TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi |
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1. Identity of the issuer or the underlying issuer |
Just Retirement Group plc ("JRG") |
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2 Reason for the notification (please tick the appropriate box or boxes): |
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An acquisition or disposal of voting rights |
✓ |
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An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached |
✓ |
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An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments |
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An event changing the breakdown of voting rights |
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Other (please specify): |
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3. Full name of person(s) subject to the |
Permira Holdings Limited |
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4. Full name of shareholder(s) |
Avallux S.à.r.l. (''Avallux'') |
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5. Date of the transaction and date on |
18 December 2013 |
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6. Date on which issuer notified: |
18 December 2013 |
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7. Threshold(s) that is/are crossed or |
N/A |
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8. Notified details: |
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A: Voting rights attached to shares viii, ix |
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Class/type of
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Situation previous |
Resulting situation after the triggering transaction |
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Number |
Number |
Number |
Number of voting |
% of voting rights x |
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Direct |
Direct xi |
Indirect xii |
Direct |
Indirect |
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Ordinary Shares ISIN: GB00BCRX1J15 |
288,993,748 |
288,993,748 |
311,873,991 |
311,873,991 |
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62.3% |
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B: Qualifying Financial Instruments |
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Resulting situation after the triggering transaction |
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Type of financial |
Expiration |
Exercise/ |
Number of voting |
% of voting |
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N/A |
N/A |
N/A |
N/A |
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C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi |
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Resulting situation after the triggering transaction |
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Type of financial |
Exercise price |
Expiration date xvii |
Exercise/ |
Number of voting rights instrument refers to
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% of voting rights xix, xx
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N/A |
N/A |
N/A |
N/A |
N/A |
Nominal |
Delta |
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Total (A+B+C) |
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Number of voting rights |
Percentage of voting rights |
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311,873,991 |
62.3% |
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9. Chain of controlled undertakings through which the voting rights and/or the |
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Avallux is owned by Permira IV, a fund managed by Permira IV Managers Limited, a wholly-owned subsidiary of Permira Holdings Limited.
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Proxy Voting: |
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10. Name of the proxy holder: |
N/A |
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11. Number of voting rights proxy holder will cease |
N/A |
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12. Date on which proxy holder will cease to hold |
N/A |
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From admission of the Ordinary Shares on 15 November 2013 ("Admission") to 18 December 2013, the total number of voting rights in JRG held by Avallux was 311,873,991 (62.3% as at 18 December), comprising (a) 288,993,748 Ordinary Shares held directly and (b) 22,880,243 Ordinary Shares loaned to Deutsche Bank AG, London Branch, in accordance with the terms of a Stock Lending Agreement (as described in the prospectus published by JRG on 12 November in relation to Admission (the "Prospectus")), and under which 22,880,243 Ordinary Shares were returned to Avallux on 18 December 2013.
The notification of major interests, as notified in this Form TR-1, reflects (a) the transfer of 22,880,243 Ordinary Shares by Deutsche Bank AG, London Branch, to Avallux, and (b) the termination of Avallux's right to receive such Ordinary Shares, each in accordance with the Stock Loan Agreement. There is no change in the total number of voting rights held by Avallux in JRG.
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14. Contact name: |
Cedric Pedoni |
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15. Contact telephone number: |
+ 352 26 86 811 |
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