Form 8 (OPD) JRG

RNS Number : 6833V

Just Retirement Group PLC

11 August 2015

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Just Retirement Group plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Just Retirement Group plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	10 August 2015
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES If YES, specify which: Partnership Assurance Group plc (Offeree)

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary Shares of 10 pence each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0	Nil	0
(2) Cash-settled derivatives:	Nil	0	Nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	Nil
Details, including nature of the rights concerned and relevant percentages:

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Interest in Just Retirement Group plc's ordinary shares held by the directors of Just Retirement Group plc and their close relatives and related trusts Class of relevant securities: Ordinary shares of 10 pence each Name Number of Just Retirement shares held % Rodney Cook 2,708,944* 0.54 Simon Thomas 1,030,610* 0.21 Shayne Deighton 1,157,465* 0.23 Tom Cross Brown 655,054 0.13 Keith Nicholson 28,084 0.01 Kate Avery 44,444 0.01 Michael Deakin 20,000 0.00 Mrs B Thomas**     942*** 0.00 Total 5,645,543 1.13 * In each case, this includes 1,570 shares held in the Share Incentive Plan ("SIP") trust ** Mrs B Thomas is the wife of Simon Thomas *** Shares held in the SIP trust Options over Just Retirement Group plc shares held by the directors of Just Retirement Group plc and their close relatives and related trusts Class of relevant securities: Ordinary shares of 10 pence each Name Scheme Number of Just Retirement shares % Rodney Cook Long Term Incentive Plan ("LTIP") 1,304,693 0.26 Save As You Earn ("SAYE") 14,876 0.00 Deferred Share Bonus Plan ("DSBP") 128,595 0.03 Simon Thomas LTIP 576,628 0.12 SAYE 14,876 0.00 DSBP 72,788 0.01 Mrs B Thomas SAYE 4,462 0.00 Shayne Deighton LTIP 576,628 0.12 SAYE 24,793 0.00 DSBP 67,802 0.01 Interest in Just Retirement Group plc's ordinary shares held by other concert parties of Just Retirement Group plc Class of relevant securities: Ordinary shares of 10 pence each Name of concert party Number of Just Retirement shares held % Avallux S.á.r.l (100% owned by Permira IV Fund) 261,788,257 52.27

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing 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 party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None.

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None.

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	11 August 2015
Contact name:	Martin Smith
Telephone number:	01737233296

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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