Posting of Scheme Document


 

TIDMJR. 
 
RNS Number : 5732A 
Just Retirement (Holdings) plc 
09 October 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF THAT JURISDICTION 
 
 
 
 
Recommended acquisition 
of Just Retirement (Holdings) plc 
by Avalon Acquisitions Limited, 
 a company 
formed by funds advised by Permira Advisers LLP 
 
 
Posting of Scheme Document 
 
On 25 September 2009, the board of Avalon Acquisitions Limited ("Avalon") and 
the Independent Directors of Just Retirement (Holdings) plc ("Just Retirement") 
announced that they had reached agreement on the terms of a recommended proposal 
for Avalon, a newly incorporated company owned by funds advised by Permira 
Advisers LLP ("Permira"), to acquire the entire issued and to be issued ordinary 
share capital of Just Retirement (the "Proposal"). 
 
 
Just Retirement is today posting a circular to Just Retirement shareholders (the 
"Scheme Document"), containing, amongst other things, the terms of the scheme of 
arrangement under Part 26 of the Companies Act 2006 by which the Proposal will 
be implemented (the "Scheme"), an explanatory statement pursuant to section 897 
of the Companies Act 2006, the details concerning the partial securities 
alternative which is being made available to Just Retirement shareholders as an 
alternative to the cash consideration to which they would otherwise be entitled 
under the Proposal, notices of the court meeting (the "Court Meeting") and 
general meeting (the "General Meeting") of Just Retirement shareholders, a 
timetable of principal events and details of the action to be taken by Just 
Retirement shareholders. 
 
 
As described in the Scheme Document, to become effective, the Scheme will 
require the passing of resolutions at the Court Meeting and the General Meeting. 
Both the Court Meeting and the General Meeting will be held at the offices of 
Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT on 4 November 2009, with 
the Court Meeting due to start at 4.30 p.m. (or as soon thereafter as the Annual 
General Meeting of Just Retirement to be held at the same place, on the same 
date, at 4.00 p.m., shall have concluded or adjourned). 
 
 
Timetable 
 
 
The following indicative timetable sets out the expected dates for the 
implementation of the Proposal. 
 
 
+---------------------------------------+---------------------------------------+ 
| Event                                 |                    Time and / or date | 
+---------------------------------------+---------------------------------------+ 
|                                       |                                       | 
+---------------------------------------+---------------------------------------+ 
| Voting Record Time for the Court      |          6:00 p.m. on 2 November 2009 | 
| Meeting and the General Meeting       |                                       | 
+---------------------------------------+---------------------------------------+ 
| Court Meeting                         |       4:30 p.m. on 4 November 2009(1) | 
+---------------------------------------+---------------------------------------+ 
| General Meeting                       |       4:35 p.m. on 4 November 2009(2) | 
+---------------------------------------+---------------------------------------+ 
|                                       |                                       | 
+---------------------------------------+---------------------------------------+ 
| The following dates are subject to    |                                       | 
| change(3)                             |                                       | 
+---------------------------------------+---------------------------------------+ 
| First Court Hearing (to sanction the  |        10:30 a.m. on 23 November 2009 | 
| Scheme)                               |                                       | 
+---------------------------------------+---------------------------------------+ 
| Last day of dealings in Just          |                      24 November 2009 | 
| Retirement Shares                     |                                       | 
+---------------------------------------+---------------------------------------+ 
| Scheme Record Time                    |         6:00 p.m. on 24 November 2009 | 
+---------------------------------------+---------------------------------------+ 
| Second Court Hearing (to confirm the  |        10:30 a.m. on 25 November 2009 | 
| Capital Reduction)                    |                                       | 
+---------------------------------------+---------------------------------------+ 
| Effective Date of the Scheme          |                      26 November 2009 | 
+---------------------------------------+---------------------------------------+ 
| Cancellation of trading on AIM of     |         8:00 a.m. on 26 November 2009 | 
| Just Retirement Shares                |                                       | 
+---------------------------------------+---------------------------------------+ 
| Latest date for dispatch of           |      14 days after the Effective Date | 
| cheques/settlement through Crest and  |                                       | 
| dispatch of Securities certificates   |                                       | 
+---------------------------------------+---------------------------------------+ 
(1) To commence at 4:30 p.m. or, if later, immediately after the conclusion or 
adjournment of the AGM. 
(2) To commence at 4:35 p.m. or, if later, immediately after the conclusion or 
adjournment of the Court Meeting. 
(3) These times and dates are indicative only and will depend on, among other 
things, whether and when the Conditions are satisfied or (where applicable) 
waived and the dates upon which the Court sanctions the Scheme and confirms the 
associated Capital Reduction. If the expected dates of the Court Hearings are 
changed, Just Retirement will give adequate notice of the changes by issuing an 
announcement through a Regulatory Information Service. 
 
 
The Scheme Document will be available for inspection at the offices of 
Macfarlanes LLP, at 20 Cursitor Street, London EC4A 1LT, during normal business 
hours on any business day up to and including the date on which the Scheme 
becomes fully operative in accordance with its terms. 
 
 
The Scheme Document will also be available on Just Retirement's website at 
www.justretirement.com/InvestorRelations/Home.aspx from 12.00 noon on 12 October 
2009. 
 
 
Terms defined in the Scheme Document shall have the same meaning in this 
announcement. 
 
 
Enquiries 
 
 
Just Retirement+44 (0)1737 233396 
Tom Cross Brown, Chairman 
Simon Thomas, Finance Director 
Shayne Deighton, Chief Actuary 
 
 
Deutsche Bank +44 (0)20 7545 8000 
Michael Lamb / Omar Faruqui 
James Agnew / Toby Clark (Corporate Broking) 
 
 
Citigate Dewe Rogerson +44 (0)20 7638 9571 
Michael Berkeley / Ged Brumby 
 
 
This announcement is not intended to and does not constitute, or form any part 
of, an offer to sell or an invitation to subscribe for or purchase 
any securities or the solicitation of any vote or approval in any jurisdiction 
pursuant to the Proposal or otherwise. The Proposal will be made solely through 
the Scheme Document, which contains the full terms and conditions of the 
Proposal (including details on how to vote in respect of the Proposal). Any 
response in relation to the Proposal should be made only on the basis of the 
information contained in the Scheme Document. 
 
 
Deutsche Bank AG is authorised under German Banking Law (competent authority: 
BaFin - Federal Financial Supervisory Authority) and authorised and subject to 
limited regulation by the FSA. Details about the extent of Deutsche Bank AG's 
authorisation and regulation by the FSA are available on request. Deutsche Bank 
AG, London Branch is acting as financial adviser and corporate broker to Just 
Retirement and no one else in connection with the contents of this announcement 
and will not be responsible to anyone other than Just Retirement for providing 
the protections afforded to the clients of Deutsche Bank AG nor for providing 
advice in relation to any matter referred to herein. 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any 
class of "relevant securities" of Just Retirement, all "dealings" in any 
"relevant securities" of that company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 p.m. (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the scheme becomes effective (or if 
implemented by way of offer, the offer becomes, or is declared, unconditional as 
to acceptances), or otherwise lapses or is withdrawn or on which the "offer 
period" otherwise ends. If two or more persons act together pursuant to an 
agreement or understanding, whether formal or informal, to acquire an "interest" 
in "relevant securities" of Just Retirement, they will be deemed to be a single 
person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in 
"relevant securities" of Just Retirement by Just Retirement or Avalon, or by any 
of their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at 
http://www.thetakeoverpanel.org.uk/. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Takeover Code, which can also be 
found on the Panel's website. If you are in any doubt as to whether or not you 
are required to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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