Placing and Open Offer Announcement

RNS Number : 1934A

Just Retirement Group PLC

25 September 2015

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS (OTHER THAN PURSUANT TO THE BOOKBUILD REFERRED TO BELOW) SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN THE PROSPECTUS

JUST RETIREMENT GROUP PLC

("Just Retirement" or the "Company")

25 September 2015

Placing and Open Offer Announcement

Just Retirement today announces its intention to raise equity share capital by way of a fully underwritten placing and open offer (the "Placing and Open Offer").  Separately today, Partnership Assurance Group plc ("Partnership Assurance") has also announced an underwritten placing of 39,995,997 new Partnership Assurance Shares representing approximately 9.99 per cent. of Partnership Assurance's current issued ordinary share capital. It is intended that the two equity capital raisings will raise in aggregate net proceeds of approximately £150 million, which is consistent with the intention which was announced by Just Retirement in the announcement of its proposed merger with Partnership Assurance released on 11 August 2015 (the "Merger Announcement").

Highlights of the Placing and Open Offer

·             Equity share capital to be raised by Just Retirement through the fully underwritten Placing and Open Offer of New Ordinary Shares. The terms of the Placing and Open Offer are to be determined through an accelerated book-building process which will be launched immediately following this Announcement (the "Bookbuild").

·             The Placing and Open Offer is being undertaken in connection with the recommended all-share merger between Just Retirement and Partnership Assurance to create JRP Group plc (the "Merger"), which was announced on 11 August 2015.

·             Separately today, Partnership Assurance has also announced an underwritten placing of 39,995,997 new ordinary shares representing approximately 9.99 per cent. of its current issued ordinary share capital ("Partnership Assurance Placing").

·             It is intended that the two equity capital raisings (together, the "Capital Raise") will raise in aggregate net proceeds of approximately £150 million.

·             Avallux and Cinven intend to participate in the Placing and the Partnership Assurance Placing, respectively.

·             The net proceeds of the Capital Raise will allow the Combined Group to:

·             cover expected non-recurring integration costs of approximately £60 million and transaction costs of approximately £20 million;

·             provide further comfort over the transition to Solvency II; and

·             support future growth initiatives and product development.

·             The Open Offer is an opportunity for Qualifying Shareholders to apply for Open Offer Shares pro rata to their existing holdings of Existing Ordinary Shares held by them and registered in their name at the close of business on the Record Date.

·             Barclays Bank PLC ("Barclays") is acting as lead financial adviser to the Company and global coordinator in connection with the Placing and Open Offer and, together with Deutsche Bank AG, London Branch ("Deutsche Bank") and Nomura International plc ("Nomura"), is acting as joint bookrunner (together, the "Joint Bookrunners") in connection with the Placing and Open Offer.  Barclays is also acting as sponsor in connection with Admission. Fenchurch Advisory Partners LLP ("Fenchurch") is acting as financial adviser to the Company.

·             The Bookbuild will open with immediate effect.  The number of New Ordinary Shares to be issued under the Open Offer and to be conditionally placed (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) in the Placing, and the price at which such New Ordinary Shares are to be issued and sold in the Placing and the Open Offer (the "Offer Price"), will be agreed by the Joint Bookrunners and the Company at the close of the Bookbuild. 

·             The timings of closing of the Bookbuild, pricing and allocations are at the discretion of the Joint Bookrunners and the Company. Details of the Offer Price and the number of New Ordinary Shares to be issued will be announced as soon as practicable after the close of the Bookbuild.

·             The Placing and Open Offer is fully underwritten by the Joint Bookrunners and the Placing is subject to the terms and conditions set out in Appendix II to this Announcement.

·             The New Ordinary Shares to be issued pursuant to the Placing and Open Offer will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the New Ordinary Shares after their Admission.

·             By choosing to participate in the Placing and by making an oral and legally binding offer to acquire New Ordinary Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in Appendix II to this Announcement.

·             Subject to approval by the Financial Conduct Authority (the "FCA"), a prospectus setting out further details of the Placing and Open Offer (including certain risk factors and actions to be taken by Just Retirement Shareholders) is expected to be published by the Company on or about 28 September 2015 (the "Prospectus"). A copy of the Prospectus will be available following its approval by the FCA on the Company's website at:  www.justretirementgroup.com/investors.

·             This Announcement should be read in its entirety.  In particular, your attention is drawn to the "Important Notice" section of this Announcement, to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in Appendix II to this Announcement (which forms part of this Announcement).

Background to and reasons for the Placing and Open Offer

The Just Retirement Board announced in the Merger Announcement that it had agreed the terms of the Merger with Partnership Assurance to create JRP Group plc (together with each of its consolidated subsidiaries and subsidiary undertakings comprising the Just Retirement Group and the Partnership Assurance Group, the "Combined Group"). The Merger is to be effected by means of a court-sanctioned scheme of arrangement of Partnership Assurance under Part 26 of the Companies Act (the "Scheme").

As a result of the Merger, Just Retirement Shareholders are expected to own approximately 60 per cent. of the Combined Group and Partnership Assurance Shareholders are expected to own approximately 40 per cent. of the Combined Group. The acquisition is conditional upon, amongst other things, the approval of the Company's and Partnership Assurance Shareholders (by a simple majority of the votes cast in the case of Just Retirement and by a majority in number of Partnership Assurance Shareholders who vote and who together represent at least 75 per cent. of the votes cast in the case of Partnership Assurance).

The Just Retirement Board and the Partnership Assurance Board believe that the Merger will deliver significant strategic and financial benefits for the Combined Group:

Strategic benefits

·      Scale to grow in attractive segments. The Combined Group's larger capital base will enable a broader defined benefit proposition and enhance the Combined Group's perceived strength of covenant, opening up opportunities in the attractive defined benefit scheme de-risking segment.

·      Consumer champion. The Merger will strengthen the competitive position of the Combined Group in the UK retirement income market, expected to lead to improved customer outcomes compared to the products currently offered by larger incumbent insurers.

·      Accelerate new product launches. Combining the specialist management teams and expertise of Just Retirement and Partnership Assurance will also enhance the Combined Group's ability to develop and accelerate new product launches in the evolving retirement income market. This is of critical importance given the greater expectation of new products among customers following the freedom and choice introduced by the 2014 pension reforms.

·      Outstanding intellectual property. The combination of Just Retirement and Partnership Assurance's mortality datasets and underwriting expertise will facilitate improved risk selection and greater reserving accuracy, leading to better value solutions for customers across the entire product range.

·      More efficient distribution. In both the UK defined benefit de-risking segment and retirement income market, the streamlining of sales functions will lead to a more efficient distribution model for the Combined Group. Overseas expansion will be facilitated through combined international expertise.

Financial benefits

·      Synergy potential. The combination of the two businesses is expected to create the potential for significant synergies, supporting meaningful earnings per share (EPS) accretion for Just Retirement Shareholders and Partnership Assurance Shareholders on a fully phased basis (following the Capital Raise and excluding any non-recurring items). The Just Retirement Board expects the Merger to result in pre-tax cost savings of at least £40 million per annum. These synergies are expected to be implemented following completion of the Merger, with the full run-rate being achieved in 2018 (the third year following completion) and are expected to require one-off integration costs of £60 million over two years. Further information on expected synergies is set out in Appendix III to this Announcement and Appendix V to the Merger Announcement. The Directors also expect these synergies to have a positive impact on embedded value, new business margin, economic capital and Solvency II capital ratios over time.

·      High quality cash generation. The Combined Group will have stronger combined capacity for cash generation, supported by Partnership Assurance's more developed back book and improved operational efficiencies delivered from the combined operating platform, supporting growth and dividend capacity.

·      Enhanced capital position. The Combined Group's stronger capital position will be enhanced through the Capital Raise announced today of approximately £150 million in aggregate, providing the financial flexibility to pursue future growth initiatives and product development.

The Combined Group intends to use its combined intellectual property and greater scale to accelerate the existing strategies of Just Retirement and Partnership Assurance, allowing the business to sustain its position in the rapidly developing retirement income market, generating improved outcomes for customers and strong returns for investors:

·      The Combined Group will seek to build upon the progress made by Just Retirement and Partnership Assurance since 2013 in the defined benefit de-risking segment, capitalising on its enhanced size and financial strength to compete successfully for larger opportunities using an individually underwritten approach based on medical and/or lifestyle factors, as well as existing segments.

·      In the UK retirement income market, the Combined Group will seek to utilise its improved scale, efficiency and capital strength to continue providing customers with better value alternatives to products offered by larger incumbent insurers.

·      The Combined Group will look to strengthen its position in the broader retirement income space fundamentally affected by regulatory change, acting as a disruptor to the larger incumbent insurers whilst continually innovating and developing new products.

·      Finally, the Combined Group will build upon the foundations laid by both companies to offer their attractive products in new geographies.

Equity capital raisings and use of proceeds

The proceeds of the Capital Raise will allow the Combined Group to cover expected non-recurring integration and transaction costs, provide further comfort over the transition to Solvency II, and support further growth initiatives and product development. In addition, the structure of the Placing and Open Offer provides the opportunity for existing Qualifying Shareholders to participate through the Open Offer.

In line with Just Retirement's previously stated strategy, the Combined Group will explore, on an on-going basis, a range of balance sheet options (including accessing the debt capital markets) with a view to providing further financial strength and supporting additional future growth initiatives.

Whilst the formal change in control applications will be made to the Prudential Regulation Authority ("PRA") and the FCA in due course, pre-notification discussions have taken place with both the PRA and FCA with respect to the Merger and the capital position of the Combined Group.

In the event the Merger does not proceed, the Just Retirement Board will consider the best use of the net proceeds of the Placing and Open Offer, including accelerating the growth plans of the Just Retirement Group's business on a stand-alone basis and to provide further comfort over the transition to Solvency II.

Other details on the Merger

Conditions and timetable

·             The Merger is subject to the satisfaction or waiver of the CMA Pre-Condition set out in Appendix I to the Merger Announcement, the Conditions and the further terms set out in Appendix II to the Merger Announcement and to the full terms and conditions which will be set out in the Scheme Document, which include, inter alia (i) the Scheme becoming effective no later than the Long Stop Date; (ii) approval by the requisite majority of Just Retirement Shareholders at the Just Retirement General Meeting and (iii) regulatory clearances being received from the PRA, the FCA and (to the extent the CMA Pre-Condition is waived) the CMA, all as further described in Appendix II to the Merger Announcement.

·             In order to become Effective, the Scheme must be approved by a majority in number representing not less than 75 per cent. in value of Partnership Assurance Shareholders present and voting either in person or by proxy at the Court Meeting.

·             It is expected that the Scheme Document will be despatched to Partnership Assurance Shareholders in November 2015 provided the CMA Pre-Condition has been satisfied by that time (and the Scheme Document will be despatched in any event by 1 February 2016, unless Just Retirement and Partnership Assurance together agree a later date). The Scheme Document will include full details of the Scheme and contain notices of the Court Meeting and the Partnership Assurance General Meeting and the expected timetable.

·             The Just Retirement Shareholder Circular, containing details of the Merger and notice for the Just Retirement General Meeting, will be posted to Just Retirement Shareholders at the same time as the Scheme Document is posted to Partnership Assurance Shareholders, with the Just Retirement General Meeting being held at or around the same time as the Partnership Assurance Meetings.

·             The Scheme is expected to become Effective in December 2015, subject to the satisfaction or waiver of the CMA Pre-Condition set out in Appendix I to the Merger Announcement and the Conditions and certain further terms set out in Appendix II to the Merger Announcement.

·             Further details on the Merger are contained in the Merger Announcement dated 11 August 2015.

Irrevocable undertakings, Avallux participation in the Capital Raise and Directors' intentions

·             Both Avallux S.à r.l. ("Avallux"), which is wholly owned by certain funds that are advised by Permira Advisers LLP, which holds approximately 52.3 per cent. of Ordinary Shares, and certain Cinven funds (the "Cinven Funds", comprising of Fourth Cinven Fund (No.1) Limited Partnership, Fourth Cinven Fund (No.2) Limited Partnership, Fourth Cinven Fund (No.3 - VCOC) Limited Partnership, Fourth Cinven Fund (No.4) Limited Partnership, Fourth Cinven Fund FCPR, Fourth Cinven Fund (UBTI) Limited Partnership, Fourth Cinven Fund Co-Investment Partnership and Fourth Cinven (MACIF) Limited Partnership), which are managed by Cinven Limited ("Cinven"), which hold approximately 51.9 per cent. of Partnership Assurance Shares, are fully supportive of the Merger and have provided the irrevocable undertakings referred to below. 

·             Avallux has indicated a willingness to subscribe for £20 million in the Placing (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer). Avallux is a related party of the Company for the purposes of the Listing Rules by virtue of holding in excess of 10 per cent. of the Company's issued share capital. The entry into a placing letter by Avallux in respect of its placing commitment constitutes a smaller related party transaction for the purposes of 11.1.10R of the Listing Rules (and therefore the Company is not required to comply with the requirements of 11.1.7R of the Listing Rules).

·             Just Retirement and Partnership Assurance have received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Merger to be proposed at the Partnership Assurance General Meeting in respect of 224,454,091 Partnership Assurance Shares in aggregate, representing approximately 56.1 per cent. of the issued ordinary share capital of Partnership Assurance as at 24 September 2015.

·             Just Retirement and Partnership Assurance have received irrevocable undertakings to vote in favour of the resolutions relating to the Merger to be proposed at the Just Retirement General Meeting in respect of 267,428,148 Ordinary Shares in aggregate, representing approximately 53.4 per cent. of the issued ordinary share capital of Just Retirement as at 24 September 2015. In addition, Avallux will vote any New Ordinary Shares which it receives pursuant to the Placing in favour of the resolutions relating to the Merger to be proposed at the Just Retirement General Meeting.

·             Further details on the irrevocable undertakings are contained in Section 5 of the Merger Announcement dated 11 August 2015.

·             All Directors are supportive of the fundraising and all Directors who currently hold Ordinary Shares intend to participate either fully, or partially, in the Open Offer.  In addition, the Executive Directors will receive New Ordinary Shares purchased on their behalf under the terms of the Company's Deferred Share Bonus Plan with respect to the Company's Short Term Incentive Plan awards which accrued during the financial year ended 30 June 2015 (the "2015 Bonus Scheme"), which will further increase their investment in Just Retirement and the Combined Group.  The aggregate cash amount to be invested pursuant to the 2015 Bonus Scheme on behalf of the Executive Directors will be approximately £1.1 million.

·             The aggregate cash amount to be invested by, or on behalf of, Rodney Cook (the Chief Executive Officer of Just Retirement) in New Ordinary Shares through his participation in the Open Offer and the 2015 Bonus Scheme will be not less than £350,000.

Lock-up Agreement

·             On 11 August 2015, Avallux, Cinven and Barclays entered into a lock-up agreement (the "Lock-up Agreement") pursuant to which Avallux and Cinven each agreed that they will not, without Barclays' consent, dispose of any Ordinary Shares or, following the completion of the Merger, shares in JRP Group plc at any time during the lock-up period (subject to certain customary carve-outs).

·             The Lock-up Agreement is conditional upon and shall come into force upon the Effective Date, and the lock-up period continues until the later of (i) 30 calendar days following the Effective Date and (ii) 90 calendar days following Admission of the New Ordinary Shares issued pursuant to the Placing and Open Offer (provided that admission is not later than 30 days following the Effective Date).

Sell-down Agreement

On 11 August 2015, Avallux and Cinven entered into a sell down agreement (the "Sell-down Agreement") pursuant to which Avallux and Cinven each agreed that that they will not dispose of any Ordinary Shares without first offering each other the right to elect to participate in the proposed disposal at the same price and on the same terms and conditions, in the respective ratio 60:40. The Sell-down Agreement is conditional upon and shall come into force upon the Effective Date. The Sell-down Agreement terminates if either Avallux or Cinven cease to hold or control, in aggregate, five per cent. or more of the Ordinary Shares or votes able to be cast at general meetings of Just Retirement.

The Placing and Open Offer Agreement

The Company, the Joint Bookrunners and Barclays Capital Securities Limited ("BCSL") entered into a placing and open offer agreement (the "Placing and Open Offer Agreement") on the date of this Announcement. Pursuant to the Placing and Open Offer Agreement, the Joint Bookrunners have undertaken severally, and not jointly or jointly and severally, to use reasonable endeavours to procure Placees for the New Ordinary Shares, on the basis that the obligations of the Placees to subscribe for New Ordinary Shares shall be conditional upon the relevant New Ordinary Shares not being subscribed for by Qualifying Shareholders pursuant to the Open Offer. The Company has given certain representations, warranties and undertakings to the Banks and has given an indemnity to the Banks on customary terms.

The obligations of the Joint Bookrunners under the Placing and Open Offer Agreement are subject to customary conditions and the Joint Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive any of these conditions, with certain exceptions. In addition, the Joint Bookrunners have the right to terminate the Placing and Open Offer Agreement, exercisable in customary circumstances.

The Placing and Open Offer has been fully underwritten by the Joint Bookrunners subject to the conditions and termination rights set out in the Placing and Open Offer Agreement. Further details of the Placing and Open Offer Agreement can be found in the terms and conditions of the Placing contained in Appendix II to this Announcement.

Conditionality

The Placing and Open Offer are conditional, inter alia, upon:

(a)           Admission of the New Ordinary Shares issued pursuant to the Placing and Open Offer becoming effective by not later than 8.00 a.m. on 16 October 2015 (or such later time and/or date as the Joint Bookrunnners and the Company may agree in writing, being not later than 30 October 2015); and

(b)          the Placing and Open Offer Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms.

Accordingly, if any of these conditions are not satisfied or, if applicable, waived, the Placing and Open Offer will not proceed, any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without payment of interest, as soon as practicable thereafter.

Effect of the Placing and Open Offer

Upon completion of the Placing and Open Offer, Qualifying Shareholders who take up their full entitlements in respect of the Open Offer will suffer no dilution. However, Qualifying Shareholders who do not take up any of their entitlements in respect of the Open Offer will suffer a dilution to their existing interests in the Company.

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying Non-CREST Shareholders should also note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be credited to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. New Ordinary Shares not applied for under the Open Offer will not be sold in the market for the benefit of those who do not apply to take up their Open Offer Entitlements. Qualifying Shareholders who do not apply to take up New Ordinary Shares will have no rights under the Open Offer.

Final dividend

The New Ordinary Shares are expected to be issued on 16 October 2015, and will therefore carry an entitlement to participate in the 2015 final dividend of 2.2 pence per New Ordinary Share, payable on 7 December 2015.  The record date for the dividend is 13 November 2015.

Financial reconciliation

Just Retirement has undertaken an exercise to identify and quantify material differences between Partnership Assurance's accounting policies and the accounting policies applied by Just Retirement.  Just Retirement concluded that on a net basis there would not be a material impact on Partnership Assurance's reported profit before tax and net assets as a result of applying the accounting policies of Just Retirement for the years ended 31 December 2012, 31 December 2013 and 31 December 2014, and for the six months ended 30 June 2015.

Prospectus

Subject to approval by the FCA, the Prospectus is expected to be published by the Company on or about 28 September 2015. A copy of the Prospectus will be available following its approval by the FCA on the Company's website at:  www.justretirementgroup.com/investors.

This Announcement should be read in its entirety. In particular, your attention is drawn to the "Important Notice" section of this Announcement, to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in Appendix II to this Announcement (which forms part of this Announcement).

Expected timetable of principal events

Event	Time and Date
Record Date for entitlements under the Open Offer	6.00 p.m. on 24 September 2015
Announcement of the Placing and Open Offer	25 September 2015
Announcement of results of the Placing and terms of the Open Offer	25 September 2015
Publication of Prospectus and Application Forms (for Qualifying Non‑CREST Shareholders only)	28 September 2015
Ex-entitlement date for the Open Offer	28 September 2015
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	29 September 2015
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 9 October 2015
Latest recommended time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 12 October 2015
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 13 October 2015
Latest time and date for splitting Application Forms (to satisfy bona fide market claims)	3.00 p.m. on 13 October 2015
Results of the Placing and Open Offer announced through an RIS	14 October 2015
Admission and commencement of dealings in the New Ordinary Shares issued pursuant to the Placing and Open Offer	8.00 a.m. on 16 October 2015
CREST stock accounts expected to be credited for the New Ordinary Shares issued pursuant to the Placing and Open Offer in uncertificated form	8.00 a.m. on 16 October 2015
Share certificates for New Ordinary Shares issued pursuant to the Placing and Open Offer expected to be despatched	within five Business Days of Admission

For further information please contact:

Just Retirement

James Pearce (Investors)    [phone]

Stephen Lowe (Media)        [phone]

Barclays

Chris Madderson                 [phone]

Barry Meyers                        [phone]

Mike Lamb                            [phone]

Derek Shakespeare              [phone]

Deutsche Bank

Claire Brooksby                    [phone]

Lorcan O'Shea                      [phone]
Paul Huysmans                    [phone]

Nomura

Andrew Forrester                 [phone]

Nicholas Marren                  [phone]
Simon Aird                            [phone]

Fenchurch (Financial adviser to Just Retirement)

Malik Karim                           [phone]
Chris Deville                         [phone]

IMPORTANT NOTICE

This Announcement (including the Appendices) is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or acquire any securities, including New Ordinary Shares, in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.

This Announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The availability of the transactions described herein and the distribution of this Announcement in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, neither this Announcement (including the Appendices) nor any part of it is for distribution, directly or indirectly, in or into the United States. Neither this Announcement nor any part of it constitutes or forms a part of any offer to sell or issue or the solicitation of an offer to buy, subscribe for or acquire any securities in the United States, Canada, Australia, Japan or South Africa. The New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and, subject to certain exceptions, may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States.

Certain statements made in this Announcement (including the Appendices) are forward-looking statements. Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. Persons receiving this Announcement (including the Appendices) should not place undue reliance on forward-looking statements. Unless otherwise required by applicable law, regulation or accounting standard, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

No statement in this Announcement (including the Appendices) is intended to be a profit forecast and no statement in this Announcement (including the Appendices) should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Each of Barclays Bank PLC ("Barclays"), Barclays Capital Securities Limited ("BCSL") and Nomura International plc ("Nomura") are authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA. Deutsche Bank AG, London Branch ("Deutsche Bank") is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Each of Barclays, Deutsche Bank and Nomura (together, the "Joint Bookrunners" and together with BCSL, the "Banks" and each, a "Bank") are acting for the Company and for no one else in connection with the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing and Open Offer or any other matter referred to in this Announcement (including the Appendices).

Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays, Deutsche Bank, Nomura and BCSL by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Barclays, Deutsche Bank, Nomura and BCSL do not accept any responsibility whatsoever for, and make no representation or warranty, express or implied, as to or in respect of, the contents of this Announcement, including its accuracy, completeness or verification or regarding the legality of an investment in the New Ordinary Shares by a subscriber thereof under the laws applicable to such subscriber, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Placing and Open Offer or the Merger, and nothing in this Announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Barclays, Deutsche Bank, Nomura and BCSL accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of this Announcement or any such statement.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and regulated by the FCA in the United Kingdom, is acting for Just Retirement and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Just Retirement for providing the protections afforded to clients of Fenchurch, or for giving advice in connection with the matters referred to in this Announcement or any matter referred to herein.

The distribution of this Announcement (including the Appendices) and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Banks that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement (including the Appendices) comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Each person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire New Ordinary Shares has been given ("Placees") will be deemed to have read and understood this Announcement (including the Appendices), in its entirety and to be making such offer on the terms and conditions, and to be providing the representation, warranties, acknowledgements, and undertakings contained in the Appendices.

This announcement (including the Appendices) has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Banks or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement (including the Appendices) or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued pursuant to the Placing and Open Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

APPENDIX I
DEFINITIONS

"2015 Bonus Scheme"	an Executive Director share award scheme for the financial year ended 30 June 2015
"Admission"	admission of the New Ordinary Shares issued in connection with the Placing and Open Offer to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange becoming effective in accordance with, respectively, LR 3.2.7G of the Listing Rules and the Admission and Disclosure Standards published by the London Stock Exchange
"Application Form"	the personalised application form on the basis of which Qualifying Non-CREST Shareholders may apply for New Ordinary Shares under the Open Offer
"Announcement"	collectively this announcement, the "Important Notice" section, and Appendix I, Appendix II and Appendix III hereto
"Avallux"	Avallux S.à r.l., an entity wholly owned by limited partnerships and other entities which together constitute the Permira IV Fund
"Bank"	each of Barclays, BCSL, Deutsche Bank and Nomura and together the "Banks"
"Barclays"	Barclays Bank PLC, acting through its investment bank
"BCSL"	Barclays Capital Securities Limited
"Bookbuild"	an accelerated book-building process in connection with the Placing and Open Offer which will be launched immediately following this Announcement
"Business Day"	means any day, excluding a Saturday or Sunday, on which banks are generally open for business in the City of London
"Capital Raise"	the two equity capital raisings of Just Retirement and Partnership Assurance together
"Cinven"	Cinven Limited
"Cinven Funds"	Fourth Cinven Fund (No.1) Limited Partnership, Fourth Cinven Fund (No.2) Limited Partnership, Fourth Cinven Fund (No.3 - VCOC) Limited Partnership, Fourth Cinven Fund (No.4) Limited Partnership, Fourth Cinven Fund FCPR, Fourth Cinven Fund (UBTI) Limited Partnership, Fourth Cinven Fund Co-Investment Partnership and Fourth Cinven (MACIF) Limited Partnership
"CMA"	Competition and Markets Authority of the UK
"CMA Pre-Condition"	the pre-condition relating to the CMA granting clearance of the Merger in terms reasonably satisfactory to Just Retirement, either without making a Phase 2 CMA Reference or following a Phase 2 CMA Reference
"Combined Group"	following completion of the Merger, JRP Group plc and each of its consolidated subsidiaries and subsidiary undertakings comprising the Just Retirement Group and the Partnership Assurance Group
"Company" or "Just Retirement"	Just Retirement Group plc
"Companies Act"	the Companies Act 2006, as amended
"Conditional Placed Shares"	the New Ordinary Shares allocated to the Conditional Placees on the terms and subject to the conditions contained in Appendix II of this Announcement and any placing letter
"Conditional Placees"	the persons who have agreed to subscribe for the Conditional Placed Shares on the terms and subject to the conditions contained in the Placing and Open Offer Agreement
"Conditions"	the conditions of the Merger set out in the Scheme Document
"Court"	the High Court of Justice in England and Wales
"Court Meeting"	the meeting or meetings of the Scheme Shareholders as may be convened pursuant to an order of the Court under section 896 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment approved or imposed by the Court and agreed to by the Company and Partnership Assurance) including any adjournment, postponement or reconvention of any such meeting, notice of which shall be contained in the Scheme Document
"Deutsche Bank"	Deutsche Bank AG, London Branch
"Directors"	the directors of the Company
"Disclosure and Transparency Rules"	the disclosure and transparency rules of the FCA made for the purposes of part VI of the FSMA in relation to the disclosure of information by an issuer whose financial instruments are admitted to trading on a regulated market in the United Kingdom
"Effective"	in the context of the Merger: (i) if the Merger is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Merger is implemented by way of a Takeover Offer, the Takeover Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Code
"Effective Date"	the date on which: (a)           the Scheme becomes effective in accordance with its terms; or (b)           if Just Retirement elects to implement the Merger by way of a Takeover Offer, the date the Merger becomes or is declared unconditional in all respects
"Excluded Territories"	Australia, Canada, Japan, South Africa and the United States and any other jurisdiction where the extension or availability of the Placing and Open Offer would breach any applicable law or regulation, and "Excluded Territory" shall mean any of them
"Executive Directors"	the executive Directors
"Existing Ordinary Shares"	the 500,864,706 Ordinary Shares in issue as at the Record Date
"FCA"	the Financial Conduct Authority
"Fenchurch"	Fenchurch Advisory Partners LLP
"FSMA"	the Financial Services and Markets Act 2000, as amended
"Joint Bookrunners"	Barclays, Deutsche Bank and Nomura
"Just Retirement Board"	the board of Directors from time to time (or a duly appointed committee thereof)
"Just Retirement General Meeting"	the general meeting of the Company to be convened in connection with the Merger
"Just Retirement Group"	Just Retirement and each of its consolidated subsidiaries and subsidiary undertakings and prior to the reorganisation which took place on 15 November, Just Retirement (Holdings) Limited and each of its consolidated subsidiaries and subsidiary undertakings
"Just Retirement Shareholders"	holders of Ordinary Shares from time to time
"Just Retirement Shareholder Circular"	the circular to be sent by Just Retirement to Just Retirement Shareholders summarising the background to and reasons for the Merger which will include a notice convening the Just Retirement General Meeting
"Listing Rules"	the listing rules of the FCA relating to admission to the Official List made in accordance with section 73A(2) of the FSMA
"Lock-up Agreement"	the lock-up agreement dated 11 August 2015 between Barclays, Avallux and the Cinven Funds
"Long Stop Date"	30 April 2016 or such later date as Just Retirement and Partnership Assurance may agree, with the Panel's consent and the Court may approve (if such approval is required)
"Merger"	the recommended all-share merger between Just Retirement and Partnership Assurance to create JRP Group plc
"Merger Announcement"	the joint announcement made by Just Retirement and Partnership Assurance dated 11 August 2015 in relation to the Merger pursuant to Rule 2.7 of the Code
"New Ordinary Shares"	means the new Ordinary Shares to be allotted and issued by the Company pursuant to the Placing and Open Offer
"Nomura"	Nomura International plc
"Offer Price"	the price at which the New Ordinary Shares are to be issued in the Placing and Open Offer
"Official List"	the Official List maintained by the FCA
"Open Offer"	the conditional invitation to Qualifying Shareholders to apply for Open Offer Shares at the Offer Price on a pre-emptive basis
"Open Offer Entitlement"	the pro rata entitlement to subscribe for New Ordinary Shares allocated to a Qualifying Shareholder pursuant to the Open Offer
"Open Offer Shares"	the New Ordinary Shares offered to Qualifying Shareholders pursuant to the Open Offer
"Ordinary Shares"	the ordinary shares of 10 pence each in the share capital of the Company
"Panel"	the Panel on Takeovers and Mergers
"Partnership Assurance"	Partnership Assurance Group plc
"Partnership Assurance Board"	the board of directors of Partnership Assurance from time to time (or a duly appointed committee thereof)
"Partnership Assurance General Meeting"	the general meeting of Partnership Assurance Shareholders to be convened in connection with the Scheme to consider and if thought fit pass, inter alia, the special resolution to be proposed by Partnership Assurance at the Partnership Assurance General Meeting in connection with, amongst other things, the approval of the Scheme, the amendments of Partnership Assurance's articles of association and such other matters as may be necessary to implement the Scheme and the delisting of Partnership Assurance Shares, including any adjournment thereof
"Partnership Assurance Group"	Partnership Assurance and its subsidiary undertakings and associated undertakings and, where the context permits, each of them
"Partnership Assurance Meetings"	the Court Meeting and the Partnership Assurance General Meeting
"Partnership Assurance Placing"	Partnership Assurance's fully underwritten placing of up to 39,995,997 new Partnership Assurance Shares representing approximately 9.99 per cent. of Partnership Assurance's current issued ordinary share capital
"Partnership Assurance Shareholders"	holders of Partnership Assurance Shares from time to time
"Partnership Assurance Shares"	the ordinary shares with a nominal value of 10 pence each in the share capital of Partnership Assurance
"Phase 2 CMA Reference"	a reference by the CMA to its chair for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013
"Placees"	the persons outside the United States who conditionally agree to subscribe for New Ordinary Shares in the Placing not taken up under the Open Offer by Qualifying Shareholders
"Placing"	the placing by the Company of the Conditional Placed Shares on the terms and subject to the conditions contained in the Placing and Open Offer Agreement
"Placing and Open Offer Agreement"	a placing and open offer agreement entered into by Company, the Joint Bookrunners and BCSL on the date of this Announcement
"Placing Letter"	a letter to be completed and signed by Placees in connection with the Placing
"Placing and Open Offer"	means the Placing and the Open Offer collectively
"PRA"	Prudential Regulation Authority
"Prospectus"	the prospectus issued in connection with the Merger and the Placing and Open Offer
"Prospectus Directive"	Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and any relevant implementing measure in each Relevant Member State
"Prospectus Rules"	the prospectus rules of the FCA made for the purposes of Part VI of the FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market and brought into effect on 1 July 2005 pursuant to Commission Regulation (EC) No.809/2004
"Provisional Placing Participation"	the provisional placing participation as set out in the Placing Letters entered into with Placees
"Qualified Investors"	persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive
"Qualifying CREST Shareholders"	Qualifying Shareholders whose Existing Ordinary Shares are in uncertificated form
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders whose Existing Ordinary Shares are in certificated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company on the Record Date who are not person who are located in the United States, have registered addresses in the United States or are holding Ordinary Shares on behalf of, or for the account or benefit of, persons within the United States
"Record Date"	6.00 p.m. on 24 September 2015
"Regulation S"	Regulation S under the Securities Act
"Relevant Member State"	a member state of the European Economic Area which has implemented the Prospectus Directive
"RIS"	Regulatory Information Service
"Scheme"	the proposed scheme of arrangement under Part 26 of the Companies Act 2006 between Partnership Assurance and Partnership Assurance Shareholders to implement the Merger
"Scheme Document"	the document to be dispatched to Partnership Assurance Shareholders setting out the terms and conditions of the Merger including the particulars required by section 897 of the Companies Act 2006
"Scheme Record Time"	the time and date specified in the Scheme Document as the record time for the Scheme
"Scheme Shareholders"	holders of Scheme Shares
"Scheme Shares"	•               Partnership Assurance Shares in issue at the date of the Scheme Document; •               any Partnership Assurance Shares issued after the date of the Scheme Document and prior to the Voting Record Time; and •               any Partnership Assurance Shares issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case, save for any Partnership Assurance Shares legally or beneficially held by any member of the Just Retirement Group
"Securities Act"	United States Securities Act of 1933, as amended
"Sell-down Agreement"	the sell-down agreement dated 11 August 2015 between Avallux and the Cinven Funds
"Solvency II"	the Solvency II Directive and any additional measures adopted to give effect to the Solvency II Directive (for the avoidance of doubt, whether implemented by way of a regulation, a directive or otherwise)
"Takeover Offer"	should the Merger be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the takeover offer to be made by or on behalf of Just Retirement to acquire the entire issued and to be issued share capital of Partnership Assurance and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
"United States"	the United States (including its territories and possessions, any State of the United States and District of Columbia)
"Voting Record Time"	6.00 p.m. (London time) on the day prior to the day immediately before the Court Meeting or any adjournment thereof (as the case may be)

APPENDIX II

TERMS AND CONDITIONS OF THE PLACING

THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE APPENDICES AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND (1) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC AS AMENDED (INCLUDING BY DIRECTIVE 2010/73/EC) AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE") AND (2) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR FALL WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE APPENDICES AND THE TERMS AND CONDITIONS SET OUT HEREIN (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE APPENDICES AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

PERSONS DISTRIBUTING THESE APPENDICES (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS APPENDIX (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN JUST RETIREMENT GROUP PLC.

THIS ANNOUNCEMENT AND THE APPENDICES DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THERE IS NO PUBLIC OFFERING OF SECURITIES OF JUST RETIREMENT GROUP PLC IN THE UNITED STATES. THE ORDINARY SHARES OF JUST RETIREMENT GROUP PLC HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF NEW ORDINARY SHARES.

Capitalised terms used in this Appendix II and not otherwise defined herein shall have the same meaning as given to them in this Announcement.

Terms of the Placing

By participating in the Placing each Placee (and any person acting on such Placee's behalf) will (i) be deemed to have read and understood this Announcement (including this Appendix II) in its entirety (the "Announcement"), the press announcement released by the Company on 11 August 2015 containing details of the Merger (the "Merger Announcement"), the press announcement released by the Company on 17 September 2015 containing, inter alia, the audited consolidated financial statements for the Just Retirement Group for the year ended 30 June 2015 (the "Results Announcement"), the placing proof expected to be dated 25 September 2015 of a prospectus prepared in accordance with the Prospectus Rules relating to the Company, the Merger, the Placing and Open Offer and the New Ordinary Shares (the "Placing Proof") and made available to Placees and the pricing information expected to be published in a placing results announcement on or about 25 September 2015 (the "Pricing Information") and made available to Placees, in their entirety (together, the "Placing Documents"), and (ii) to be participating, and making an offer and acquiring New Ordinary Shares on the terms and conditions and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings, contained in this Appendix II, the Placing Proof, the Pricing Information and the Placing Letter.

In particular each such Placee (and any person acting on such Placee's behalf) represents, warrants and acknowledges that:

1.            it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business;

2.            in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each a "Relevant Member State") who acquires any New Ordinary Shares pursuant to the Placing:

(a)           it is a Qualified Investor; and

(b)           in the case of any New Ordinary Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:

(i)           the New Ordinary Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of the Banks has been given to the offer or resale; or

(ii)          where New Ordinary Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those New Ordinary Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

3.            it is acquiring the New Ordinary Shares for its own account or is acquiring the New Ordinary Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Appendix II, and that it (and any such account) is outside the United States, or it is a dealer or other professional fiduciary in the United States holding an account on a discretionary basis for non-US beneficial owners (other than an estate or trust), in reliance on Regulation S under the Securities Act and is acquiring the New Ordinary Shares in an "offshore transaction" as defined in Regulation S.

The distribution of this Announcement (including this Appendix II) and the Placing or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Banks or any of their respective affiliates that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement (including this Appendix II) or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement (including this Appendix II) comes are required by the Company and the Banks to inform themselves about and to observe any such restrictions.

In this Appendix II, unless the context otherwise requires, "Placee" means a person (including individuals, funds or others) by whom or on whose behalf a commitment to acquire New Ordinary Shares has been given pursuant to the Placing.

Prospectus

The full terms and conditions of the Placing and Open Offer will be contained in the Prospectus which is expected to be published by the Company on or about 28 September 2015 following approval by the FCA in accordance with the Prospectus Rules and, in respect of Qualifying Shareholders who hold their Existing Ordinary Shares in certified form, in the Application Form.

Details of the Placing and the New Ordinary Shares

The Company, the Joint Bookrunners and BCSL have entered into the Placing and Open Offer Agreement on the date of this Announcement. Pursuant to the Placing and Open Offer Agreement, the Joint Bookrunners have undertaken severally (and not jointly or jointly and severally), to use reasonable endeavours as agents of the Company to procure Placees for the New Ordinary Shares, on the basis that the obligations of the Placees to subscribe for New Ordinary Shares shall be conditional upon the relevant New Ordinary Shares not being subscribed for by Qualifying Shareholders pursuant to the Open Offer. The Company has given certain representations, warranties and undertakings to the Banks and has given an indemnity to the Banks on customary terms.

The commitments of the Placees procured by the Joint Bookrunners are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing ", any New Ordinary Shares which are not applied for in respect of the Open Offer will be issued to Placees procured by the Joint Bookrunners.

Each of the Joint Bookrunners has severally (and not jointly or jointly and severally) agreed with the Company, to the extent that Placees are not procured for New Ordinary Shares which are not validly taken up by Qualifying Shareholders under the Open Offer, or in the event of any default by any Placee in paying in respect of any New Ordinary Shares allocated to it, to take up such New Ordinary Shares in each case in their agreed proportions as set out in the Placing and Open Offer Agreement.

The New Ordinary Shares to be issued pursuant to the Placing and Open Offer will when issued and fully paid rank pari passu in all respects with the Existing Ordinary Shares and will be free from all liens, charges, encumbrances and equitable interests.

Application for admission to listing and trading

Application will be made to the FCA for admission of the New Ordinary Shares to the premium listing segment of the official list maintained by the FCA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the New Ordinary Shares on the London Stock Exchange's main market for listed securities (together, "Admission").

It is expected that Admission will become effective at 8.00 a.m. on 16 October 2015 and that dealings in the New Ordinary Shares on the London Stock Exchange's main market for listed securities will commence at the same time.

Bookbuild

The Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix II gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and Principal Terms of, the Placing

1.            Barclays, Deutsche Bank and Nomura are arranging the Placing each as Joint Bookrunners and agents of the Company. BCSL is arranging the Placing in its capacity as settlement bank and agent of the Company.

2.            Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners.

3.            The Bookbuild, if successful, will establish a single price payable in respect of the New Ordinary Shares (the "Offer Price") to the Joint Bookrunners by all Placees whose bids are successful. The Offer Price and the number of New Ordinary Shares to be issued under the Open Offer and to be conditionally placed (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild and any discount to the market price of the Ordinary Shares will be determined within the limits specified by the Listing Rules, as published pursuant to Part 6 of FSMA. The Offer Price and the number of New Ordinary Shares to be issued pursuant to the Placing and Open Offer will be set out in the Pricing Information published through an RIS following the completion of the Bookbuild.

4.            By participating in the Bookbuild and the Placing, prospective Placees will be deemed to have read and understood this Announcement (including Appendix II) and the other Placing Documents in their entirety and to be participating and making an offer for and acquiring New Ordinary Shares on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgments, agreements and undertakings contained in this Appendix II, the Placing Letter, the Placing Proof and the Pricing Information.

5.            To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales or equity capital markets contact at the Joint Bookrunners. Each bid should state the number of New Ordinary Shares which the prospective Placee wishes to acquire either at the Offer Price, which is ultimately established by the Company and the Joint Bookrunners, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 11 below. Each of the Joint Bookrunners reserves the right not to accept bids or accept bids in part, rather than in whole. Each of the Joint Bookrunners is arranging the Placing severally (and not jointly, or jointly and severally), as agent of the Company.

6.            A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix II), the Placing Letter, the Placing Proof and the Pricing Information, and will be legally binding on the prospective Placee on behalf of which it is made and, except with the relevant Joint Bookrunners' consent, will not be capable of variation or revocation after the time at which it is submitted.

7.           Each prospective Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, as an agent of the Company to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Offer Price and the number of New Ordinary Shares such prospective Placee has agreed to acquire and the Company has agreed to allot and issue to that prospective Placee (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) on the basis explained below under "Placing Procedure" and in the Placing Letter. Each prospective Placee's obligation will be owed to the Company and to the relevant Joint Bookrunner.

8.            The Bookbuild is expected to close by no later than 5.00 p.m. (London time) on 25 September 2015 but may be closed earlier or later at the discretion of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

9.            Each prospective Placee's allocation will be agreed between the Joint Bookrunners and the Company and will be confirmed to prospective Placee's orally by the relevant Joint Bookrunner, as agent of the Company, following the close of the Bookbuild and the Placing Letter will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral confirmation to such prospective Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the relevant Joint Bookrunner and the Company to acquire the number of New Ordinary Shares allocated to it (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) and to pay the relevant price on the terms and conditions of this Appendix II, the Placing Letter, the Placing Proof and the Pricing Information and in accordance with the Company's memorandum and articles of association.

10.          Each Placee will confirm such irrevocable and legally binding commitment by completing, signing and returning the form of acceptance contained in the Placing Letter in accordance with the instructions therein, and should a Placee fail to do so, the Joint Bookrunners will retain the right to cancel their allocation or terminate such irrevocable and legally binding commitment.

11.          The Joint Bookrunners may choose to accept offers, either in whole or in part, on the basis of allocations determined (in agreement with the Company) and may scale down any offers for this purpose on such basis as they and the Company may determine. The Joint Bookrunners may also, notwithstanding paragraphs 5 and 8 above, subject to the prior consent of the Company: (i) allocate New Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate New Ordinary Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of such offers shall be at the absolute discretion of the Joint Bookrunner and the Company. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

12.          Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all New Ordinary Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement" and in the Placing Letter.

13.          All obligations under the Bookbuild and the Placing will be subject to fulfilment, or where applicable, waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to under "Termination of the Placing".

14.          By participating in the Bookbuild, each prospective Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the prospective Placee. 

15.          To the fullest extent permissible by law, none of the Banks nor any of their respective affiliates or agents shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners nor any of their respective affiliates or agents shall have any responsibility or liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

16.          It is anticipated that the Bookbuild will be conducted with co-ordination between both the Company's and Partnership Assurance's syndicate banks pursuant to which the two syndicates will share high level non investor specific feedback although, for the avoidance of doubt, the respective syndicates will not exchange any information regarding individual orders and prices in their respective books.

Conditions of the Placing

The Placing is conditional upon the Placing and Open Offer Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Banks under the Placing and Open Offer Agreement are, and the Placing is, conditional on, amongst other things:

(a)           the announcement containing the Pricing Information being published through an RIS by 5.00 p.m. today (or such later time and/or date as the Company and the Joint Bookrunners may agree in writing);

(b)          the compliance by the Company with its obligations under the Placing and Open Offer Agreement, in so far as the same are required to be performed or satisfied on or prior to Admission other than, in any case, where failure to comply with such obligations, in the good faith opinion of the Joint Bookrunners (acting jointly), is not material in the context of the underwriting of the Open Offer Shares, the Placing and Open Offer or Admission;

(c)           the Prospectus having been filed, published and made available in the manner specified in the Prospectus Rules, or in such other manner as the Banks may approve by no later than 7.00 p.m. on 28 September 2015 (or such later time and/or date as the Joint Bookrunners may agree with the Company);

(d)          the warranties and the undertakings on the part of the Company in the Placing and Open Offer Agreement being true and accurate and not misleading in any respect on the date of the Placing and Open Offer Agreement, on the date of the Prospectus, each time a supplementary prospectus is issued, at the time of entry into the Placing Letter and immediately before Admission in each case, as though they had been given and made at such time by reference to the facts and circumstances then subsisting other than, in any case, (i) where the effect of such warranties ceasing to be true, accurate and not misleading, in the good faith opinion of the Joint Bookrunners (acting jointly), is not material in the context of the underwriting of the Open Offer Shares, the Placing and Open Offer or Admission, and/or (ii) where failure to comply with such undertakings, in the good faith opinion of the Joint Bookrunners (acting jointly), is not material in the context of the underwriting of the Open Offer Shares, the Placing and Open Offer or Admission; and

(e)           Admission occurring by no later than 8.00 a.m. on 16 October 2015 (or such later time or date as the Company and the Joint Bookrunners may agree in writing), being not later than 30 October 2015.

If any of the conditions set out in the Placing and Open Offer Agreement are not fulfilled or, where permitted, waived by each Joint Bookrunner by the time and date specified or referred to therein (or such later time and/or date as the Company and the Joint Bookrunners may agree in writing), the obligations of the parties under the Placing and Open Offer Agreement shall cease and terminate provided that where practicable the Joint Bookrunners (acting jointly, reasonably and in good faith) have consulted with the Company prior to doing so. Any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Joint Bookrunners may, at their discretion and upon such terms as they think fit, waive fulfilment of certain of the conditions in the Placing and Open Offer Agreement or extend the time provided for fulfilment of certain conditions in respect of all or any part of the performance thereof, save that certain conditions may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix II.

None of the Banks nor any of their affiliates, nor the Company shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally.

Termination of the Placing

At any time prior to Admission, the Joint Bookrunners, acting jointly and on behalf of the Banks, may, by notice to the Company, terminate the Placing and Open Offer Agreement if one or more of the following events occur:

(a)           the Joint Bookrunners become aware that the Company has breached any of its obligations under the Placing and Open Offer Agreement other than, in any case, where failure to comply with such obligations, in the good faith opinion of the Joint Bookrunners (acting jointly), is not material in the context of the underwriting of the Open Offer Shares, the Placing and Open Offer or Admission; or

(b)          the Joint Bookrunners become aware that any of the warranties on the part of the Company in the Placing and Open Offer Agreement is, or if repeated at any time prior to Admission (by reference to the facts then existing) would be, untrue, inaccurate or misleading other than, in any case, where the effect of such warranties ceasing to be true, accurate and not misleading, in the good faith opinion of the Joint Bookrunners (acting jointly), is not material in the context of the underwriting of the Open Offer Shares, the Placing and Open Offer or Admission; or

(c)           written notice being given by them at any time, and with immediate effect, to the Company if any Condition has not been satisfied or waived by the time and date it is required to have been satisfied or waived (if capable of waiver), or has become incapable of being satisfied and has not been waived; or

(d)          in the good faith opinion of the Joint Bookrunners (acting jointly) there shall have been any material adverse change in, or any development reasonably likely to involve a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise), earnings, liquidity, business, management, properties, assets, share capital, rights, operations or prospects of the Company, the Group or the Combined Group whether or not arising in the ordinary course of business since the date of this Announcement (whether or not foreseeable at the date of this Announcement); or

(e)           in the good faith opinion of the Joint Bookrunners (acting jointly), there has occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the London Stock Exchange, EEA regulated markets, NASDAQ or the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company's securities on the London Stock Exchange; (iii) a general moratorium on commercial banking activities in London, any EEA member state or New York declared by the relevant authorities, or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom, any EEA member state or the United States; (iv) the outbreak or escalation of hostilities or an act of terrorism involving the United Kingdom, any EEA member state or the United States or the declaration by the United Kingdom, any EEA member state or the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions or currency exchange rates or controls in the United Kingdom, any EEA member state or the United States or elsewhere, if the effect of any such event specified herein in the judgement of the Joint Bookrunners (acting jointly and in good faith) makes it impracticable or inadvisable to proceed with Admission and/or the Placing and Open Offer and/or the distribution of the Open Offer Shares thereunder or will be to prejudice dealings in the Ordinary Shares in the secondary market; or

(f)           it shall come to the notice of the Joint Bookrunners that a matter referred to in section 87G of the FSMA has occurred between the publication of the Prospectus and Admission that in the good faith opinion of the Joint Bookrunners (acting jointly) would make it impracticable or inadvisable to market the Open Offer Shares or to proceed with Admission or the Placing and Open Offer; or

(g)           it shall come to the notice of the Joint Bookrunners that any statement contained in the Prospectus is or has become untrue or incorrect in any material respect, or misleading in any respect, or any matter has arisen, which would, if the Placing and Open Offer was made at that time, constitute a material omission from the Prospectus and which, in any such case, the Joint Bookrunners consider (acting jointly, reasonably and in good faith) to be adverse and material in the context of the Placing and Open Offer or Admission.

Where practicable the Joint Bookrunners (acting reasonably and in good faith) will consult with the Company prior to giving any such notice of termination.

Upon such termination, the parties to the Placing and Open Offer Agreement shall be released and discharged (except for any rights or obligations of any party under the Placing and Open Offer Agreement accrued prior to termination) from their respective obligations under or pursuant to the Placing and Open Offer Agreement, subject to certain exceptions. Further, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

By participating in the Placing, Placees agree that the exercise by any Joint Bookrunner of any right of termination or any right or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of that Joint Bookrunner and that it need not make any reference to such Placees in this regard and that, to the fullest extent permitted by law, the Joint Bookrunners shall have no responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise or failure to exercise.

Withdrawal rights

Placees will be deemed to acknowledge that their respective agreement so to subscribe for the number of New Ordinary Shares comprised in their Final Placing Participations is not by way of acceptance of a public offer made or to be made in the Prospectus but is by way of a collateral contract and, accordingly, section 87Q of FSMA does not entitle Placees to withdraw your acceptance in the event that the Company publishes a supplementary prospectus in connection with the Placing and Open Offer and/or Admission. Without prejudice to such acknowledgement, if Placees are so entitled to withdraw, by accepting the offer of their respective Final Placing Participations contained in the Placing Letter, they will irrevocably agree (if applicable) in the Placing Letter not to exercise any such rights and to confirm their acceptance of the offer on the same terms immediately after any such right to withdraw arises.

Clear market

The Company has undertaken to the Banks that from the date of the Placing and Open Offer Agreement to the date falling 180 days from the receipt by the Company of the net proceeds of the Placing, neither it nor any of its subsidiaries or other affiliates over which it exercises management or voting control, nor any person acting on its or their behalf will, without the prior written consent of the Joint Bookrunners, directly or indirectly, issue, offer, sell, contract to sell, pledge or otherwise dispose of (or publicly announce any such issuance, offer, sale or disposal of) any shares in the Company or securities convertible or exchangeable into or exercisable for shares in the Company or warrants or other rights to purchase shares in the Company or any security or financial product whose value is determined directly or indirectly by reference to the price of the underlying securities, including equity swaps, forward sales and options, except: (i) the issue of the Open Offer Shares pursuant to the Placing and Open Offer; (ii) issuances of shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date of the Placing and Open Offer Agreement and disclosed in any document published or made available pursuant to its obligations under the Disclosure and Transparency Rules, the Listing Rules or the Prospectus Rules; (iii) the issue of consideration shares in connection with the Merger; and (iv) the issue of shares pursuant to any capital raising required by the PRA.

Offset

If a Placee is entitled to participate in the Open Offer by virtue of being a Qualifying Shareholder it will be able to apply to subscribe for New Ordinary Shares under the terms and conditions of the Open Offer.

In circumstances where the Placee validly takes up and pays for New Ordinary Shares under the Open Offer to which it is entitled as a Qualifying Shareholder it may request that its Provisional Placing Participation be reduced by up to the number of New Ordinary Shares validly taken up and paid for under the Open Offer (up to a maximum of the number of New Ordinary Shares in its Open Offer Entitlement), provided always that the Joint Bookrunners are satisfied that the Placee has validly taken up and paid for the New Ordinary Shares under the Open Offer. Further details of Placees' rights to request off-set in this way is set out in the Placing Letter.

Placing procedure

Following the closing of the Bookbuild, each Placee conditionally allocated New Ordinary Shares in the Placing will be sent the Placing Letter confirming the contract concluded upon acceptance by the Joint Bookrunners of such Placee's earlier oral commitment to subscribe for New Ordinary Shares and also confirming the number of New Ordinary Shares conditionally allocated to it (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) at the Offer Price, the aggregate amount owed by such Placee to the Joint Bookrunner and settlement instructions.

The commitments of Placees to acquire the New Ordinary Shares pursuant to the Placing are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Joint Bookrunners have discretion with regard to the manner and extent of any scaling back of a Placee's conditional allocation, and such scaling back may not be pro rata to conditional allocations.

The Joint Bookrunners will notify Placees if any of the dates in this Announcement should change, including as a result of delay in the posting of the Prospectus, the Application Forms or the crediting of the Open Offer Entitlements in CREST or the production of a supplementary prospectus or otherwise.

Registration and Settlement

Upon closing of the Open Offer (and following clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer), the Joint Bookrunners will confirm the final allocations of New Ordinary Shares to be issued to Placees (each, a "Final Placing Participation") pursuant to the Placing orally or in writing to Placees and will issue a contract note or trade confirmation in respect of such Final Placing Participations. The contract note or trade confirmation will include the payment and settlement procedures to be followed by Placees in connection with their subscriptions for the New Ordinary Shares comprised in their Final Placing Participations.

Settlement of transactions in the New Ordinary Shares (ISIN: GB00BCRX1J15) following Admission will take place within the CREST system. Subject to certain exceptions, the Banks and the Company reserve the right to require settlement of, and delivery of, the New Ordinary Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

If a Placee is allocated any New Ordinary Shares in the Placing it will be sent a contract note or trade confirmation which will confirm the number of New Ordinary Shares to be allocated to it at the Offer Price and the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Joint Bookrunner.  Payment in full for any New Ordinary Shares so allocated at the Offer Price must be made by no later than 8.00 a.m. on 16 October 2015.  Settlement of transactions in the New Ordinary Shares following Admission will take place within the CREST system.

It is expected that settlement will be on 16 October 2015 on a T+2 basis. Settlement will be on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation. In the event of any difficulties or delays in the admission of the New Ordinary Shares to CREST or the use of CREST in relation to the Placing, the Company and the Banks may agree that the New Ordinary Shares should be issued in certificated form. The Banks reserve the right to require settlement for the New Ordinary Shares, and to deliver the New Ordinary Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above prevailing LIBOR as determined by the Joint Bookrunners.

Each Placee is deemed to agree that if it does not comply with its obligations, the relevant Joint Bookrunner may sell any or all of the New Ordinary Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for their own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such New Ordinary Shares on such Placee's behalf. By communicating a bid for New Ordinary Shares, each Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully take in pursuance of such sale.

If New Ordinary Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the contract note or trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as New Ordinary Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such New Ordinary Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (together with any interest or penalties) is payable in respect of the issue of the New Ordinary Shares, none of the Banks nor the Company nor any of their affiliates shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes and agrees (as the case may be) with each Bank and the Company as a fundamental term of their application that:

1.            it has read and understood the Placing Documents in their entirety and any other information necessary to make an investment decision in relation to the New Ordinary Shares and that its acquisition of the New Ordinary Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained in this Appendix II, the Placing Letter, the Placing Proof and the Pricing Information and undertakes not to redistribute or duplicate any Placing Document;

2.            it irrevocably agrees to subscribe for, and purchase the number of, New Ordinary Shares comprised in its Final Placing Participation at the Offer Price and on the terms set out in the Placing Documents, that it has funds available to do so, and that it will pay for your Final Placing Participation in full;

3.            none of the Banks nor the Company nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the New Ordinary Shares or the Company or any other person other than the Placing Documents, which are exclusively the responsibility of the Company, nor has it requested any of the Banks, the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

4.            the Company's Ordinary Shares are listed on the premium listing segment of the Official List of the FCA, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

5.            it has received and read a copy of the Placing Documents and all such other information as it deems necessary to make an investment decision in relation to the New Ordinary Shares;

6.            (i) it has made its own assessment of the Company, the New Ordinary Shares and the terms of the Placing based on its own investigation of the business, financial or other position of the Company; (ii) none of the Banks, their respective affiliates or the Company has made any representation to it, express or implied, with respect to the Company, the Placing or the New Ordinary Shares or the accuracy, completeness or adequacy of the Placing Documents; and (iii) it has conducted its own investigation of the Company, the Placing and the New Ordinary Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

7.            the content of the Placing Documents, the Placing Letter and the Prospectus (including any supplement thereto) are exclusively the responsibility of the Company and that none of the Banks nor any person acting on behalf of them nor any of the affiliates or agents of any such person is responsible for or has or shall have any liability for any information or representation relating to the Company contained in the Placing Documents, the Placing Letter and the Prospectus (including any supplement thereto) nor will it have any responsibility or liability for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Placing Documents, the Placing Letter and the Prospectus (including any supplement thereto) or otherwise. Nothing in the Placing Documents, the Placing Letter and the Prospectus (including any supplement thereto) shall exclude any liability of any person for fraudulent misrepresentation;

8.            the only information on which it is entitled to rely on and on which such Placee has relied in committing itself to acquire New Ordinary Shares is contained in this Announcement and in the Placing Documents, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the New Ordinary Shares and that it has neither received nor relied on any other information given, or representations, warranties or statements made, by either Banks or the Company nor any of their respective affiliates and none of the Banks nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in the Placing Documents shall exclude any liability of any person for fraudulent misrepresentation;

9.            it has neither received nor relied on any inside information concerning the Company prior to or in connection with accepting this invitation to participate in the Placing and is not purchasing New Ordinary Shares on the basis of material non-public information;

10.          it is not, and at the time the New Ordinary Shares are acquired will not be, located in, or a resident of Canada, Australia, Japan or South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws of such jurisdiction;

11.          each of it and the beneficial owner of the New Ordinary Shares is, and at the time the New Ordinary Shares are acquired will be, outside the United States and acquiring the New Ordinary Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act;

12.          the New Ordinary Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared in respect of any of the New Ordinary Shares under the securities laws of the Excluded Territories and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within or into the Excluded Territories;

13.          it and, if relevant, each person on whose behalf it is participating:  (i) is entitled to acquire New Ordinary Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions; (ii) has fully observed such laws and regulations; (iii) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of New Ordinary Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to the Placing Documents) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

14.          the Banks: (i) have absolute discretion: (A) acting jointly, as to whether to enforce, waive, vary or extend the time for the exercise of any conditions, obligations, undertakings, representations or warranties in the Placing and Open Offer Agreement; and (B) acting separately and in good faith, as to whether to terminate their respective obligations under the Placing and Open Offer Agreement; (ii) shall, in connection with the Placees, have no obligation to: (A) consult with it; or (B) act in furtherance of or otherwise take its interests into account; or (C) seek its consent in each case regarding any determination whether to take any of the steps necessary in sub-clause (i) above or to exercise any other right or discretion given to them or which they are entitled to exercise whether under the Placing and Open Offer Agreement or otherwise. For the avoidance of doubt, but without limiting the generality of the foregoing, (i) the Banks are entitled to act in furtherance of and otherwise take into account their own interests when determining whether to take or taking any of the steps set out in sub-clause (i) above or deciding whether to exercise or exercising any other right or discretion given to them or which they are entitled to exercise whether under the Placing and Open Offer Agreement or otherwise; and (ii) the Banks (A) are not acting in a fiduciary or advisory capacity with respect to it or its interests and, as such, owe it no obligations of any nature whatsoever, other, in connection with the Placees, than those expressly set out in this Announcement (including Appendix II); and (B) shall have no responsibility or liability to it in relation to the taking of any of the steps set out in sub-clause (i) above or the exercise of any other right or discretion given to them or which they are entitled to exercise whether under the Placing and Open Offer Agreement or otherwise (other than liability arising out of the fraud or wilful default of the Banks);

15.          the New Ordinary Shares have not been, and will not be, registered under the Securities Act and, subject to certain exceptions, may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States;

16.          if it is a pension fund or investment company, its acquisition of New Ordinary Shares is in full compliance with applicable laws and regulations;

17.          it will not distribute, forward, transfer or otherwise transmit the Placing Proof, this Appendix II, the Prospectus or any other presentational or other materials concerning the Placing in or into the Excluded Territories (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

18.          none of the Banks, nor any of their affiliates, nor any person acting on behalf of any such person, is making any recommendations to it, advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Banks and that the Banks have no duties or responsibilities to a Placee for providing protections afforded to their respective clients or for providing protections afforded to their clients under the rules of the FCA or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Documents and/or the Placing and Open Offer Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

19.          it (and any person acting on its behalf) will make payment to the Banks in accordance with the terms and conditions of the Placing Documents and the Placing Letter on the due time and date set out in this Appendix II and the Placing Letter failing which the relevant New Ordinary Shares may be placed with others on such terms as the Banks and the Company may in their discretion determine without responsibility or liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such New Ordinary Shares and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement (including this Appendix II)) which may arise upon the sale of such Placee's New Ordinary Shares on its behalf;

20.          its allocation (if any) of New Ordinary Shares will represent a maximum number of New Ordinary Shares which it will be entitled, and required, to acquire, and that the Company and the Banks (in their absolute discretion) may call upon it to acquire a lower number of New Ordinary Shares (if any), but in no event in aggregate more than the aforementioned maximum;

21.          no action has been or will be taken by any of the Company, the Banks or any person acting on behalf of the Company or the Banks that would, or is intended to, permit a public offer of the New Ordinary Shares in any country or jurisdiction where any such action for that purpose is required;

22.          the person who it specifies for registration as holder of the New Ordinary Shares will be (i) itself or (ii) its nominee, as the case may be. The Banks and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. It (and any person acting on its behalf) agrees to acquire New Ordinary Shares pursuant to the Placing and to indemnify the Company and the Banks on the basis that the New Ordinary Shares will be allotted to a CREST stock account of one of the Banks who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

23.          the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of New Ordinary Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it, and the person specified by it for registration as holder of New Ordinary Shares (if relevant), is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of New Ordinary Shares would give rise to such a liability;

24.          (i) if in the United Kingdom, it and any person acting on its behalf falls within Article 19(5) and/or 49(2)(a) - (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it will acquire, hold, manage and (if applicable) dispose of any New Ordinary Shares that are allocated to it for the purposes of its business only and (ii) it and any person acting on its behalf is entitled to acquire New Ordinary Shares comprised in its allocation under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities;

25.          it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

26.          if in a Member State of the EEA, it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;

27.          it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgements, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Joint Bookrunners and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

28.          if it is acting as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the New Ordinary Shares subscribed by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than qualified investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;

29.          it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to New Ordinary Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Proof and the Prospectus are not being issued by the Joint Bookrunners in their respective capacities as an authorised person under section 21 of the FSMA and they may not therefore be subject to the controls which would apply if they were made or approved as financial promotion by an authorised person;

30.          it has complied and it will comply with all applicable provisions of FSMA with respect to anything done by it or on its behalf in relation to the New Ordinary Shares in, from or otherwise involving, the United Kingdom;

31.          it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive;

32.          it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, and the Money Laundering Regulations 2007 (the "Regulations") (each as amended) and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

33.          it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring for the New Ordinary Shares. It further acknowledges that it is experienced in investing in securities of this nature and (i) is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing, (ii) will not look to the Banks for all or any part of any such loss it may suffer, and (iii) has no need for liquidity with respect to its investment in the New Ordinary Shares. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

34.          its commitment to acquire New Ordinary Shares on the terms set out in this Appendix II, the Placing Proof, the Pricing Information and the Placing Letter will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

35.          the Company, the Banks and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are irrevocable;

36.          the New Ordinary Shares will be issued to Placees subject to the terms and conditions of this Appendix II, the Placing Proof, the Pricing Information and the Placing Letter; and

37.          any agreements entered into by it pursuant to the terms and conditions set out in this Appendix II, the Placing Proof, the Pricing Information and the Placing Letter, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the New Ordinary Shares (together with any interest chargeable thereon) may be taken by either the Company or any Bank in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after-tax basis and hold harmless the Company and the Banks from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix II and the Placing Letter and further agrees that the provisions of this Appendix II and the Placing Letter shall survive after completion of the Placing.

The Company agrees to allot and issue New Ordinary Shares to Placees (or the persons for whom Placees are contracting as nominee) free of stamp duty and stamp duty reserve tax in the UK. Such agreement relates only to the allotment and issue of New Ordinary Shares to Placees, or such persons as they nominate, direct from the Company. Such agreement assumes that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the New Ordinary Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealings in the New Ordinary Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Banks would be responsible and the Placees shall indemnify the Company and the Banks on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, it would be sensible for Placees to take their own advice and they should notify the relevant Bank accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any New Ordinary Shares or the agreement by them to acquire any New Ordinary Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as nominee) the allocation, allotment, issue or delivery of New Ordinary Shares has given rise to such non-UK stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Banks in the event that any of the Company and/or the Banks has incurred any such liability to such taxes or duties.

The foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements are given for the benefit of the Company as well as each of the Joint Bookrunners and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither the Company nor any of the Joint Bookrunners owes any fiduciary or other duties or responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the Placing and Open Offer to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing and Open Offer Agreement or the contents of the terms and conditions contained in this Announcement (including this Appendix II), the Placing Proof and the Placing Letter. 

Each Placee and any person acting on behalf of a Placee acknowledges and agrees that each of the Banks may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the New Ordinary Shares or by nominating any connected or associated person to do so.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that each Bank or any of their respective affiliates (acting as an investor for its own account) may, in its absolute discretion, subscribe for New Ordinary Shares and in that capacity may retain, purchase or sell for its own account such New Ordinary Shares and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing.  Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to any of the Banks or any of their affiliates acting in such capacity. In addition each of the Banks may enter into financing arrangements and swaps with investors in connection with which the Banks may from time to time acquire, hold or dispose of such securities of the Company, including the New Ordinary Shares. Neither the Banks nor any of their affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

When a Placee or any person acting on behalf of a Placee is dealing with any Bank, any money held in an account with such Bank on behalf of that Placee and/or any person acting on behalf of that Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from such Bank's money in accordance with the client money rules and will be used by such Bank in the course of its own business and the Placee will rank only as a general creditor of such Bank.

All times and dates in this Announcement may be subject to amendment. The Banks will notify Placees and any persons acting on behalf of the Placees of any changes.

APPENDIX III

QUANTIFIED FINANCIAL BENEFITS STATEMENT

Just Retirement made the following quantified financial benefits statement (the "Quantified Financial Benefits Statement") in the Merger Announcement:

"The Just Retirement Board expects the Merger to result in pre-tax cost savings of at least £40 million per annum. These synergies are expected to be implemented following completion of the Merger with the full run-rate being achieved in 2018 (the third year following completion) and are expected to require one-off integration costs of approximately £60 million over two years.

The cost savings represent approximately one third of the combined addressable cost base and are expected to be derived from the following key areas:

·             approximately one third from the streamlining of sales and pricing functions through the removal of duplicate quotes, sales and pricing activity for annuities and defined benefit de-risking;

·             approximately one third from the removal of duplicated corporate functions within the Combined Group;

·             approximately one quarter from the removal of overlapping IT systems and associated costs as well as from the streamlining of customer services and operations functions; and

·             the balance from the reduction in office space utilised by the Combined Group.

The identified synergies will accrue as a direct result of the Merger and would not be achieved on a standalone basis."

In addition to the targeted cost savings, the Just Retirement Board believes there is the potential for additional financial benefits to be achieved over time.

These synergy estimates consider only costs and exclude any potential benefits from increasing operational gearing, improved commercial terms with business partners or access to financial markets.

Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information, is set out below:

Bases of Belief

In determining the quantum and timing of expected cost savings and integration costs, the following steps have been undertaken:

·             a synergy development team, which comprises senior strategy and financial personnel from both Just Retirement and Partnership Assurance, has worked collaboratively to develop synergy estimates based on:

·             publicly available information (e.g. report and accounts, regulatory returns, IPO prospectuses); and

·             a series of face to face meetings between key management, supported by financial and legal advisers, with verbal Q&A and prepared Q&A lists.

The process and meetings have been open and co-operative although commercially sensitive material was not discussed or shared (e.g. pricing; underwriting).

·             The cost bases of both organisations have been mapped to identify areas of overlap and duplication and where benefits of scale would enable removal of costs from the combined base.

·             Where possible, data assumptions have been linked back to public sources.

·             The Directors have identified a synergy number based on their understanding of data provided by both Just Retirement and Partnership Assurance, as well as public information.

·             The cost savings set out in this announcement are additional to the cost savings announced by Just Retirement and Partnership Assurance respectively in 2014 in response to the UK Government's 2014 pensions freedoms budget, which are assumed to have been saved in determining the combined cost base.

Notes

1.             The statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits Statement, or this announcement generally, should be construed as a profit forecast or interpreted to mean that the Combined Group's earnings in the full first full year following the Merger, or in any subsequent period, would necessarily match or be greater than or be less than those of Just Retirement and/or Partnership Assurance for the relevant preceding financial period or any other period.

2.             Due to the scale of the Combined Group, there may be additional changes to the Combined Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost savings may be materially greater or less than those estimated.

3.             The expected synergies will accrue as a direct result of the success of the Merger and would not be achieved on a standalone basis.

4.             The expected one-off integration costs of approximately £60 million exclude transaction costs in relation to the Merger and non-cash costs.

5.             In arriving at the Quantified Financial Benefits Statement, the Just Retirement Board has assumed that:

(a)           there will be no significant impact on the underlying operations of either business;

(a)           there will be no material change to macroeconomic, political or legal conditions in the markets or regions in which in the Combined Group operates which will materially impact on the implementation of or costs to achieve the proposed cost savings; and

(b)           there will be no material change in exchange rates.

 

END

 

 

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