(JR-.L) Just Retirement (Holdings) PLC Buy/Sell

RNS Number : 9938B Just Retirement (Holdings) plc 05 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

Recommended acquisition of Just Retirement (Holdings) plc by Avalon Acquisitions Limited, a company formed by funds advised by Permira Advisers LLP

Results of the Court Meeting and General Meeting

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").

On 9 October 2009, Just Retirement announced the posting to Just Retirement shareholders of a circular (the "Scheme Document"), containing, amongst other things, notices of the court meeting (the "Court Meeting") and general meeting (the "General Meeting") of Just Retirement shareholders to be held on Wednesday 4 November 2009 to consider and, if thought fit, approve a scheme of arrangement under Part 26 of the Companies Act 2006 by which the Proposal would be implemented (the "Scheme") and to consider and, if thought fit, pass a special resolution to approve the Scheme (the "Special Resolution").

Just Retirement is pleased to announce that the Scheme was duly approved at the Court Meeting and that the Special Resolution was duly passed at the General Meeting held yesterday.

At the Court Meeting, the Scheme was approved by a majority in number of those Just Retirement shareholders present and voting in person or by proxy, representing over 75 per cent. in value of the Just Retirement shares held by such shareholders. Neither Avalon nor Michael Fuller voted at the Court Meeting in respect of the Just Retirement shares held by them respectively. As set out in the Scheme Document, the Independent Directors of Just Retirement consider that it is appropriate to treat Michael Fuller as a separate class of shareholder for the purposes of the Scheme. In accordance with the irrevocable undertaking which he has given to Avalon and Just Retirement, Michael Fuller has irrevocably consented to and approved the Scheme in writing in respect of all his Just Retirement shares, conditionally upon his constituting a separate class of shareholder for the purposes of the Scheme.

At the General Meeting, over 75 per cent. of the votes cast, either in person or by proxy, were cast in favour of the Special Resolution, which accordingly was passed.

Voting was by poll at both the Court Meeting and the General Meeting. The votes cast were as follows:

Court Meeting

Number of Just % of Just Retirement % of Just Retirement Number of Just % of Just Retirement
Retirement shares shares voted shares eligible to Retirement shareholders voting
voted vote at the Court shareholders
Meeting voting
For 187,012,114 99.99% 76.4% 53 94.6%
Against 7,020 0.01% 0.01% 3 5.4%

Note: Neither Avalon nor Michael Fuller voted at the Court Meeting in respect of the Just Retirement shares held by them respectively. For the purposes of the third column above, the Just Retirement shares held by Avalon and Michael Fuller are shares which are not eligible to vote at the Court Meeting.

General Meeting

Number of Just % of Just Retirement shares voted
Retirement shares
voted
For 260,896,459 99.99%
Against 3,020 0.01%
Vote Withheld 0 N/A

The following indicative timetable sets out the expected dates of the remaining principal events required for the implementation of the Proposal.

Event Time and / or date

The following dates are subject to change(1)
First Court Hearing (to sanction the 10:30 a.m. on 23
Scheme) November 2009
Last day of dealings in Just Retirement 24 November 2009

Shares
Scheme Record Time 6:00 p.m. on 24
November 2009
Second Court Hearing (to confirm the 10:30 a.m. on 25
Capital Reduction) November 2009
Effective Date of the Scheme 26 November 2009
Cancellation of trading on AIM of Just 8:00 a.m. on 26
Retirement Shares November 2009
Latest date for dispatch of 14 days after the
cheques/settlement through Crest and Effective Date

dispatch of Securities certificates

(1) 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.

A copy of this announcement will be available on Just Retirement's website at www.justretirement.com/InvestorRelations/Home.aspx from 12 noon on 6 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 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

ROMKZLFBKFBZFBQ