Statement re Irrevocable Undertaking Signed


 

TIDMJR. 
 
RNS Number : 4315A 
Avalon Acquisitions Limited 
08 October 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM 
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF THAT JURISDICTION. 
 
 
IRREVOCABLE UNDERTAKING 
 
 
On 25 September 2009, Avalon Acquisitions Limited ("Avalon"), a company formed 
by funds advised by Permira Advisers LLP ("Permira"), announced (the "Rule 2.5 
Announcement") a recommended proposal (the "Proposal") for Just Retirement 
(Holdings) plc ("Just Retirement"). 
Avalon has now obtained an irrevocable undertaking in respect of 6,277,273 Just 
Retirement shares from Invesco Asset Management Limited ("Invesco") representing 
approximately 2.1 per cent. of Just Retirement's existing issued share capital 
at the date of this announcement. In addition, Avalon announced earlier today, 
that it had also acquired a further 29,375,000 Just Retirement shares from 
Invesco representing approximately 9.9 per cent. of Just Retirement's existing 
issued share capital. 
Under the irrevocable undertaking Invesco has committed to vote in favour of the 
resolutions relating to the Proposal at the Meetings. Together with the 
irrevocable undertakings already received from Langholm, the independent 
directors who hold Just Retirement shares and certain senior managers of Just 
Retirement, Avalon has now received irrevocable undertakings in respect of 
170,356,571 ordinary shares representing approximately 70 per cent. of the 
existing issued share capital of Just Retirement (excluding those shares held by 
Michael Fuller and the shares acquired from Invesco). 
The Invesco irrevocable undertaking will cease to be binding in the following 
circumstances: (i) a competing bidder announces a firm intention to make a 
general offer which in Invesco's reasonable opinion assures them of a cash price 
in excess of 76 pence per Just Retirement share, (ii) the terms of the Scheme 
include a cash price of less than 76 pence per Just Retirement share or if the 
other terms of the Scheme are, in Invesco's reasonable opinion, detrimental to 
them by comparison to other Just Retirement shareholders, (iii) the Scheme 
lapses or is withdrawn in accordance with its terms, or in the case of an Offer, 
the Offer lapses or is withdrawn, (iv) if the Scheme has not become effective by 
6.00 p.m. on the date falling 130 days after the publication of the Scheme 
Document, or (v) the date upon which Avalon announces it does not intend to 
proceed with the Proposal. 
All times referred to are London time. Defined terms are as defined in the Rule 
2.5  Announcement. 
 
 
7 October 2009 
For further information please contact: 
 
 
Credit Suisse 020 7888 8888 
Financial adviser to Avalon and Permira 
Zachary Brech 
Jim Rushton 
 
 
This announcement is not intended to, and does not, constitute or form part of 
any offer, invitation or the solicitation of an offer to purchase, otherwise 
acquire, subscribe for, sell or otherwise dispose of, any securities whether 
pursuant to this announcement or otherwise. 
The distribution of this announcement in jurisdictions outside the United 
Kingdom may be restricted by law and therefore persons into whose possession 
this announcement comes should inform themselves about, and observe, such 
restrictions. Any failure to comply with the restrictions may constitute a 
violation of the securities law of any such jurisdiction. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any 
class of "relevant securities" of Just Retirement, all "dealings" in any 
"relevant securities" of that company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 p.m. (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the scheme becomes effective (or if 
implemented by way of offer, the offer becomes, or is declared, unconditional as 
to acceptances), or otherwise lapses or is withdrawn or on which the "offer 
period" otherwise ends. If two or more persons act together pursuant to an 
agreement or understanding, whether formal or informal, to acquire an "interest" 
in "relevant securities" of Just Retirement, they will be deemed to be a single 
person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in 
"relevant securities" of Just Retirement by Just Retirement or Avalon, or by any 
of their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at 
http://www.thetakeoverpanel.org.uk/. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Takeover Code, which can also be 
found on the Panel's website. If you are in any doubt as to whether or not you 
are required to disclose a "dealing" under Rule 8, you should consult the Panel. 
"No Offer" Statement 
This announcement is not intended to, and does not, constitute or form part of 
any offer or invitation to purchase, otherwise acquire, subscribe for, sell or 
otherwise dispose of, any securities or the solicitation of any vote or approval 
in any jurisdiction pursuant to the Proposal or otherwise. The Proposal will be 
made solely through the Scheme Circular, which will contain the full terms and 
conditions of the Proposal, including details of how to vote in respect of the 
Proposal. Any acceptance or other response to the Proposal should be made only 
on the basis of the information in the Scheme Circular. 
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised 
and regulated by the FSA, is acting for Permira and Avalon and for no one else 
in connection with the matters referred to in this announcement and will not be 
responsible to anyone other than Permira and Avalon for providing the 
protections afforded to clients of Credit Suisse or for providing advice in 
relation to this matter, the content of this announcement or any matter referred 
to herein. Neither Credit Suisse nor any of its subsidiaries, branches or 
affiliates owes or accepts any duty, liability or responsibility whatsoever 
(whether direct or indirect, whether in contract, in tort, under statute or 
otherwise) to any person who is not a client of Credit Suisse in connection with 
this announcement, any statement contained herein or otherwise. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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