PREFERENCE SHARES
The Avalon Articles to be adopted prior to the Effective Date will contain,
amongst other things, provisions to the following effect.
1.SHARE CAPITAL
1.1General
Immediately prior to the Effective Date, Avalon will have issued Class B
Ordinary Shares, Class B Preference Shares and Class B Notes. Immediately after
the Effective Date, Avalon will also have issued Class A Ordinary Shares, Class
A Preference Shares and Class A Notes.
The Securities Alternative is comprised of Class A Ordinary Shares, Class A
Preference Shares and Class A Notes, to be issued in the same proportions as the
Class B Ordinary Shares, Class B Preference Shares and Class B Notes issued
directly or indirectly to the Permira Funds.
The Class A Ordinary Shares will rank pari passu with the Class B Ordinary
Shares, except that the Class A Ordinary Shares will not carry any entitlement
to vote, whereas the Class B Ordinary Shares will have one vote per share. The
Class A Preference Shares will rank pari passu with the Class B Preference
Shares in all respects.
Notwithstanding any other provision of the Avalon Articles, the Class A Ordinary
Shares will at all times have the same nominal value as the Class B Ordinary
Shares.
No class of shares in Avalon shall be listed.
Subject to the 2006 Act and other shareholders' rights, shares may be issued
with such rights and restrictions as the Avalon Board may decide. Redeemable
shares may be issued. Subject to the Avalon Articles, the 2006 Act and other
shareholders' rights, unissued shares are at the disposal of the Avalon Board.
1.2Management Incentivisation Package
Avalon intends to implement a management equity incentivisation package in due
course. The size, terms and conditions of the incentivisation package are to be
determined by the Avalon Board (in its absolute discretion). Any such package
will dilute all holders of share capital in Avalon pro rata. The rights attached
to the Class A Shares in the Avalon Articles will provide that the consent of
the Class A Shareholders is not required for any transaction in connection with
the implementation of any such incentivisation package and a waiver of any
dissentient or similar rights they may have.
2.VOTING RIGHTS; SHAREHOLDER APPROVALS
The Class A Ordinary Shareholders will not be entitled to receive notice of,
attend or vote at any general meeting of Avalon.
Each Class B Ordinary Share will have one vote attached to it.
Preference Shareholders will not be entitled to receive notice of, attend or
vote at any general meeting of Avalon.
A resolution put to the vote of any general meeting of Avalon shall be decided
by way of show of hands unless a poll is demanded, and votes may be given in
person or by proxy.
Any matters to be resolved upon by shareholders may also be approved by written
resolution of the Class B Ordinary Shareholders.
3.DIVIDENDS AND DISTRIBUTIONS
3.1Preference Share dividend
Preference Shareholders shall be entitled to receive a fixed cumulative
preferential dividend at a rate of 15 per cent. per annum of the nominal value
of the Preference Shares held.
The Preference Share Dividend shall accrue daily and be payable annually every
December. The accrued Preference Share Dividend shall be paid in cash or
rolled-up (whether to pay in cash or to roll-up is to be at Avalon's option
(subject to the prior consent of the Class B Ordinary Shareholders if payment is
to be in cash) provided that the same method of payment shall apply to all
Preference Shareholders equally).
3.2General
Avalon may from time to time declare, and make or pay (as appropriate),
dividends, distributions and other returns of capital (including any
capitalisation or bonus issue) (together, "distributions") in accordance with
the respective rights of its shareholders as described in this Appendix 4, but
no distribution shall exceed the amount recommended by the Avalon Board and no
dividend shall be paid on the Ordinary Shares whilst there are any arrears of
the Preference Share Dividend.
3.3Restrictions and consents relating to dividends and other distributions
No distribution may be declared, made or paid (as appropriate) to the extent
prohibited by any legal or regulatory restriction.
Any declaration, and the making or payment (as appropriate), of a distribution
must be approved by the Class B Ordinary Shareholders either: (1) by the consent
in writing of Class B Ordinary Shareholders representing a majority of the
voting rights of the issued Class B Ordinary Shares; or (2) with the sanction of
an ordinary resolution passed by the Class B Ordinary Shareholders.
3.4Ranking
In respect of their rights to distributions:
(i)Class A Ordinary Shares will rank equally with Class B Ordinary Shares;
(ii)Class A Preference Shares will rank equally with Class B Preference Shares;
and
(iii)Preference Shares will rank ahead of Ordinary Shares.
Except insofar as the rights attaching to, or the terms of issue of, any class
of share provide otherwise: (i) all distributions shall be declared, and made or
paid (as appropriate), according to the nominal amount of the share in respect
of which the distribution is made or paid (as appropriate); and (ii) all
distributions shall be apportioned and paid pro rata according to the time the
share has been in issue during any portion or portions of the period in respect
of which the distribution is made or paid (as appropriate), save that all shares
issued pursuant to the Proposal shall be deemed to have been issued on the
Effective Date for these purposes.
4.LIQUIDATION OR SALE OF AVALON
4.1General
On: (i) a liquidation, dissolution or winding-up of Avalon, or return of capital
by Avalon; or (ii) the sale of the entire issued share capital of Avalon in a
single transaction or a series of related transactions; the assets of Avalon
available for distribution or, as appropriate, the proceeds in respect of the
transaction (or series of related transactions) shall be distributed (after
deduction of any costs and expenses attributable to the relevant transaction (or
series of related transactions)), to the extent Avalon is lawfully able to so as
follows:
(i)firstly, to Noteholders, for an amount equal to the principal of their Notes,
plus any accrued and unpaid interest on their Notes;
(ii)secondly, to Preference Shareholders, for an amount equal to the nominal
value of their Preference Shares, plus any accrued and unpaid Preference Share
Dividend; and
(iii)finally, to Ordinary Shareholders pro rata to the nominal amount of their
Ordinary Shares.
5.TRANSFER RIGHTS
5.1Class A Ordinary Shares and Class A Preference Shares
Interests in the Class A Ordinary Shares and Class A Preference Shares shall be
freely transferable subject to:
(i)the prior written approval of the Avalon Board other than for transfers to
Class B Ordinary Shareholders or their nominees; and
(ii)any transfer of Class A Ordinary Shares always being transferred with a
proportionate amount of Class A Preference Shares held by the transferee (and
vice versa).
The Avalon Board may require the transferor to provide an indemnity (on terms to
be approved by the Avalon Board) in respect of any lost share certificates. The
Avalon Board may also require the transferor to provide to Avalon such
documentation and other evidence as to identity in relation to the transferee as
the Avalon Board (acting reasonably) may consider necessary.
5.2Class B Ordinary Shares and Class B Preference Shares
Interests in the Class B Ordinary Shares and Class B Preference Shares shall be
freely transferable (subject to the rights of the Class A Shareholders to
tag-along as described in paragraph ?10 of this Appendix 4) save that any
transfer of Class B Ordinary Shares must always be transferred with a
proportionate amount of Class B Preference Shares held by the transferee (and
vice versa).
5.3General provisions
Any purported transfer made in breach of the above restrictions shall be
ineffective and shall be void from the time of the transfer.
For the purposes of this paragraph 5, "transfer" shall be deemed to mean any
transfer, sale, exchange, encumbrance or other form of disposal of any interest
of any nature whatsoever (including, without limitation, the transfer of any
beneficial interest).
6.VARIATION OF RIGHTS
All or any of the rights attaching to an existing class of shares may be varied
or abrogated:
(i)in the case of the same variation or abrogation being made to all classes of
shares, with the consent in writing of those Class B Ordinary Shareholders
representing not less than a majority of the voting rights of the issued Class B
Ordinary Shares; and
(ii)in the case of variation or abrogation being made to one class of shares
where the same variation or abrogation is not being made to the other classes of
shares, with the consent in writing of the holders of each class that is
adversely affected by such variation or abrogation (including the class in
respect of which the variation or abrogation is being made), by holders together
holding not less than three fourths of the issued shares of such class.
7.PRE-EMPTION RIGHTS
7.1Application of pre-emption rights
If it is proposed to issue any securities in Avalon for cash save as required in
paragraph 7.2 of this Appendix 4, each holder of Class A Ordinary Shares shall
be given an opportunity to subscribe, at the same time or within 20 Business
Days following such issue, and on the same terms, for such percentage of the
securities to be issued as equates to its pro-rata share of the Ordinary Shares
in issue immediately prior to the issue ("Relevant Entitlement") provided that
on an issue to a Class A Shareholder the transfer rights of the new securities
may be modified in such manner as the Board in good faith considers is necessary
to ensure that no prospectus is required. A holder of Ordinary Shares may only
subscribe for its Relevant Entitlement if it also subscribes, at the same time,
for any corresponding proportion of loan notes, ordinary shares, preference
shares, bonds or other securities or debt instruments of Avalon which are issued
in a strip with the new securities.
7.2Exclusions from pre-emption rights
The foregoing pre-emption rights shall not apply to: (i) issuances in respect of
any employee share scheme or employee or management incentive arrangements; (ii)
the payment of a scrip dividend or a capitalisation issue carried out in
accordance with the Avalon Articles; or (iii) issuances in respect of the
Capital Increase.
8.SALE OR LISTING
The Class A Shareholders will consent to and take any action required by the
Avalon Board to effect any Pre-Sale Reorganisation of the share capital of
Avalon in anticipation of a Sale or a Listing, if the consequences are that, on
such Sale or Listing, the Class A Ordinary Shares will have the same rights as
the Class B Ordinary Shares and the Class A Preference Shares will have the same
rights as the Class B Preference Shares, and the ratios of Class A Ordinary
Shares to Class B Ordinary Shares, and of Class A Preference Shares to Class B
Preference Shares, will be the same on such Sale or Listing as prior to the
Pre-Sale Reorganisation.
9.DRAG-ALONG OF CLASS A SHARES
9.1Application of drag-along rights
Save in the case of a Pre-Sale Reorganisation where the current share structure
of Avalon is replicated, if Class B Ordinary Shareholders wish to transfer to a
third party (which is not affiliated with Permira) 50 per cent. or more of the
issued Class B Ordinary Shares and Class B Preference Shares in a single
transaction (or a series of related transactions), then such holders shall be
entitled to require that each Class A Shareholder shall transfer all of its
holding of Class A Ordinary Shares and Class A Preference Shares to the third
party on terms and conditions which are no less favourable (including, without
limitation, as to the value, form and time of receipt of the consideration) than
those terms and conditions on which the Class B Shareholders will transfer Class
B Ordinary Shares and on which the Class B Preference Shareholders will transfer
Class B Preference Shares (as appropriate) pursuant to such transaction(s). The
form of consideration shall be considered no less favourable if it includes at
the request of the third party an alternative enabling certain management or
employees to roll over their interests in Avalon into securities in any member
of the third party's group.
The only obligations of the Class A Shareholders shall be to deliver legal and
beneficial title to their Class A Shares (together with all rights attaching to
them, free from all encumbrances and with such title as the holder actually has)
by delivering to Avalon on or before the relevant completion date the required
transfer documents and to give customary warranties as to title and capacity.
9.2Obligations of Class A Shareholders in connection with drag-along
transactions
Subject to the terms and conditions of the drag-along offer complying with the
above requirements, the Class A Shareholders shall be required to cooperate in
relation to any transaction in respect of which drag-along rights are being
exercised and each Class A Shareholder shall waive any dissentient or similar
rights it has in connection with such proposed transaction (or series of
transactions).
9.3Drag-along rights (general)
The drag-along provisions shall, if the Permira Funds so determine, take
precedence over the tag-along provisions if both the drag-along and tag-along
provisions apply to the same transaction (or series of transactions).
10.TAG-ALONG BY CLASS A SHARES
10.1Application of tag-along rights
If the Class B Shareholders wish to transfer any Class B Ordinary Shares to a
third party (who is not affiliated with Permira) representing 50 per cent. or
more of the issued Class B Ordinary Shares and Class B Preference Shares in a
single transaction (or a series of related transactions), then the Class B
Ordinary Shareholders shall procure that each Class A Shareholder shall have the
right to transfer all of its holding of Class A Ordinary Shares and Class A
Preference Shares to the third party on terms and conditions which are no less
favourable (including as to the value, form and time of receipt of the
consideration) than those terms and conditions on which the Class B Shareholders
will transfer Class B Ordinary Shares and on which the Class B Preference
Shareholders will transfer Class B Preference Shares (as appropriate) pursuant
to such transaction(s). The form of consideration shall be considered no less
favourable if it includes at the request of the third party an alternative
enabling certain management or employees to roll over their interests in Avalon
into securities in any member of the third party's group.
The only obligations of the Class A Shareholders shall be to deliver legal and
beneficial title to their Class A Shares (together with all rights attaching to
them, free from all encumbrances and with such title as the holder actually has)
by delivering to Avalon on or before the relevant completion date the required
transfer documents and to give customary warranties as to title and capacity.
10.2Obligations of Class A Shareholders in connection with tag-along
transactions
Subject to the terms and conditions of the tag-along offer complying with the
above requirements, the Class A Shareholders shall be required to consent to any
transaction in respect of which tag-along rights are being exercised and each
Class A Shareholder and/or holder of Class A Preference Shares shall waive any
dissentient or similar rights it has in connection with such proposed
transaction (or series of transactions).
11.RESERVED MATTERS
The Avalon Articles will contain a list of material matters requiring each
member of the Avalon Group to obtain the consent of the Class B Ordinary
Shareholders prior to undertaking such matters. Shareholders in Avalon will be
required to exercise their rights as shareholders to ensure that members of the
Avalon Group comply with this obligation, and the list of matters may be
modified from time to time with the consent of any Avalon director appointed by
the Class B Ordinary Shareholders.
12.INFORMATION RIGHTS
Without limiting the power of the Avalon Board to send such information as it
considers appropriate to shareholders in Avalon, all Class A Shareholders shall
be provided with Just Retirement's quarterly and annual financial statements.
13.OTHER
Each certificate for a Class A Share will contain or attach a legend which shall
advise the holder that the share is subject to the restrictions which are
summarised in this Appendix 4 and which will be set out in the Avalon Articles.
DESCRIPTION OF RIGHTS ATTACHING TO NOTES
1.ISSUER
Class A Notes and Class B Notes will be issued by Avalon.
2.GUARANTORS
Neither the Class A Notes nor the Class B Notes will be guaranteed by any member
of the Avalon Group or any other person.
3.NOTES TO BE ISSUED
The Notes will be comprised of two tranches: (i) Class A Notes to be issued to
Unitholders who make a valid election under the Securities Alternative (subject
to such elections being satisfied in accordance with the terms of the Securities
Alternative); and (ii) Class B Notes to be issued to or at the direction of the
Permira Funds.
The Notes will be issued in registered form in amounts and integral multiples of
GBP0.10. The Notes will not constitute qualifying corporate bonds.
4.LISTING
The Notes will not be listed.
5.PRICE
Class A Notes shall be issued in part consideration of the transfer of Just
Retirement Shares under the terms of the Proposal.
Class B Notes shall be issued for cash at nominal value.
6.RANKING
The Notes will be unsecured and rank pari passu in right of payment to all
existing and future unsubordinated indebtedness of Avalon.
The Class A Notes and the Class B Notes shall rank pari passu and without
preference amongst themselves.
The Notes shall rank ahead of Ordinary Shares and Preference Shares both as to
income and as to capital.
7.SECURITY
The Notes will be unsecured.
8.INTEREST
Interest shall be payable on the Notes at a rate of 10 per cent. per annum of
the principal amount of the Notes outstanding.
Interest will accrue quarterly in arrears from the date of issue of the Notes
and on each Interest Payment Date will either be paid in cash or will be rolled
up (the choice of method of payment to be at Avalon's option (subject to the
consent of the Class B Ordinary Shareholders) which may be given by any director
appointed to the Avalon Board by the Class B Ordinary Shareholders).
Any rolled over interest shall itself bear interest in accordance with the
foregoing and shall, if not previously paid, be paid on redemption of the
relevant Notes.
9.INTEREST PAYMENT DATES
Each 1 March, 1 June, 1 September and 1 December (each being an "Interest
Payment Date"), beginning on the Interest Payment Date falling not less than 180
days after the issue of the Notes.
10.MATURITY AND REPAYMENT
The Notes will be repaid, if not previously repaid or redeemed, on the earlier
of the 10th anniversary of the issue of the Notes, a Listing, Sale, a sale by
the relevant member of the Avalon Group of all, or substantially all, of the
Avalon Group's business, assets and undertaking, Event of Default (as defined in
paragraph 17 of this Appendix 4) or Optional Prepayment (as defined in paragraph
12 of this Appendix 4).
11.MANDATORY PREPAYMENTS
There will be no mandatory prepayments under the terms of the Notes at the
option of the Noteholders save under paragraphs 14 and 15 of this Appendix 4.
12.OPTIONAL PREPAYMENTS
The Notes will not be redeemed within 6 months of issue (either at the option of
Avalon or the Noteholders). Thereafter, prepayments of the Notes at the option
of Avalon shall be permitted, in whole or in part, with at least one business
day's prior written notice, subject to limitations as to the minimum amounts of
prepayments (such prepayment being an "Optional Prepayment"). Notes which are
subject to an Optional Prepayment will be prepaid at a price equal to 100 per
cent. of the principal amount thereof plus accrued and unpaid interest to the
redemption date.
13.TRANSFER RIGHTS
Interests in the Class A Notes shall be freely transferable subject to the prior
written approval of the Avalon Board other than for transfers to Class B
Ordinary Shareholders or their nominees. The Avalon Board may require the
transferor to provide an indemnity (on terms to be approved by the Avalon Board)
in respect of any lost loan note certificates. Avalon may also require the
transferring Class A Noteholder to provide to it such documentation and other
evidence as to identity as it reasonably considers necessary.
Interests in the Class B Notes shall be freely transferable (subject to the
rights of the Class A Noteholders to tag-along as described in paragraph 15 of
this Appendix 4).
Any purported transfer made in breach of the above restrictions shall be
ineffective and will be void from the time of transfer.
The restrictions applying to the Class A Notes under this paragraph ?13 may be
disapplied by resolution of the Avalon Board.
For the purposes of this paragraph ?13, "transfer" shall be deemed to mean any
transfer, sale, exchange, encumbrance or other form of disposal of any interest
of any nature whatsoever (including, without limitation, the transfer of any
beneficial interest).
14.DRAG-ALONG RIGHTS
Save in the case of a Pre-Sale Reorganisation where the current share structure
of Avalon is replicated, if Class B Noteholders wish to transfer to a third
party (which is not affiliated with Permira) 50 per cent. or more of the issued
Class B Notes in a single transaction (or a series of related transactions),
then such holders shall be entitled to require that each Class A Noteholder
shall transfer all of its holding of Class A Notes to the third party on terms
and conditions which are no less favourable (including, without limitation, as
to the value, form and time of receipt of the consideration) than those terms
and conditions on which the Class B Noteholders will transfer Class B Notes
pursuant to such transaction(s). The form of consideration shall be considered
no less favourable if it includes at the request of the third party an
alternative enabling certain management or employees to roll over their
interests in Avalon into securities in any member of the third party's group.
As an alternative to transfer, Avalon shall (if required by any Noteholder)
redeem the Class A Notes, and the terms and conditions of the transfer shall
apply mutatis mutandis to any such redemption.
The only obligations of the Class A Noteholders shall be to deliver legal and
beneficial title to their Class A Notes (together with all rights attaching to
them, free from all encumbrances and with such title as the holder actually has)
by delivering to Avalon on or before the relevant completion date the required
transfer documents and to give customary warranties as to title and capacity.
15.TAG-ALONG RIGHTS
If the Class B Noteholders wish to transfer any Class B Notes to a third party
(who is not affiliated with Permira) representing 50 per cent. or more of the
issued Class B Notes in a single transaction (or a series of related
transactions), then each Class A Noteholder shall have the right to transfer all
of its holding of Class A Notes to the third party on terms and conditions which
are no less favourable (including, without limitation, as to the value, form and
time of receipt of the consideration) than those terms and conditions on which
the Class B Noteholders will transfer Class B Notes pursuant to such
transaction(s). The form of consideration shall be considered no less
favourable if it includes at the request of the third party an alternative
enabling certain management or employees to roll over their interests in Avalon
into securities in any member of the third party's group. As an alternative to
transfer, Avalon shall (if required by any Noteholder) redeem the Class A Notes,
and the terms and conditions of the transfer shall apply mutatis mutandis to any
such redemption.
The only obligations of the Class A Noteholders shall be to deliver legal and
beneficial title to their Class A Notes (together with all rights attaching to
them, free from all encumbrances and with such title as the holder actually has)
by delivering to Avalon on or before the relevant completion date the required
transfer documents and to give customary warranties as to title and capacity.
16.COVENANTS
The Notes will contain no financial covenants.
17.EVENTS OF DEFAULT
The Notes will contain customary events of default in relation to: (i)
non-payment of any amount of interest or principal; (ii) insolvency-related
events; and (iii) material change in or cessation of business of an Avalon Group
Company or threat to do the same (each being an "Event of Default").
18.ENFORCEMENT OF RIGHTS
A Noteholder may not proceed directly against Avalon to enforce its rights under
the Notes in respect of an Event of Default unless either (i) the holders of
one-quarter of the Class A Notes consents to such enforcement; or (ii) the
holders of a majority of the Class B Notes proceeds against Avalon to enforce
its rights in respect of the same matter.
19.WITHHOLDING
All payments on the Notes shall be made without withholding or deduction for, or
on account of, any present or future taxes or duties except as required by
applicable law. Avalon will not be obliged to pay any additional amounts to
Noteholders in respect of any amounts required to be so withheld or deducted.
Under current law in the United Kingdom, interest on the Notes will be subject
to withholding tax at the rate of 20 per cent., subject to reduction or
exemption under any applicable double tax treaty.
20.GOVERNING LAW AND FORUM
The Notes will be governed by, and construed in accordance with, the laws of
England and Wales, and each Noteholder will submit to the jurisdiction of the
Court.
APPENDIX 5
DEFINITIONS
The following definitions apply throughout this document unless the context
otherwise requires:
+----------------------------------+---------------------------------------------------+
| "2006 Act" | the Companies Act 2006, as amended |
| | from time to time |
+----------------------------------+---------------------------------------------------+
| "Actuarial Function Holder" | the individual who is the actuarial |
| | function holder for the Just |
| | Retirement Group, currently being |
| | Paul Whitlock of Towers, Perrin, |
| | Forster & Crosby, Inc. |
+----------------------------------+---------------------------------------------------+
| "AIM" | the Alternative Investment Market of |
| | the London Stock Exchange |
+----------------------------------+---------------------------------------------------+
| "Annual Report and Accounts" | the annual report and audited |
| | accounts of Just Retirement for the |
| | year ended 30 June 2008 |
+----------------------------------+---------------------------------------------------+
| "associated undertaking" | shall be construed in accordance with |
| | paragraph 19 of Schedule 6 to The |
| | Large and Medium-sized Companies and |
| | Groups (Accounts and Reports) |
| | Regulations 2008 (SI 2008/410) but |
| | for this purpose ignoring paragraph |
| | 19(1)(b) of Schedule 6 to those |
| | regulations) |
+----------------------------------+---------------------------------------------------+
| "Authorisations" | authorisations, orders, grants, |
| | recognitions, confirmations, |
| | consents, licences, clearances, |
| | certificates, permissions or |
| | approvals |
+----------------------------------+---------------------------------------------------+
| "Avalon Articles" | the articles of association of Avalon |
+----------------------------------+---------------------------------------------------+
| "Avalon Board" | the board of directors of Avalon |
+----------------------------------+---------------------------------------------------+
| "Avalon Group" | Avalon, its subsidiaries and its |
| | subsidiary undertakings and where the |
| | context permits, each of them |
+----------------------------------+---------------------------------------------------+
| "Avalon Group Company" | Avalon and its subsidiary |
| | undertakings from time to time |
+----------------------------------+---------------------------------------------------+
| "Business Day" | a day, not being a public holiday, |
| | Saturday or Sunday, on which clearing |
| | banks in London are open for normal |
| | business |
+----------------------------------+---------------------------------------------------+
| "Capital Increase" | a GBP25 million capital injection |
| | into Just Retirement, funded |
| | ultimately by the Permira Funds |
| | through their nominees subscribing |
| | for further Class B Shares and Class |
| | B Notes issued by Avalon, and the |
| | subsequent issue of further ordinary |
| | shares in Just Retirement to Avalon |
+----------------------------------+---------------------------------------------------+
| "Capital Reduction" | the reduction of Just Retirement's |
| | share capital associated with the |
| | cancellation and extinguishing of the |
| | Just Retirement Shares provided for |
| | by the Scheme under section 645 of |
| | the 2006 Act |
+----------------------------------+---------------------------------------------------+
| "Cash Consideration" | the cash consideration due to Just |
| | Retirement Shareholders under the |
| | Proposal |
+----------------------------------+---------------------------------------------------+
| "Class A Notes" | the unlisted class A loan notes of |
| | GBP0.10 which may be issued by |
| | Avalon pursuant to the Securities |
| | Alternative, the terms of which are |
| | summarised in Appendix 4 to this |
| | announcement, and "Class A |
| | Noteholders" shall be construed |
| | accordingly |
+----------------------------------+---------------------------------------------------+
| "Class A Ordinary Shares" | the unlisted class A shares of |
| | GBP0.10 each which may be issued by |
| | Avalon pursuant to the terms of the |
| | Securities Alternative, the terms |
| | attaching to which are summarised in |
| | Appendix 4 to this announcement, and |
| | "Class A Ordinary Shareholders" shall |
| | be construed accordingly |
+----------------------------------+---------------------------------------------------+
| "Class A Preference Shares" | the cumulative redeemable class A |
| | preference shares of GBP0.10 each |
| | which may be issued by |
| | Avalon pursuant to the terms of the |
| | Securities Alternative, the terms of |
| | which are summarised in Appendix 4 to |
| | this announcement, and "Class A |
| | Preference Shareholders" shall be |
| | construed accordingly |
+----------------------------------+---------------------------------------------------+
| "Class A Shares" | the Class A Ordinary Shares and Class |
| | A Preference Shares, and "Class A |
| | Share" and "Class A Shareholder" |
| | shall be construed accordingly |
+----------------------------------+---------------------------------------------------+
| "Class B Notes" | the unlisted class B loan notes of |
| | GBP0.10 issued or to be issued |
| | by Avalon to (or at the direction of) |
| | the Permira Funds, and "Class B |
| | Noteholders" shall be construed |
| | accordingly |
+----------------------------------+---------------------------------------------------+
| "Class B Ordinary Shares" | the unlisted class B shares of |
| | GBP0.10 each issued or to be issued |
| | by Avalon to (or at the direction of) |
| | the Permira Funds, and "Class B |
| | Ordinary Shareholders" shall be |
| | construed accordingly |
+----------------------------------+---------------------------------------------------+
| "Class B Preference Shares" | the cumulative redeemable class B |
| | preference shares of GBP0.10 each to |
| | be issued by Avalon to (or at the |
| | direction of) the Permira Funds, and |
| | "Class B Preference Shareholders" |
| | shall be construed accordingly |
+----------------------------------+---------------------------------------------------+
| "Class B Shares" | the Class B Ordinary Shares and Class |
| | B Preference Shares, and "Class B |
| | Share" and "Class B Shareholder" |
| | shall be construed accordingly |
+----------------------------------+---------------------------------------------------+
| "Closing Price" | the closing middle market price of a |
| | Just Retirement Share as derived from |
| | the AIM Appendix of the Daily |
| | Official List on any particular date |
+----------------------------------+---------------------------------------------------+
| "Competing Offer" | means an offer or possible offer |
| | (whether or not on a pre-conditional |
| | basis), scheme of arrangement, merger |
| | or business combination, |
| | recapitalisation or other transaction |
| | relating to Just Retirement |
| | (including, for the avoidance of |
| | doubt, any transaction involving a |
| | dual listed company structure and any |
| | arrangement between Just Retirement |
| | and all or some of its members), in |
| | each case which would have the effect |
| | of vesting more than 50 per cent. of |
| | the voting rights in Just Retirement |
| | in a third party which is or is to be |
| | announced, made or entered into by a |
| | person (other than Avalon) who is not |
| | acting in concert with Avalon for the |
| | purposes of the Takeover Code |
+----------------------------------+---------------------------------------------------+
| "Conditions" | the conditions to the implementation |
| | of the Proposal which are set out in |
| | Appendix 1 to this announcement |
+----------------------------------+---------------------------------------------------+
| "Court" | the High Court of Justice of England |
| | and Wales |
+----------------------------------+---------------------------------------------------+
| "Court Meeting" | the meeting(s) of Just Retirement |
| | Shareholders to be convened at the |
| | direction of the Court pursuant to |
| | Part 26 of the 2006 Act at which a |
| | resolution will be proposed to |
| | approve the Scheme, including any |
| | adjournment thereof |
+----------------------------------+---------------------------------------------------+
| "Court Orders" | the First Court Order and the Second |
| | Court Order |
+----------------------------------+---------------------------------------------------+
| "Credit Suisse" | Credit Suisse Securities (Europe) |
| | Limited |
+----------------------------------+---------------------------------------------------+
| "CREST" | the relevant system (as defined in |
| | the Regulations) in respect of which |
| | Euroclear is the operator (as defined |
| | in CREST) |
+----------------------------------+---------------------------------------------------+
| "Daily Official List" | the daily official list of the London |
| | Stock Exchange |
+----------------------------------+---------------------------------------------------+
| "Deutsche Bank" | Deutsche Bank AG (London Branch) |
+----------------------------------+---------------------------------------------------+
| "Effective" | in the context of the Proposal: (i) |
| | if the Proposal is implemented by way |
| | of the Scheme, the Scheme having |
| | become effective in accordance with |
| | its terms; or (ii) if the Proposal is |
| | implemented by way of a takeover |
| | offer (as defined in section 974 of |
| | the 2006 Act), the takeover offer |
| | having been declared or having become |
| | unconditional in all respects in |
| | accordance with the requirements of |
| | the Takeover Code |
+----------------------------------+---------------------------------------------------+
| "Effective Date" | the date on which the Proposal |
| | becomes Effective |
+----------------------------------+---------------------------------------------------+
| "EFTA state" | Iceland, the Principality of |
| | Liechtenstein and the Kingdom of |
| | Norway |
+----------------------------------+---------------------------------------------------+
| "Euroclear" | Euroclear UK & Ireland Limited |
+----------------------------------+---------------------------------------------------+
| "EU" | European Union |
+----------------------------------+---------------------------------------------------+
| "Excluded Shares" | any Just Retirement Shares |
| | beneficially owned by Avalon or any |
| | subsidiary undertaking of Avalon |
| | immediately prior to the Scheme |
| | Record Time |
+----------------------------------+---------------------------------------------------+
| "Fairly Disclosed" | fairly disclosed in the Annual Report |
| | and Accounts or the Financial |
| | Statements, or as publicly announced |
| | by or on behalf of Just Retirement |
| | through (i) a Regulatory Information |
| | Service after 30 June 2008 and before |
| | the date of this announcement or (ii) |
| | the publication of such information |
| | on the main website maintained by |
| | Just Retirement before the date of |
| | this announcement, or as fairly |
| | disclosed by Just Retirement or any |
| | of its professional advisers, |
| | including but not limited to any of |
| | its legal advisers and any of its |
| | financial advisers, to a member of |
| | the Avalon Group or any of its |
| | professional advisers, including but |
| | not limited to any of its legal |
| | advisers and any of its financial |
| | advisers, before the date of this |
| | announcement |
+----------------------------------+---------------------------------------------------+
| "Financial Statements" | the unaudited financial statements of |
| | Just Retirement for the year ended 30 |
| | June 2009 announced by Just |
| | Retirement on the same date as this |
| | announcement |
+----------------------------------+---------------------------------------------------+
| "First Court Order" | the order of the Court sanctioning |
| | the Scheme under Part 26 of the 2006 |
| | Act |
+----------------------------------+---------------------------------------------------+
| "FSA" | Financial Services Authority |
+----------------------------------+---------------------------------------------------+
| "FSMA" | the Financial Services and Markets |
| | Act 2000, as amended from time to |
| | time |
+----------------------------------+---------------------------------------------------+
| "Implementation Agreement" | the implementation agreement between |
| | Avalon and Just Retirement dated 25 |
| | September 2009 |
+----------------------------------+---------------------------------------------------+
| "Independent Directors" | Tom Cross Brown, Peter Hales, Clifton |
| | Melvin, Ralph Peters, Bert Wiegman, |
| | Simon Thomas and Shayne Deighton, |
| | being all of the Just Retirement |
| | Directors other than Michael Fuller |
+----------------------------------+---------------------------------------------------+
| "Just Retirement Board" | the board of Just Retirement |
| | Directors |
+----------------------------------+---------------------------------------------------+
| "Just Retirement Directors" | the directors of Just Retirement |
+----------------------------------+---------------------------------------------------+
| "Just Retirement General | the general meeting of Just |
| Meeting" | Retirement Shareholders to be |
| | convened to consider and if thought |
| | fit pass, inter alia, the Special |
| | Resolutions in relation to the |
| | implementation of the Scheme |
+----------------------------------+---------------------------------------------------+
| "Just Retirement Group" | Just Retirement, its subsidiaries and |
| | its subsidiary undertakings and where |
| | the context permits, each of them |
+----------------------------------+---------------------------------------------------+
| "Just Retirement Share(s)" | the ordinary shares of GBP0.01 each |
| | in the share capital of Just |
| | Retirement which are: |
+----------------------------------+---------------------------------------------------+
| | * unconditionally |
| | allotted or issued |
| | and fully paid as |
| | at the date of the |
| | Scheme Circular; |
+----------------------------------+---------------------------------------------------+
| | * (if |
| | any) |
| | issued |
| | after |
| | the |
| | date |
| | of the |
| | Scheme |
| | Circular |
| | but |
| | before |
| | the |
| | Voting |
| | Record |
| | Time; |
| | and |
+----------------------------------+---------------------------------------------------+
| | * (if |
| | any) |
| | issued |
| | at or |
| | after |
| | the |
| | Voting |
| | Record |
| | Time |
| | and |
| | before |
| | the |
| | Scheme |
| | Record |
| | Time |
| | in |
| | respect |
| | of |
| | which |
| | the |
| | original |
| | or any |
| | subsequent |
| | holders |
| | thereof |
| | are, or |
| | shall have |
| | agreed in |
| | writing to |
| | be, bound |
| | by the |
| | Scheme, |
+----------------------------------+---------------------------------------------------+
| | in each case other than the Excluded |
| | Shares |
+----------------------------------+---------------------------------------------------+
| "Just Retirement Shareholders" | holders of Just Retirement Shares |
+----------------------------------+---------------------------------------------------+
| "Just Retirement Share Incentive | Just Retirement (Holdings) plc |
| Plans" | Sharesave Scheme; Just Retirement |
| | (Holdings) plc Performance Share |
| | Plan; and Just Retirement (Holdings) |
| | plc Company Share Option Plan |
| | |
+----------------------------------+---------------------------------------------------+
| "Langholm" | Langholm Capital Partners L.P., LCP |
| | (Guernsey) L.P. and Langholm Capital |
| | LLP Co-Investment Plan |
+----------------------------------+---------------------------------------------------+
| "Langholm Undertakings" | the irrevocable undertakings dated 25 |
| | June 2009 given by Langholm Capital |
| | Partners L.P., LCP (Guernsey) L.P. |
| | and Langholm Capital LLP |
| | Co-Investment Plan or on their |
| | behalf, to vote in favour of the |
| | Proposal and vote against any |
| | Competing Offer |
+----------------------------------+---------------------------------------------------+
| "Listing" | the admission to trading or |
| | permission to deal on any investment |
| | exchange becoming effective in |
| | accordance with the laws, rules and |
| | regulations of the relevant |
| | jurisdiction in relation to any |
| | equity securities of the relevant |
| | member of the Avalon Group |
+----------------------------------+---------------------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc or its |
| | successor |
+----------------------------------+---------------------------------------------------+
| "Long Stop Date" | the date falling 130 days after |
| | publication of the Scheme Circular |
+----------------------------------+---------------------------------------------------+
| "Meetings" | the Court Meeting and the General |
| | Meeting |
+----------------------------------+---------------------------------------------------+
| "Noteholders" | the holders of Notes |
+----------------------------------+---------------------------------------------------+
| "Notes" | the Class A Notes and the Class B |
| | Notes |
+----------------------------------+---------------------------------------------------+
| "Offer Period" | the period commencing on (and |
| | including) 10 November 2008 |
+----------------------------------+---------------------------------------------------+
| "Ordinary Shareholders" | the holders of Ordinary Shares |
+----------------------------------+---------------------------------------------------+
| "Ordinary Shares" | the Class A Ordinary Shares and the |
| | Class B Ordinary Shares |
+----------------------------------+---------------------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers |
+----------------------------------+---------------------------------------------------+
| "Permira" | Permira Advisers LLP |
+----------------------------------+---------------------------------------------------+
| "Permira Funds" | P4 Sub Continuing L.P.1, Permira IV |
| | Continuing L.P.2, P4 Co-Investment |
| | L.P. and Permira Investments Limited |
+----------------------------------+---------------------------------------------------+
| "pounds" or "GBP" | UK pounds sterling, the lawful |
| | currency of the UK |
+----------------------------------+---------------------------------------------------+
| "Preference Share Dividend" | the fixed cumulative preferential |
| | dividend at a rate of 15 per cent. |
| | per annum payable to Preference |
| | Shareholders |
+----------------------------------+---------------------------------------------------+
| "Preference Shareholder" | the holders of Preference Shares |
+----------------------------------+---------------------------------------------------+
| "Preference Shares" | the Class A Preference Shares and the |
| | Class B Preference Shares |
+----------------------------------+---------------------------------------------------+
| "Pre-Sale Reorganisation" | any reorganisation involving Avalon |
| | or its share or debt capital in |
| | preparation for a Sale or Public |
| | Offering |
+----------------------------------+---------------------------------------------------+
| "Proposal" | the proposed acquisition by Avalon of |
| | the entire issued share capital of |
| | Just Retirement by means of the |
| | Scheme (and other matters to be |
| | considered at the Meetings), or |
| | should Avalon so elect (and subject |
| | to the consent of the Panel), by |
| | means of a takeover offer made by or |
| | on behalf of Avalon for the entire |
| | issued share capital of Just |
| | Retirement |
+----------------------------------+---------------------------------------------------+
| "Public Offering" | any Listing or sale or offer for sale |
| | of equity securities of any member of |
| | the Avalon Group to the public in an |
| | offering under the laws, rules and |
| | regulations of the relevant |
| | jurisdiction |
+----------------------------------+---------------------------------------------------+
| "Registrar of Companies" | the Registrar of Companies in England |
| | and Wales |
+----------------------------------+---------------------------------------------------+
| "Regulations" | the Uncertificated Securities |
| | Regulations 2001 |
+----------------------------------+---------------------------------------------------+
| "Regulatory Information Service" | any information service authorised |
| | from time to time by the FSA for the |
| | purpose of disseminating regulatory |
| | announcements |
+----------------------------------+---------------------------------------------------+
| "Restricted Jurisdiction" | any jurisdiction where local laws or |
| | regulations may result in a |
| | significant risk of civil, regulatory |
| | or criminal exposure if information |
| | concerning the Proposal is sent or |
| | made available to Just Retirement |
| | Shareholders in that jurisdiction |
+----------------------------------+---------------------------------------------------+
| "Sale" | a transfer of equity securities in |
| | Avalon (whether through a single |
| | transaction or a series of related |
| | transactions) which would, if |
| | registered, result at the end of the |
| | transaction or the series of |
| | transactions, as the case may be, in |
| | a person (alone or together with any |
| | other person connected with him or |
| | with whom he has an arrangement or |
| | agreement regarding the ownership of |
| | securities or the control of the |
| | voting rights attaching thereto) |
| | other than Permira and its |
| | affiliates, controlling Avalon |
+----------------------------------+---------------------------------------------------+
| "Scheme" | the proposed scheme of arrangement |
| | under Part 26 of the 2006 Act between |
| | Just Retirement and the Just |
| | Retirement Shareholders, with or |
| | subject to any modification, addition |
| | or condition approved or imposed by |
| | the Court and agreed by Just |
| | Retirement and Avalon |
+----------------------------------+---------------------------------------------------+
| "Scheme Circular" | the document to be sent to Just |
| | Retirement Shareholders and persons |
| | with information rights containing, |
| | amongst other things, the Scheme and |
| | notices of the Meetings and proxy |
| | forms in respect of the Meetings |
+----------------------------------+---------------------------------------------------+
| "Scheme Record Time" | 6.00 p.m. on the Business Day |
| | immediately prior to the date of the |
| | Second Court Hearing |
+----------------------------------+---------------------------------------------------+
| "Second Court Hearing" | the hearing by the Court of the claim |
| | form to confirm the Capital Reduction |
| | under section 645 of the 2006 Act and |
| | to authorise the re-registration of |
| | Just Retirement as a private limited |
| | company under section 651 of the 2006 |
| | Act |
+----------------------------------+---------------------------------------------------+
| "Second Court Order" | the order of the Court confirming the |
| | Capital Reduction and authorising the |
| | re-registration of Just Retirement as |
| | a private company under section 651 |
| | of the 2006 Act |
+----------------------------------+---------------------------------------------------+
| "Securities Alternative" | the proposal under which the Just |
| | Retirement Shareholders (other than |
| | certain overseas shareholders) may |
| | elect to receive 1 Unit for every 10 |
| | Just Retirement Shares held |
+----------------------------------+---------------------------------------------------+
| "Securities Alternative | any jurisdiction in which an offer of |
| Restricted Jurisdiction" | Units would constitute a violation of |
| | relevant laws or require registration |
| | of the Units |
+----------------------------------+---------------------------------------------------+
| "Special Resolutions" | the special resolution to be |
| | considered at the Just Retirement |
| | General Meeting requiring the |
| | approval of Just Retirement |
| | Shareholders representing at least |
| | three-fourths of the votes cast at |
| | the Just Retirement General Meeting |
+----------------------------------+---------------------------------------------------+
| "Statement of Capital" | the statement of capital (approved by |
| | the Court) showing with respect to |
| | Just Retirement's share capital, as |
| | altered by the Second Court Order |
| | confirming the Capital Reduction, the |
| | information required by section 649 |
| | of the 2006 Act |
+----------------------------------+---------------------------------------------------+
| "subsidiary", "subsidiary | shall be construed in accordance with |
| undertaking" and "undertaking" | the 2006 Act |
+----------------------------------+---------------------------------------------------+
| "Takeover Code" | the City Code on Takeovers and |
| | Mergers |
+----------------------------------+---------------------------------------------------+
| "UK" or "United Kingdom" | United Kingdom of Great Britain and |
| | Northern Ireland |
+----------------------------------+---------------------------------------------------+
| "Unit" | 20 Class A Ordinary Shares, 12 Class |
| | A Preference Shares and 44 Class A |
| | Notes, in respect of which it is not |
| | intended to seek a public quotation |
| | on any recognised investment exchange |
| | or other market |
+----------------------------------+---------------------------------------------------+
| "Unitholder" | the holders of Units |
+----------------------------------+---------------------------------------------------+
| "US Person" | a US person as defined in Regulation |
| | S under the US Securities Act |
+----------------------------------+---------------------------------------------------+
| "US Securities Act" | the US Securities Act of 1933, as |
| | amended, and the rules and |
| | regulations promulgated thereunder |
+----------------------------------+---------------------------------------------------+
| "Voting Record Time" | 6.00 p.m. on the Business Day |
| | immediately prior to the Meetings or |
| | if the Court Meeting is adjourned, |
| | 6.00 p.m. on the Business Day before |
| | the date of such adjourned meeting |
+----------------------------------+---------------------------------------------------+
| "Wider Avalon Group" | Avalon Group and associated |
| | undertakings and any other body |
| | corporate, partnership, joint venture |
| | or person in which Avalon and such |
| | undertakings (aggregating their |
| | interests) have an interest of more |
| | than 20 per cent. of the voting or |
| | equity capital or the equivalent |
+----------------------------------+---------------------------------------------------+
| "Wider Just Retirement Group" | Just Retirement and associated |
| | undertakings and any other body |
| | corporate, partnership, joint venture |
| | or person in which Just Retirement |
| | and such undertakings (aggregating |
| | their interests) have an interest of |
| | more than 20 per cent. of the voting |
| | or equity capital or the equivalent |
+----------------------------------+---------------------------------------------------+
All times referred to are London time unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFEASNSAESNEEE
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