Court Sanction Announcement
November 23 2009 - 9:21AM
UK Regulatory
TIDMJR.
RNS Number : 9361C
Just Retirement (Holdings) plc
23 November 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION
+---------------------------------------+--------------------------------------+
| For immediate release | 23 November 2009 |
+---------------------------------------+--------------------------------------+
Recommended acquisition
of Just Retirement (Holdings) plc
by Avalon
Acquisitions Limited,
a company formed by funds advised by Permira Advisers
LLP
Court sanction of the Scheme
On 25 September 2009, the board of Avalon Acquisitions Limited ("Avalon") and
the Independent Directors of Just Retirement (Holdings) plc ("Just Retirement")
announced that they had reached agreement on the terms of a recommended
proposal for Avalon, a newly incorporated company owned by funds advised by
Permira Advisers LLP ("Permira"), to acquire the entire issued and to be issued
ordinary share capital of Just Retirement (the "Proposal"). A circular (the
"Scheme Document") setting out the terms of the Proposal and containing, amongst
other things, notices of the court meeting (the "Court Meeting") and general
meeting (the "General Meeting") of Just Retirement shareholders to consider the
scheme of arrangement under Part 26 of the Companies Act 2006 by which the
Proposal would be implemented (the "Scheme") and to consider a special
resolution to approve the Scheme (the "Special Resolution") was posted to Just
Retirement shareholders on 9 October 2009.
On 5 November 2009, Just Retirement announced that the Scheme was duly approved
at the Court Meeting and that the Special Resolution was duly passed at the
General Meeting.
Just Retirement is pleased to announce that the Court sanctioned the Scheme at
the First Court Hearing earlier today. In order for the Scheme to become fully
operative in accordance with its terms, the Court must now confirm the Capital
Reduction at the Second Court Hearing which is scheduled to take place on 25
November 2009.
Admission of New Shares
Just Retirement also announces that application has been made for 2,166,226
ordinary shares of 0.1 pence each in the Company (the "New Shares") to be
admitted to trading on the London Stock Exchange's AIM market for listed
securities ("AIM") ("Admission"). The New Shares are being issued to option
holders under the Company's Save As You Earn and Company Share Option Schemes
following Court sanction of the Scheme.
Admission of the New Shares is expected to become effective on 24 November 2009.
Following Admission, the total issued share capital of the Company will be
298,883,747 ordinary shares, all of which have voting rights.This figure may be
used by shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to their
interest in, the Company under the FSA's Disclosure and Transparency Rules.
Securities Alternative
Just Retirement confirms that, upon the Scheme becoming fully operative in
accordance with its terms, elections under the Securities Alternative will be
satisfied in accordance with the terms of the Securities Alternative in respect
of 25,539,910 Just Retirement Shares (which include certain of the New Shares),
representing approximately 8.5 per cent. of Just Retirement's issued share
capital (as increased by the issue of the New Shares).
Timetable of principal events
The last day of dealings in Just Retirement Shares will be 24 November 2009.
It is expected that the Scheme will become fully operative in accordance with
its terms on 26 November 2009 and that trading of Just Retirement Shares on AIM
will be cancelled with effect from 8.00 a.m. on 26 November 2009.
The following timetable sets out the expected dates of the remaining principal
events required for the implementation of the Proposal.
+-------------------------------------------------+-----------------------------+
| Event | Time and / or date |
+-------------------------------------------------+-----------------------------+
| | |
+-------------------------------------------------+-----------------------------+
| Last day of dealings in Just Retirement Shares | 24 November 2009 |
+-------------------------------------------------+-----------------------------+
| Scheme Record Time | 6:00 p.m. on 24 November |
| | 2009 |
+-------------------------------------------------+-----------------------------+
| Second Court Hearing (to confirm the Capital | 10:30 a.m. on 25 November |
| Reduction) | 2009 |
+-------------------------------------------------+-----------------------------+
| | |
+-------------------------------------------------+-----------------------------+
| The following dates are subject to change(1) | |
+-------------------------------------------------+-----------------------------+
| Effective Date of the Scheme | 26 November 2009 |
+-------------------------------------------------+-----------------------------+
| Cancellation of trading on AIM of Just | 8:00 a.m. on 26 November |
| Retirement Shares | 2009 |
+-------------------------------------------------+-----------------------------+
| Latest date for dispatch of cheques/settlement | 14 days after the Effective |
| through Crest and dispatch of Securities | Date |
| certificates | |
+-------------------------------------------------+-----------------------------+
(1) These times and dates are indicative only and will depend on the date on
which the Court confirms the Capital Reduction.
A copy of this announcement will be available on Just Retirement's website at
www.justretirement.com/InvestorRelations/Home.aspx from 12 noon on 24 November
2009.
Terms defined in the Scheme Document shall have the same meaning in this
announcement.
Enquiries
Just Retirement +44 (0)1737 233396
Tom Cross Brown, Chairman
Simon Thomas, Finance Director
Shayne Deighton, Chief Actuary
Deutsche Bank +44 (0)20 7545 8000
Michael Lamb / Omar Faruqui
James Agnew / Toby Clark (Corporate Broking)
Citigate Dewe Rogerson+44 (0)20 7638 9571
Michael Berkeley / Ged Brumby
This announcement is not intended to and does not constitute, or form any part
of, an offer to sell or an invitation to subscribe for or purchase
any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Proposal or otherwise. The Proposal has been made solely through
the Scheme Document, which contains the full terms and conditions of the
Proposal (including details on how to vote in respect of the Proposal). Any
response in relation to the Proposal should be made only on the basis of the
information contained in the Scheme Document.
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the FSA. Details about the extent of Deutsche Bank AG's
authorisation and regulation by the FSA are available on request. Deutsche Bank
AG, London Branch is acting as financial adviser and corporate broker to Just
Retirement and no one else in connection with the contents of this announcement
and will not be responsible to anyone other than Just Retirement for providing
the protections afforded to the clients of Deutsche Bank AG nor for providing
advice in relation to any matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of Just Retirement, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 p.m. (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the scheme becomes effective (or if
implemented by way of offer, the offer becomes, or is declared, unconditional as
to acceptances), or otherwise lapses or is withdrawn or on which the "offer
period" otherwise ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an "interest"
in "relevant securities" of Just Retirement, they will be deemed to be a single
person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" of Just Retirement by Just Retirement or Avalon, or by any
of their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at
http://www.thetakeoverpanel.org.uk/.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Panel's website. If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPCKNKDQBDDODB
Just Retire. (LSE:JR.)
Historical Stock Chart
From Jun 2024 to Jul 2024
Just Retire. (LSE:JR.)
Historical Stock Chart
From Jul 2023 to Jul 2024