General Insurance Article - Partnership Assurance Group - Merger update


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

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

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

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

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

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

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

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