Form 8.5 - JUST RETIREMENT GROUP PLC

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS

(OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

KEY INFORMATION

(a)

Name of exempt principal trader:

BARCLAYS CAPITAL SECURITIES LTD

(b)

Name of offeror/offeree in relation to whose

JUST RETIREMENT GROUP PLC

relevant securities this form relates:

(c)

Name of the party to the offer with which exempt

PARTNERSHIP ASSURANCE GROUP PLC

principal trader is connected

(d)

Date position held/dealing undertaken:

02 September 2015

(e)

In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer?

YES:

PARTNERSHIP ASSURANCE GROUP PLC

POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(a)

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:

ORD

Interests

Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

and/or controlled:

137,160

0.03%

48,555

0.01%

(2)

Cash-settled derivatives:

29,487

0.01%

117,102

0.02%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

0.00%

(4)

TOTAL:

166,647

0.03%

165,657

0.03%

(b)

Rights to subscribe for new securities (including directors and other executive options)

Class of relevant security in relation to which subscription right exists

Details, including nature of the rights

concerned and relevant percentages:

DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a)

Purchases and sales

Class of relevant

Purchase/sale

Total number of

Highest price per unit

Lowest price per unit

security

securities

paid/received

ORD

Purchase

813

1.8808 GBP

ORD

Sale

1,351

1.8849 GBP

1.8699 GBP

(b)

Cash-settled derivative transactions

Class of

Product

Nature of dealing

Number of

Price per

relevant

description

reference

unit

security

securities

ORD

SWAP

Long

181

1.8699 GBP

ORD

SWAP

Long

1,170

1.8849 GBP

ORD

CFD

Short

813

1.8807 GBP

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class

Product

Writing,

Number

Exercise

Type

Expiry

Option

description

purchasing,

price

date

money

relevant

selling,

securities

per unit

paid/

security

varying etc

to which

received

option

per unit

relates

(ii)

Exercising

Class of relevant

Product description

Exercising/ exercised against

Number of

Exercise price per

security

securities

unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant

Nature of Dealings

Details

Price per unit (if

security

applicable)

OTHER INFORMATION

(a)

Indemnity and other dealings arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

NONE

(b)

Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights of future acquisition or disposal of any relevant securities to which any derivative is referenced: