Merger Update

RNS Number : 5423G

Just Retirement Group PLC

23 November 2015

 

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 SUCH JURISDICTION

FOR IMMEDIATE RELEASE

23 November 2015

Just Retirement Group plc

Partnership Assurance Group  plc

Merger Update

Just Retirement Group plc ("Just Retirement") and Partnership Assurance Group plc ("Partnership Assurance") announce an update to the anticipated timetable for their recommended all-share merger (the "Proposed Merger") to create the JRP Group plc.

Background to current timetable

On 5 November 2015, Partnership Assurance posted its scheme document to its shareholders and convened a court meeting (the "Court Meeting") and a shareholder meeting (the "General Meeting") to vote on the Proposed Merger (both to be held on 26 November 2015).

Just Retirement subsequently announced that it was in the process of finalising its shareholder circular and that the Proposed Merger was still expected to complete around late December 2015.

Revised anticipated timetable for the Proposed Merger

In accordance with the Prudential Regulatory Authority's ("PRA") timetable for Solvency II Internal Model applications, Just Retirement confirms that a decision on its application is expected in the first half of December 2015.  Consequently, the Just Retirement Board has decided to post its shareholder circular once the PRA Internal Model approval process has concluded, so that Just Retirement shareholders are provided with the most up to date information in the shareholder circular ahead of voting on the Proposed Merger.

Accordingly, the Partnership Assurance Board considers it appropriate to seek an adjournment of the General Meeting and has obtained the permission of the Court to adjourn the Court Meeting accordingly.  It is proposed that the Court Meeting and General Meeting will be adjourned to 12.00 p.m. (in the case of the Court Meeting) and 12.15 p.m. (in the case of the General Meeting) on 5 January 2016, which is expected to follow the posting of the Just Retirement shareholder circular.

The revised timetable for the Just Retirement and Partnership Assurance shareholder and court meetings means that the Proposed Merger is now expected to complete in January 2016, subject to the satisfaction of the other conditions to the Proposed Merger (including approval by the PRA and the Financial Conduct Authority).

As previously announced, Just Retirement's Annual General Meeting will be held at noon today.

Enquiries:

Just Retirement

Investors:	Media:
James Pearce Group Director of Strategy & Investor Relations [phone]	Stephen Lowe Group Communications Director [phone]	Temple Bar Advisory Alex Child Villiers [phone] William Barker [phone]

Partnership Assurance

Investors:	Media:
Katherine Jones Director of Investor Relations [phone]	Jim Boyd Director of Corporate Affairs [phone]	Citigate Grant Ringshaw [phone] Shabnam Bashir [phone]

Important notices

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions.

Publication of this announcement

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Just Retirement's website at www.justretirementgroup.com and Partnership Assurance Assurance's website at www.partnership-group.com on, by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

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